OF THE PROVISIONS SET FORTH IN THIS AGREEMENT,
OR (II) TREAT AS OWNER OF SUCH SHARES OR TO ACCORD THE RIGHT TO VOTE AS SUCH
OWNER OR TO PAY DIVIDENDS TO ANY TRANSFEREE TO WHOM SUCH SHARES SHALL HAVE BEEN
SO TRANSFERRED.
9.
NOTICES. ANY NOTICE, DEMAND OR REQUEST
REQUIRED OR PERMITTED TO BE GIVEN UNDER THIS AGREEMENT SHALL BE IN WRITING AND
SHALL BE DEEMED GIVEN WHEN DELIVERED PERSONALLY OR THREE (3) DAYS AFTER BEING
DEPOSITED IN THE UNITED STATES MAIL, AS CERTIFIED OR REGISTERED MAIL, WITH
POSTAGE PREPAID, (OR BY SUCH OTHER METHOD AS THE ADMINISTRATOR MAY FROM TIME TO
TIME DEEM APPROPRIATE), AND ADDRESSED, IF TO THE COMPANY, AT ITS PRINCIPAL PLACE
OF BUSINESS, ATTENTION:
THE CHIEF FINANCIAL OFFICER, AND IF TO THE PURCHASER,
AT HIS OR HER MOST RECENT ADDRESS AS SHOWN IN THE EMPLOYMENT OR STOCK RECORDS OF
THE COMPANY.
10.
BINDING OBLIGATIONS. ALL COVENANTS AND
AGREEMENTS HEREIN CONTAINED BY OR ON BEHALF OF ANY OF THE PARTIES HERETO SHALL
BIND AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR PERMITTED
SUCCESSORS AND ASSIGNS.
11.
CAPTIONS AND SECTION HEADINGS. CAPTIONS AND
SECTION HEADINGS USED HEREIN ARE FOR CONVENIENCE ONLY, AND ARE NOT PART OF THIS
AGREEMENT AND SHALL NOT BE USED IN CONSTRUING IT.
12.
AMENDMENT. THIS AGREEMENT MAY NOT BE AMENDED,
WAIVED, DISCHARGED, OR TERMINATED OTHER THAN BY WRITTEN AGREEMENT OF THE
PARTIES.
13.
ENTIRE AGREEMENT. THIS AGREEMENT AND THE PLAN
CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF AND SUPERSEDE ALL PRIOR OR CONTEMPORANEOUS WRITTEN OR ORAL
AGREEMENTS AND UNDERSTANDINGS OF THE PARTIES, EITHER EXPRESS OR IMPLIED.
14.
ASSIGNMENT. PURCHASER SHALL HAVE NO RIGHT,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, TO (I) SELL, ASSIGN, MORTGAGE,
PLEDGE OR OTHERWISE TRANSFER ANY INTEREST OR RIGHT CREATED HEREBY, OR (II)
DELEGATE HIS OR HER DUTIES OR OBLIGATIONS UNDER THIS AGREEMENT. THIS AGREEMENT
IS MADE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO, AND NO OTHER PERSON,
PARTNERSHIP, ASSOCIATION OR CORPORATION SHALL ACQUIRE OR HAVE ANY RIGHT UNDER OR
BY VIRTUE OF THIS AGREEMENT.
15.
SEVERABILITY. SHOULD ANY PROVISION OR PORTION
OF THIS AGREEMENT BE HELD TO BE UNENFORCEABLE OR INVALID FOR ANY REASON, THE
REMAINING PROVISIONS AND PORTIONS OF THIS AGREEMENT SHALL BE UNAFFECTED BY SUCH
HOLDING.
4
16.
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED
IN ONE OR MORE COUNTERPARTS, ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE
AGREEMENT AND ANY PARTY HERETO MAY EXECUTE THIS AGREEMENT BY SIGNING ANY SUCH
COUNTERPART. THIS AGREEMENT SHALL BE BINDING UPON PURCHASER AND THE COMPANY AT
SUCH TIME AS THE AGREEMENT, IN COUNTERPART OR OTHERWISE, IS EXECUTED BY
PURCHASER AND THE COMPANY.
17.
APPLICABLE LAW. THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF WASHINGTON WITHOUT
REFERENCE TO CHOICE OF LAW PRINCIPLES, AS TO ALL MATTERS, INCLUDING, BUT NOT
LIMITED TO, MATTERS OF VALIDITY, CONSTRUCTION, EFFECT OR PERFORMANCE.
18.
NO AGREEMENT TO EMPLOY. NOTHING IN THIS
AGREEMENT SHALL AFFECT ANY RIGHT WITH RESPECT