WARRANTS TO AND COVENANTS WITH THE
COMPANY AS FOLLOWS:
(A)
THE EMPLOYEE HAS FULL LEGAL RIGHT AND
CAPACITY TO ENTER INTO THIS AGREEMENT AND TO PERFORM HIS OBLIGATIONS HEREUNDER
WITHOUT THE NEED FOR THE CONSENT OF ANY OTHER PERSON OR ENTITY; THIS AGREEMENT
HAS BEEN DULY EXECUTED AND DELIVERED AND CONSTITUTES THE LEGAL, VALID AND
BINDING OBLIGATION OF THE EMPLOYEE ENFORCEABLE AGAINST THE EMPLOYEE IN
ACCORDANCE WITH THE TERMS HEREOF; AND THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT BY THE EMPLOYEE DO NOT CONTRAVENE OR VIOLATE ANY LAWS, RULES OR
REGULATIONS APPLICABLE TO HIM.
(B)
THE RESTRICTED SHARES BEING ACQUIRED
HEREUNDER ARE BEING ACQUIRED BY SUCH EMPLOYEE FOR INVESTMENT AND NOT WITH A VIEW
TO ANY DISTRIBUTION THEREOF THAT WOULD VIOLATE THE SECURITIES ACT OR THE
APPLICABLE STATE SECURITIES LAWS OF ANY STATE; AND SUCH EMPLOYEE WILL NOT
DISTRIBUTE THE RESTRICTED SHARES IN VIOLATION OF THE SECURITIES ACT OR THE
APPLICABLE SECURITIES LAWS OF ANY STATE.
(C)
THE EMPLOYEE UNDERSTANDS THAT THE
RESTRICTED SHARES BEING ACQUIRED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND MUST BE HELD INDEFINITELY
UNLESS TRANSFER THEREOF IS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT AND
ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH
REGISTRATION BECOMES OR IS AVAILABLE.
(D)
THE EMPLOYEE IS FINANCIALLY ABLE TO HOLD THE
RESTRICTED SHARES BEING ACQUIRED HEREUNDER FOR LONG-TERM INVESTMENT, BELIEVES
THAT THE NATURE AND AMOUNT OF THE RESTRICTED SHARES BEING PURCHASED ARE
CONSISTENT WITH SUCH EMPLOYEE'S OVERALL INVESTMENT PROGRAM AND FINANCIAL
POSITION, AND RECOGNIZES THAT THERE ARE SUBSTANTIAL RISKS INVOLVED IN THE
PURCHASE OF THE RESTRICTED SHARES.
(E)
THE EMPLOYEE ACQUIRING RESTRICTED SHARES
HEREUNDER CONFIRMS THAT (I) THE EMPLOYEE IS FAMILIAR WITH THE BUSINESS OF THE
COMPANY, (II) THE EMPLOYEE HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF THE
OFFICERS AND DIRECTORS OF THE COMPANY AND TO OBTAIN (AND THAT THE EMPLOYEE HAS
RECEIVED TO ITS SATISFACTION) SUCH INFORMATION ABOUT THE BUSINESS AND FINANCIAL
CONDITION OF THE COMPANY AS HE HAS REASONABLY REQUESTED, AND (III) THE EMPLOYEE
HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS SUCH THAT
SUCH EMPLOYEE IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF THE PROSPECTIVE
INVESTMENT IN THE RESTRICTED SHARES.
(F)
THE EMPLOYEE'S RESIDENCE AND SOCIAL
SECURITY NUMBER ARE AS SET FORTH BELOW THE EMPLOYEE'S SIGNATURE TO THIS
AGREEMENT.
(G)
IN FORMULATING A DECISION TO ENTER INTO THIS
AGREEMENT, SUCH EMPLOYEE HAS RELIED SOLELY UPON AN INDEPENDENT INVESTIGATION OF
THE COMPANY'S BUSINESS AND UPON CONSULTATIONS WITH THE EMPLOYEE'S LEGAL AND
FINANCIAL ADVISORS WITH RESPECT TO THIS AGREEMENT AND THE NATURE OF THE
EMPLOYEE'S INVESTMENT.
3
(H)
SUCH EMPLOYEE REPRESENTS AND WARRANTS TO THE
COMPANY THAT IT QUALIFIES AS AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF
RULE 501(A) OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT.
4.
SECURITIES HOLDERS AGREEMENT.
THE
EMPLOYEE HEREBY ACKNOWLEDGES AND AGREES THAT THE RESTRICTED SHARES SHALL BE
TREATED AS "SECURITIES" UNDER THE AMENDED AND RESTATED SECURITIES HOLDERS
AGREEMENT, DATED AS OF JUNE 28, 2000, AMONG