409A.
NO
AMENDMENT OR ADDITION TO THIS AWARD AGREEMENT SHALL BE EFFECTIVE UNLESS IN
WRITING.
11.2
NONTRANSFERABILITY OF THE OPTION.
PRIOR TO THE
ISSUANCE OF SHARES UPON EXERCISE, NO RIGHT OR INTEREST OF THE PARTICIPANT IN THE
OPTION NOR ANY SHARES SUBJECT TO THE OPTION SHALL BE IN ANY MANNER PLEDGED,
ENCUMBERED, OR HYPOTHECATED TO OR IN FAVOR OF ANY PARTY OTHER THAN THE COMPANY
OR A SUBSIDIARY OR AFFILIATE OR SHALL BECOME SUBJECT TO ANY LIEN, OBLIGATION, OR
LIABILITY OF SUCH PARTICIPANT TO ANY OTHER PARTY OTHER THAN THE COMPANY, OR A
SUBSIDIARY OR AFFILIATE.
EXCEPT AS OTHERWISE PROVIDED BY THE COMMITTEE, NO
OPTION SHALL BE ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF OTHER THAN BY
WILL OR THE
8
LAWS OF DESCENT AND DISTRIBUTION.
ALL RIGHTS WITH RESPECT TO THE OPTION SHALL
BE EXERCISABLE DURING THE PARTICIPANT'S LIFETIME ONLY BY THE PARTICIPANT OR THE
PARTICIPANT'S GUARDIAN OR LEGAL REPRESENTATIVE.
11.3
FURTHER INSTRUMENTS.
THE PARTIES HERETO AGREE TO
EXECUTE SUCH FURTHER INSTRUMENTS AND TO TAKE SUCH FURTHER ACTION AS MAY
REASONABLY BE NECESSARY TO CARRY OUT THE INTENT OF THIS AWARD AGREEMENT.
11.4
BINDING EFFECT.
THIS AWARD AGREEMENT SHALL INURE TO
THE BENEFIT OF THE SUCCESSORS AND ASSIGNS OF THE COMPANY AND, SUBJECT TO THE
RESTRICTIONS ON TRANSFER SET FORTH HEREIN, BE BINDING UPON THE PARTICIPANT AND
THE PARTICIPANT'S HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS.
11.5
NOTICES.
ANY NOTICE REQUIRED TO BE GIVEN OR
DELIVERED TO THE COMPANY UNDER THE TERMS OF THIS AWARD AGREEMENT SHALL BE IN
WRITING AND ADDRESSED TO THE COMPANY AT ITS PRINCIPAL CORPORATE OFFICES.
ANY
NOTICE REQUIRED TO BE GIVEN OR DELIVERED TO THE PARTICIPANT SHALL BE IN WRITING
AND ADDRESSED TO THE PARTICIPANT AT THE ADDRESS MAINTAINED FOR THE PARTICIPANT
IN THE COMPANY'S RECORDS OR AT THE ADDRESS OF THE LOCAL OFFICE OF THE COMPANY OR
OF A SUBSIDIARY OR AFFILIATE AT WHICH THE PARTICIPANT WORKS.
11.6
CONSTRUCTION OF AWARD AGREEMENT.
THE GRANT NOTICE,
THIS AWARD AGREEMENT, AND THE OPTION EVIDENCED HEREBY (I) ARE MADE AND GRANTED
PURSUANT TO THE PLAN AND ARE IN ALL RESPECTS LIMITED BY AND SUBJECT TO THE TERMS
OF THE PLAN, AND (II) CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTICIPANT
AND THE COMPANY ON THE SUBJECT MATTER HEREOF AND SUPERSEDE ALL PROPOSALS,
WRITTEN OR ORAL, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATED TO THE
SUBJECT MATTER.
ALL DECISIONS OF THE COMMITTEE WITH RESPECT TO ANY QUESTION OR
ISSUE ARISING UNDER THE GRANT NOTICE, THIS AWARD AGREEMENT OR THE PLAN SHALL BE
CONCLUSIVE AND BINDING ON ALL PERSONS HAVING AN INTEREST IN THIS OPTION.
11.7
GOVERNING LAW.
THE INTERPRETATION, PERFORMANCE AND
ENFORCEMENT OF THIS AWARD AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE
OF TEXAS, U.S.A. WITHOUT REGARD TO THE CONFLICT-OF-LAWS RULES THEREOF OR OF ANY
OTHER JURISDICTION.
11.8
COMPLIANCE.
(A)
CONFORMITY TO SECURITIES LAWS.
THE PARTICIPANT ACKNOWLEDGES THAT
THE PLAN AND THIS AGREEMENT ARE INTENDED TO CONFORM TO THE EXTENT NECESSARY WITH
ALL PROVISIONS OF THE SECURITIES ACT AND THE EXCHANGE ACT AND ANY AND