HAS READ THE PLAN AND IS FAMILIAR WITH ITS TERMS, AND HEREBY ACCEPTS THE
OPTION SUBJECT TO ALL OF THE TERMS AND PROVISIONS OF THE PLAN.
PURSUANT TO THE
PLAN, THE BOARD IS AUTHORIZED TO INTERPRET THE PLAN AND TO ADOPT RULES AND
REGULATIONS NOT INCONSISTENT WITH THE PLAN AS IT DEEMS APPROPRIATE.
THE
OPTIONEE HEREBY AGREES TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS
OR INTERPRETATIONS OF THE BOARD REGARDING ANY QUESTIONS ARISING UNDER THE PLAN
OR THIS AGREEMENT.
11.
MARKET STAND-OFF.
THE OPTIONEE AGREES THAT, IN CONNECTION WITH ANY PUBLIC
OFFERING BY THE COMPANY OF ITS EQUITY SECURITIES PURSUANT TO A REGISTRATION
STATEMENT FILED UNDER THE EXCHANGE ACT, HE WILL NOT SELL, MAKE ANY SHORT SALE
OF, LOAN, HYPOTHECATE, PLEDGE, GRANT ANY OPTION FOR THE PURCHASE OF OR OTHERWISE
DISPOSE OF ANY SHARES WITHOUT THE PRIOR WRITTEN CONSENT OF
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THE COMPANY OR ITS UNDERWRITERS, FOR SUCH PERIOD OF TIME BEFORE OR AFTER THE
EFFECTIVE DATE OF SUCH REGISTRATION AS MAY BE REASONABLY REQUESTED BY THE
COMPANY OR SUCH UNDERWRITERS.
12.
TAX CONSEQUENCES.
THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THIS
OPTION (OR THE PURCHASE OR SALE OF THE SHARES SUBJECT HERETO) WILL BE SUBJECT TO
PARTICULAR TAX TREATMENT.
THE OPTIONEE ACKNOWLEDGES THAT HE HAS REVIEWED WITH
HIS OWN TAX ADVISORS THE TAX TREATMENT OF THIS OPTION (INCLUDING THE PURCHASE
AND SALE OF SHARES SUBJECT HERETO) AND IS RELYING SOLELY ON THOSE ADVISORS IN
THAT REGARD.
THE OPTIONEE UNDERSTANDS THAT HE (AND NOT THE COMPANY) WILL BE
RESPONSIBLE FOR HIS OWN TAX LIABILITIES ARISING IN CONNECTION WITH THIS OPTION.
13.
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER WITH THE OTHER DOCUMENTS
REFERENCED HEREIN, REPRESENTS THE ENTIRE AGREEMENT BETWEEN THE PARTIES REGARDING
THE OPTION, AND MERGES AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS DISCUSSIONS,
AGREEMENTS AND UNDERSTANDINGS OF EVERY NATURE ON THAT TOPIC.
14.
GOVERNING LAW.
THIS AGREEMENT WILL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT REGARD TO THE APPLICATION OF
THE PRINCIPLES OF CONFLICTS OF LAWS.
15.
AMENDMENT.
EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS AGREEMENT MAY ONLY BE
AMENDED BY A WRITING SIGNED BY EACH OF THE PARTIES HERETO.
16.
NOTICE OF DISQUALIFYING DISPOSITION.
THE OPTIONEE HEREBY AGREES THAT IF HE
DISPOSES OF ANY SHARES ACQUIRED UPON EXERCISE OF THIS OPTION WITHIN ONE YEAR
AFTER THE ISSUANCE OF SUCH SHARES OR WITHIN TWO YEARS AFTER THE GRANT DATE, THE
OPTIONEE WILL NOTIFY THE COMPANY IN WRITING WITHIN 30 DAYS AFTER THE DATE OF
SUCH DISPOSITION.
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17.
EXECUTION.
THIS AGREEMENT MAY BE EXECUTED, INCLUDING EXECUTION BY
FACSIMILE SIGNATURE, IN ONE OR MORE COUNTERPARTS, EACH OF WHICH WILL BE DEEMED
AN ORIGINAL, AND ALL OF WHICH TOGETHER SHALL BE DEEMED TO BE ONE AND THE SAME
INSTRUMENT.
THE OPTION WILL TERMINATE AUTOMATICALLY IF A FULLY EXECUTED COPY OF
THIS AGREEMENT IS NOT RETURNED TO THE COMPANY WITHIN 30 DAYS FOLLOWING THE DATE
INDICATED BELOW THE SIGNATURE OF THE COMPANY'S AUTHORIZED REPRESENTATIVE.
IN WITNESS WHEREOF,