THE FUTURE VALUE OF THE OPTION AND THE OPTION SHARES IS UNKNOWN
AND CANNOT BE PREDICTED WITH CERTAINTY;
10.
IF THE OPTION SHARES DO NOT INCREASE IN VALUE, THE OPTION WILL
HAVE NO VALUE;
11.
IF PARTICIPANT EXERCISES THE OPTION AND OBTAINS SHARES, THE VALUE
OF THOSE SHARES MAY INCREASE OR DECREASE IN VALUE, EVEN BELOW THE EXERCISE PRICE
PER SHARE;
12.
IN CONSIDERATION OF THE GRANT OF THE OPTION, NO CLAIM OR
ENTITLEMENT TO COMPENSATION OR DAMAGES SHALL ARISE FROM FORFEITURE OF THE OPTION
RESULTING FROM TERMINATION OF PARTICIPANT'S STATUS AS A SERVICE PROVIDER FOR THE
COMPANY OR THE EMPLOYER (FOR ANY REASON WHATSOEVER AND WHETHER OR NOT IN BREACH
OF LOCAL LABOR LAWS), AND PARTICIPANT IRREVOCABLY RELEASES THE COMPANY AND THE
EMPLOYER FROM ANY SUCH CLAIM THAT MAY ARISE; IF, NOTWITHSTANDING THE FOREGOING,
ANY SUCH CLAIM IS FOUND BY A COURT OF COMPETENT JURISDICTION TO HAVE ARISEN,
PARTICIPANT SHALL BE DEEMED IRREVOCABLY TO HAVE WAIVED HIS OR HER ENTITLEMENT TO
PURSUE SUCH CLAIM;
13.
IN THE EVENT OF TERMINATION OF PARTICIPANT'S STATUS AS A SERVICE
PROVIDER (WHETHER OR NOT IN BREACH OF LOCAL LABOR LAWS), PARTICIPANT'S RIGHT TO
VEST IN THE OPTION UNDER THE PLAN, IF ANY, WILL TERMINATE EFFECTIVE AS OF THE
DATE THAT PARTICIPANT'S STATUS AS AN ACTIVE SERVICE PROVIDER TERMINATES AND WILL
NOT BE EXTENDED BY ANY NOTICE PERIOD MANDATED UNDER LOCAL LAW (E.G., STATUS AS
AN ACTIVE SERVICE PROVIDER WOULD NOT INCLUDE A PERIOD OF "GARDEN LEAVE" OR
SIMILAR PERIOD PURSUANT TO LOCAL LAW); THE ADMINISTRATOR SHALL HAVE THE
EXCLUSIVE DISCRETION TO DETERMINE WHEN PARTICIPANT'S STATUS AS AN ACTIVE SERVICE
PROVIDER HAS TERMINATED FOR PURPOSES OF THE OPTION GRANT; AND
14.
THE OPTION AND BENEFITS UNDER THE PLAN, IF ANY, WILL NOT
AUTOMATICALLY TRANSFER TO ANOTHER COMPANY IN THE CASE OF A MERGER, TAKEOVER OR
TRANSFER OF LIABILITY.
J.
NO ADVICE REGARDING GRANT.
PARTICIPANT UNDERSTANDS THAT HE/SHE
MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF PARTICIPANT'S PARTICIPATION
IN THE PLAN INCLUDING, WITHOUT LIMITATION, EXERCISE OF THE OPTION, OR PURCHASE
OR DISPOSITON OF THE SHARES.
PARTICIPANT REPRESENTS THAT PARTICIPANT HAS
CONSULTED WITH ANY TAX, LEGAL OR FINANCIAL CONSULTANTS PARTICIPANT DEEMS
ADVISABLE IN CONNECTION WITH THE EXERCISE OF THE OPTION, OR PURCHASE OR
DISPOSITON OF THE SHARES, AND THAT PARTICIPANT IS NOT RELYING ON THE COMPANY FOR
ANY TAX ADVICE.
K.
DATA PRIVACY.
1.
PARTICIPANT HEREBY EXPLICITLY AND UNAMBIGUOUSLY CONSENTS TO THE
COLLECTION, USE AND TRANSFER, IN ELECTRONIC OR OTHER FORM, OF PARTICIPANT'S
PERSONAL DATA AS DESCRIBED IN THIS
AWARD AGREEMENT AND ANY OTHER OPTION GRANT
MATERIALS BY AND AMONG, AS APPLICABLE, THE EMPLOYER, THE COMPANY AND ANY OTHER
SUBSIDIARY OR AFFILIATE FOR THE EXCLUSIVE PURPOSE OF IMPLEMENTING, ADMINISTERING
AND MANAGING MY PARTICIPATION IN THE PLAN.
2.
PARTICIPANT UNDERSTANDS THAT THE COMPANY AND THE EMPLOYER MAY
HOLD CERTAIN PERSONAL INFORMATION ABOUT PARTICIPANT, INCLUDING, BUT NOT LIMITED
TO, PARTICIPANT'S NAME, HOME ADDRESS AND TELEPHONE NUMBER, DATE OF BIRTH, SOCIAL
INSURANCE NUMBER OR OTHER IDENTIFICATION NUMBER, SALARY, NATIONALITY, JOB TITLE,
ANY SHARES OR DIRECTORSHIPS HELD IN THE