SHARES ISSUED NET OF THE NUMBER OF SHARES
TENDERED, ATTESTED TO OR WITHHELD WILL BE APPLIED TO REDUCE THE MAXIMUM NUMBER
OF SHARES REMAINING AVAILABLE FOR ISSUANCE UNDER THE PLAN.
17.3.
ADJUSTMENT TO SHARES, SHARE UNITS AND OPTIONS.
IN THE EVENT OF ANY
REORGANIZATION, MERGER, CONSOLIDATION, RECAPITALIZATION, LIQUIDATION,
RECLASSIFICATION, STOCK DIVIDEND, STOCK SPLIT, COMBINATION OF SHARES, RIGHTS
OFFERING, DIVESTITURE OR EXTRAORDINARY DIVIDEND (INCLUDING A SPIN-OFF) OR ANY
OTHER SIMILAR CHANGE IN THE COMPANY'S CORPORATE STRUCTURE OR THE SHARES, THE
ADMINISTRATOR (OR, IF THE COMPANY IS NOT THE SURVIVING CORPORATION IN ANY SUCH
TRANSACTION, THE BOARD OF DIRECTORS OF THE SURVIVING CORPORATION) WILL MAKE
APPROPRIATE ADJUSTMENT (WHICH DETERMINATION WILL BE CONCLUSIVE) AS TO THE NUMBER
AND KIND OF SECURITIES OR OTHER PROPERTY (INCLUDING CASH) AVAILABLE FOR ISSUANCE
OR DISTRIBUTION UNDER THE PLAN AND AS TO THE NUMBER AND KIND OF SHARE UNITS
CREDITED TO SHARE ACCOUNTS AND THE NUMBER AND KIND OF SECURITIES AS TO WHICH
PERIODIC OPTIONS ARE TO BE GRANTED AND, IN ORDER TO PREVENT DILUTION OR
ENLARGEMENT OF THE RIGHTS OF PARTICIPANTS HOLDING PERIODIC OPTIONS, THE NUMBER,
KIND AND EXERCISE PRICE OF SECURITIES SUBJECT TO OUTSTANDING PERIODIC OPTIONS.
18.
MISCELLANEOUS.
18.1.
OTHER BENEFITS.
NEITHER AMOUNTS DEFERRED NOR AMOUNTS PAID PURSUANT
TO THE PLAN CONSTITUTE SALARY OR COMPENSATION FOR THE PURPOSE OF COMPUTING
BENEFITS UNDER ANY OTHER BENEFIT PLAN, PRACTICE, POLICY OR PROCEDURE OF THE
COMPANY UNLESS OTHERWISE EXPRESSLY PROVIDED THEREUNDER.
18.2.
NO WARRANTIES REGARDING TREATMENT.
THE COMPANY MAKES NO WARRANTIES
REGARDING THE TAX TREATMENT TO ANY PERSON OF ANY DEFERRALS OR PAYMENTS MADE
PURSUANT TO THE PLAN, AND EACH PARTICIPANT WILL HOLD THE ADMINISTRATOR AND THE
COMPANY AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ADVISORS HARMLESS
FROM ANY LIABILITY RESULTING FROM ANY TAX POSITION TAKEN IN GOOD FAITH IN
CONNECTION WITH THE PLAN.
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18.3.
NO RIGHTS TO CONTINUED SERVICE CREATED.
NEITHER THE ESTABLISHMENT
OF OR PARTICIPATION IN THE PLAN GIVES ANY INDIVIDUAL THE RIGHT TO CONTINUED
SERVICE ON THE BOARD OR LIMITS THE RIGHT OF THE COMPANY OR ITS STOCKHOLDERS TO
TERMINATE OR MODIFY THE TERMS AND CONDITIONS OF SERVICE OF SUCH INDIVIDUAL ON
THE BOARD OR OTHERWISE DEAL WITH ANY INDIVIDUAL WITHOUT REGARD TO THE EFFECT
THAT SUCH ACTION MIGHT HAVE ON HIM OR HER WITH RESPECT TO THE PLAN.
18.4.
SUCCESSORS.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE PLAN,
ALL OBLIGATIONS OF THE COMPANY UNDER THE PLAN ARE BINDING ON ANY SUCCESSOR TO
THE COMPANY WHETHER THE SUCCESSOR IS THE RESULT OF A DIRECT OR INDIRECT
PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE OF ALL OF THE BUSINESS AND/OR
ASSETS OF THE COMPANY.
18.5.
CROSS REFERENCE.
REFERENCES IN THE PLAN TO A PARTICULAR
SECTION REFER TO THAT SECTION WITHIN THE PLAN, REFERENCES WITHIN A SECTION OF
THE PLAN TO A PARTICULAR SUBSECTION REFER TO THAT SUBSECTION WITHIN THE SAME
SECTION, AND REFERENCES WITHIN A SECTION OR SUBSECTION TO A PARTICULAR CLAUSE
REFER TO THAT CLAUSE WITHIN THE SAME SECTION OR SUBSECTION, AS THE CASE MAY BE.
18.6.
NUMBER AND GENDER.
WHEREVER APPROPRIATE, THE SINGULAR MAY BE