WRITTEN OR ORAL, WHICH MAY HAVE RELATED
TO THE SUBJECT MATTER HEREOF IN ANY WAY.
(C)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN SEPARATE
COUNTERPARTS, NONE OF WHICH NEED CONTAIN THE SIGNATURE OF MORE THAN ONE PARTY
HERETO BUT EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH
TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
(D)
SUCCESSORS AND ASSIGNS.
EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS
AGREEMENT SHALL BIND THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS AND SHALL INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE PARTIES
HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS WHETHER SO EXPRESSED OR NOT.
(E)
CHOICE OF LAW.
ALL QUESTIONS CONCERNING THE CONSTRUCTION,
VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT AND THE EXHIBITS
HERETO SHALL BE GOVERNED BY THE INTERNAL LAW, AND NOT THE LAW OF CONFLICTS, OF
THE STATE OF DELAWARE.
4
(F)
EQUITABLE REMEDIES.
EACH OF THE PARTIES TO THIS AGREEMENT AGREE
AND ACKNOWLEDGE THAT MONEY DAMAGES WOULD NOT BE AN ADEQUATE REMEDY IF
PARTICIPANT OR ANY OTHER HOLDER OF OPTION SHARES WERE TO BREACH ANY OF THE
PROVISIONS OF SECTIONS 5 OR 7 HEREOF, AND THAT THE COMPANY MAY IN ITS SOLE
DISCRETION APPLY TO ANY COURT OF LAW OR EQUITY OF COMPETENT JURISDICTION
(WITHOUT POSTING ANY BOND OR DEPOSIT) FOR SPECIFIC PERFORMANCE AND/OR OTHER
INJUNCTIVE RELIEF IN ORDER TO ENFORCE OR PREVENT ANY VIOLATIONS OF THE
PROVISIONS OF SECTIONS 5 OR 7 OF THIS AGREEMENT
(G)
AMENDMENT, MODIFICATION AND CANCELLATION OF OUTSTANDING OPTIONS.
THE BOARD MAY AMEND, MODIFY OR CANCEL ANY OPTION IN ANY MANNER TO THE EXTENT
THAT THE BOARD WOULD HAVE HAD THE AUTHORITY UNDER THE PLAN INITIALLY TO GRANT
SUCH OPTION; PROVIDED THAT NO SUCH AMENDMENT OR MODIFICATION SHALL IMPAIR THE
RIGHTS OF PARTICIPANT UNDER THIS AGREEMENT WITHOUT THE CONSENT OF THE
PARTICIPANT; PROVIDED, FURTHER, THAT AN AMENDMENT OR MODIFICATION THAT MAY CAUSE
AN INCENTIVE STOCK OPTION TO BECOME A NONQUALIFIED STOCK OPTION SHALL NOT BE
TREATED AS ADVERSELY AFFECTING THE RIGHTS OF PARTICIPANT UNDER THIS AGREEMENT.
(H)
BUSINESS DAYS.
IF ANY TIME PERIOD FOR GIVING NOTICE OR TAKING
ACTION HEREUNDER EXPIRES ON A DAY WHICH IS A SATURDAY, SUNDAY OR LEGAL HOLIDAY
IN THE STATE OF DELAWARE, THE TIME PERIOD SHALL BE AUTOMATICALLY EXTENDED TO THE
BUSINESS DAY IMMEDIATELY FOLLOWING SUCH SATURDAY, SUNDAY OR HOLIDAY.
(I)
DESCRIPTIVE HEADINGS; INTERPRETATION; NO STRICT CONSTRUCTION.
THE DESCRIP­TIVE HEADINGS OF THIS AGREEMENT ARE INSERTED FOR CONVENIENCE ONLY
AND DO NOT CONSTITUTE A SUBSTANTIVE PART OF THIS AGREEMENT.
WHENEVER REQUIRED
BY THE CONTEXT, ANY PRONOUN USED IN THIS AGREEMENT SHALL INCLUDE THE
CORRESPONDING MASCULINE, FEMININE OR NEUTER FORMS, AND THE SINGULAR FORMS OF
NOUNS, PRONOUNS, AND VERBS SHALL INCLUDE THE PLURAL AND VICE VERSA.
REFERENCE
TO ANY AGREEMENT, DOCUMENT, OR INSTRUMENT MEANS SUCH AGREEMENT, DOCUMENT, OR
INSTRUMENT AS AMENDED OR OTHERWISE MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH
THE TERMS THEREOF, AND IF APPLICABLE HEREOF.
THE USE OF THE WORDS "INCLUDE" OR
"INCLUDING" IN THIS AGREEMENT SHALL BE BY WAY