OR FOREIGN SECURITIES LAWS OR OTHER
LAW OR REGULATIONS OR THE REQUIREMENTS OF ANY STOCK EXCHANGE OR MARKET SYSTEM
UPON WHICH THE SHARES MAY THEN BE LISTED.
AS A CONDITION TO THE EXERCISE OF THE
SARS, THE COMPANY MAY REQUIRE THE PARTICIPANT TO SATISFY ANY QUALIFICATIONS THAT
MAY BE NECESSARY OR APPROPRIATE, TO EVIDENCE COMPLIANCE WITH ANY APPLICABLE LAW
OR REGULATION.
THE SHARES ARE BEING ISSUED TO THE PARTICIPANT AND THIS
AGREEMENT IS BEING MADE BY THE COMPANY IN RELIANCE UPON THE FOLLOWING EXPRESS
REPRESENTATIONS AND WARRANTIES OF THE PARTICIPANT.
THE PARTICIPANT
ACKNOWLEDGES, REPRESENTS AND WARRANTS THAT:
(A)
HE OR SHE HAS BEEN ADVISED THAT HE OR SHE MAY BE AN
"AFFILIATE" WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), CURRENTLY OR AT
4
THE TIME HE OR SHE DESIRES TO SELL THE SHARES ACQUIRED UPON EXERCISE OF THE
SARS,
AND IN THIS CONNECTION THE COMPANY IS RELYING IN PART ON HIS OR HER
REPRESENTATIONS SET FORTH IN THIS SECTION.
(B)
IF HE OR SHE IS DEEMED AN AFFILIATE WITHIN THE MEANING OF
RULE 144 OF THE ACT, THE SHARES MUST BE HELD INDEFINITELY UNLESS AN EXEMPTION
FROM ANY APPLICABLE RESALE RESTRICTIONS IS AVAILABLE OR THE COMPANY FILES AN
ADDITIONAL REGISTRATION STATEMENT (OR A "RE-OFFER PROSPECTUS") WITH REGARD TO
SUCH SHARES AND THE COMPANY IS UNDER NO OBLIGATION TO REGISTER THE SHARES (OR TO
FILE A "RE-OFFER PROSPECTUS").
(C)
IF HE OR SHE IS DEEMED AN AFFILIATE WITHIN THE MEANING OF
RULE 144 OF THE ACT, HE OR SHE UNDERSTANDS THAT THE EXEMPTION FROM REGISTRATION
UNDER RULE 144 WILL NOT BE AVAILABLE UNLESS (I) A PUBLIC TRADING MARKET THEN
EXISTS FOR THE COMMON STOCK OF THE COMPANY, (II) ADEQUATE INFORMATION CONCERNING
THE COMPANY IS THEN AVAILABLE TO THE PUBLIC, AND (III) OTHER TERMS AND
CONDITIONS OF RULE 144 OR ANY EXEMPTION THEREFROM ARE COMPLIED WITH; AND THAT
ANY SALE OF THE SHARES MAY BE MADE ONLY IN LIMITED AMOUNTS IN ACCORDANCE WITH
SUCH TERMS AND CONDITIONS.
14.
MISCELLANEOUS.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE
BINDING UPON THE PARTIES HERETO AND THEIR RESPECTIVE HEIRS, LEGAL
REPRESENTATIVES, SUCCESSORS AND ASSIGNS.
(A)
THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF DELAWARE (REGARDLESS OF THE LAW THAT MIGHT OTHERWISE GOVERN UNDER
APPLICABLE DELAWARE PRINCIPLES OF CONFLICT OF LAWS).
(B)
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, ALL OF
WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE CONTRACT.
(C)
THE FAILURE OF ANY PARTY HERETO AT ANY TIME TO REQUIRE PERFORMANCE
BY ANOTHER PARTY OF ANY PROVISION OF THIS AGREEMENT SHALL NOT AFFECT THE RIGHT
OF SUCH PARTY TO REQUIRE PERFORMANCE OF THAT PROVISION, AND ANY WAIVER BY ANY
PARTY OF ANY BREACH OF ANY PROVISION OF THIS AGREEMENT SHALL NOT BE CONSTRUED AS
A WAIVER OF ANY CONTINUING OR SUCCEEDING BREACH OF SUCH PROVISION, A WAIVER OF
THE PROVISION ITSELF, OR A WAIVER OF ANY RIGHT UNDER THIS AGREEMENT.
IN WITNESS WHEREOF, the parties have