THE
"ACTIVITY DATE" SHALL BE THE FIRST DATE ON WHICH THE PARTICIPANT ENGAGES IN SUCH
COMPETITIVE ACTIVITY.
(C)
IN ADDITION TO ANY OTHER REMEDIES SPECIFIED HEREIN (INCLUDING INJUNCTIVE
RELIEF) OR OTHERWISE PERMITTED BY LAW, IF THE PARTICIPANT ENGAGES IN COMPETITIVE
ACTIVITY AFTER THE PARTICIPANT HAS EXERCISED THE VESTED PORTION OF THE OPTION,
THEN THE PARTICIPANT SHALL BE REQUIRED TO PAY TO THE COMPANY, WITHIN TEN
(10) BUSINESS DAYS FOLLOWING THE ACTIVITY DATE, AN AMOUNT EQUAL TO THE EXCESS,
IF ANY, OF (A) THE AGGREGATE PROCEEDS THE PARTICIPANT RECEIVED (X) IN CONNECTION
WITH THE EXERCISE OF THE OPTION OR (Y) UPON THE SALE OR OTHER DISPOSITION OF THE
SHARES RECEIVED UPON EXERCISE OF THE OPTION, OVER (B) THE OPTION PRICE.
(D)
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ALTHOUGH THE PARTICIPANT AND
THE COMPANY CONSIDER THE RESTRICTIONS CONTAINED IN THIS SECTION 5 TO BE
REASONABLE, IF A FINAL JUDICIAL DETERMINATION IS MADE BY A COURT OF COMPETENT
JURISDICTION THAT THE TIME OR TERRITORY OR ANY OTHER RESTRICTION CONTAINED IN
THIS AGREEMENT IS AN UNENFORCEABLE RESTRICTION AGAINST THE PARTICIPANT, THE
PROVISIONS OF THIS AGREEMENT SHALL NOT BE RENDERED VOID BUT SHALL BE DEEMED
AMENDED TO APPLY AS TO SUCH MAXIMUM TIME AND TERRITORY AND TO SUCH MAXIMUM
EXTENT AS SUCH COURT MAY JUDICIALLY DETERMINE OR INDICATE TO BE ENFORCEABLE.
ALTERNATIVELY, IF ANY COURT OF COMPETENT JURISDICTION FINDS THAT ANY RESTRICTION
CONTAINED IN THIS AGREEMENT IS UNENFORCEABLE, AND SUCH RESTRICTION CANNOT BE
AMENDED SO AS TO MAKE IT ENFORCEABLE, SUCH FINDING SHALL NOT AFFECT THE
ENFORCEABILITY OF ANY OF THE OTHER RESTRICTIONS CONTAINED HEREIN.
(E)
A VIOLATION OF ANY OF THE TERMS OF THIS AGREEMENT WILL CAUSE THE COMPANY
IRREPARABLE INJURY FOR WHICH ADEQUATE REMEDY AT LAW IS NOT AVAILABLE.
ACCORDINGLY, THIS OPTION ENTITLES THE COMPANY TO AN INJUNCTION, RESTRAINING
ORDER OR OTHER EQUITABLE RELIEF TO PREVENT BREACHES OF THE PROVISIONS OF THIS
AGREEMENT AND TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS HEREOF IN ANY
COURT OF COMPETENT JURISDICTION IN THE UNITED STATES OR ANY STATE THEREOF, IN
ADDITION TO ANY OTHER REMEDY TO WHICH IT MAY BE ENTITLED AT LAW OR EQUITY.
6.
NO RIGHT TO CONTINUED EMPLOYMENT.
NEITHER THE PLAN NOR THIS
AGREEMENT SHALL BE CONSTRUED AS GIVING THE PARTICIPANT THE RIGHT TO BE RETAINED
IN THE EMPLOY OF, OR IN ANY CONSULTING RELATIONSHIP TO, ANY MEMBER OF THE
COMPANY GROUP.
FURTHER, ANY MEMBER OF THE COMPANY GROUP MAY AT ANY TIME DISMISS
THE PARTICIPANT OR DISCONTINUE ANY CONSULTING RELATIONSHIP, FREE FROM ANY
LIABILITY OR ANY CLAIM UNDER THE PLAN OR THIS AGREEMENT, EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED HEREIN.
7.
LEGEND ON CERTIFICATES.
TO THE EXTENT APPLICABLE, ALL
CERTIFICATES (OR BOOK ENTRIES) REPRESENTING THE SHARES PURCHASED BY EXERCISE OF
THE OPTION SHALL BE SUBJECT TO THE RULES, REGULATIONS, AND OTHER REQUIREMENTS OF
THE SECURITIES AND EXCHANGE COMMISSION, ANY STOCK EXCHANGE UPON WHICH SUCH
SHARES ARE LISTED, AND ANY APPLICABLE FEDERAL OR STATE LAWS, AND THE COMMITTEE
MAY CAUSE A LEGEND OR LEGENDS TO BE PUT ON ANY SUCH CERTIFICATES (OR