ALL
REGULATIONS AND RULES PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION
THEREUNDER, AND STATE SECURITIES LAWS AND REGULATIONS.
NOTWITHSTANDING ANYTHING
HEREIN TO THE CONTRARY, THE PLAN SHALL BE ADMINISTERED, AND THE OPTION IS
GRANTED AND MAY BE EXERCISED, ONLY IN SUCH A MANNER AS TO CONFORM TO SUCH LAWS,
RULES AND REGULATIONS.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLAN AND
THIS AWARD AGREEMENT SHALL BE DEEMED AMENDED TO THE EXTENT NECESSARY TO CONFORM
TO SUCH LAWS, RULES AND REGULATIONS.
(B)
SECTION 409A.
NOTWITHSTANDING ANY OTHER PROVISION OF THE PLAN,
THIS AWARD AGREEMENT OR THE GRANT NOTICE, THE PLAN, THIS AGREEMENT AND THE GRANT
NOTICE SHALL BE INTERPRETED IN ACCORDANCE WITH, AND INCORPORATE THE TERMS AND
CONDITIONS REQUIRED BY, CODE SECTION 409A (TOGETHER WITH ANY DEPARTMENT OF
TREASURY REGULATIONS AND OTHER INTERPRETIVE GUIDANCE ISSUED THEREUNDER,
INCLUDING WITHOUT LIMITATION ANY SUCH REGULATIONS OR OTHER GUIDANCE THAT MAY BE
ISSUED AFTER THE DATE HEREOF, "SECTION 409A").
THE COMPANY RESERVES THE RIGHT,
TO THE EXTENT THE COMPANY DEEMS NECESSARY OR ADVISABLE IN ITS SOLE DISCRETION,
TO UNILATERALLY AMEND OR MODIFY THE PLAN, THIS AWARD AGREEMENT OR THE GRANT
NOTICE OR ADOPT OTHER POLICIES AND PROCEDURES (INCLUDING AMENDMENTS, POLICIES
AND PROCEDURES WITH RETROACTIVE EFFECT), OR TAKE ANY OTHER ACTIONS, AS THE
COMMITTEE DETERMINES ARE NECESSARY OR APPROPRIATE TO ENSURE THAT THIS OPTION
QUALIFIES FOR EXEMPTION FROM, OR COMPLIES WITH THE REQUIREMENTS OF,
SECTION 409A;
9
PROVIDED, HOWEVER, THAT THE COMPANY MAKES NO REPRESENTATION THAT THE OPTION WILL
BE EXEMPT FROM, OR WILL COMPLY WITH, SECTION 409A, AND MAKES NO UNDERTAKINGS TO
PRECLUDE SECTION 409A OF THE CODE FROM APPLYING TO THE OPTION OR TO ENSURE THAT
IT COMPLIES WITH SECTION 409A.
(C)
LIMITATIONS APPLICABLE TO SECTION 16 PERSONS.
NOTWITHSTANDING ANY
OTHER PROVISION OF THE PLAN OR THIS AWARD AGREEMENT, IF THE PARTICIPANT IS
SUBJECT TO SECTION 16 OF THE EXCHANGE ACT, THE PLAN, THE OPTION AND THIS AWARD
AGREEMENT SHALL BE SUBJECT TO ANY ADDITIONAL LIMITATIONS SET FORTH IN ANY
APPLICABLE EXEMPTIVE RULE UNDER SECTION 16 OF THE EXCHANGE ACT (INCLUDING ANY
AMENDMENT TO RULE 16B-3 OF THE EXCHANGE ACT) THAT ARE REQUIREMENTS FOR THE
APPLICATION OF SUCH EXEMPTIVE RULE.
TO THE EXTENT PERMITTED BY APPLICABLE LAW,
THIS AWARD AGREEMENT SHALL BE DEEMED AMENDED TO THE EXTENT NECESSARY TO CONFORM
TO SUCH APPLICABLE EXEMPTIVE RULE.
11.9
NOTICE OF DISQUALIFYING DISPOSITION OF INCENTIVE
STOCK OPTION SHARES.
IF THE OPTION GRANTED HEREIN IS AN INCENTIVE STOCK OPTION
AND IF THE PARTICIPANT SELLS OR OTHERWISE DISPOSES OF SHARES ACQUIRED PURSUANT
TO THE INCENTIVE STOCK OPTION ON OR BEFORE (I) THE DATE THAT IS TWO (2) YEARS
AFTER THE GRANT DATE OR (II) THE DATE THAT IS ONE (1) YEAR AFTER THE EXERCISE
DATE, THE PARTICIPANT SHALL IMMEDIATELY NOTIFY THE COMPANY IN WRITING OF SUCH
DISPOSITION.
THE PARTICIPANT AGREES THAT THE PARTICIPANT MAY BE SUBJECT TO
FURTHER INCOME TAX WITHHOLDING BY THE COMPANY ON THE INCOME RECEIVED BY THE
PARTICIPANT.
11.10
ADMINISTRATION.
THE COMMITTEE SHALL HAVE THE POWER TO
INTERPRET THE PLAN AND THIS AWARD AGREEMENT