EMPLOYMENT BY THE COMPANY AND ITS SUBSIDIARIES, NOR
LIMIT OR AFFECT IN ANY MANNER THE RIGHT OF THE COMPANY AND ITS SUBSIDIARIES TO
TERMINATE THE EMPLOYMENT OR ADJUST THE COMPENSATION OF THE OPTIONEE.
8.
TAXES AND WITHHOLDING.
TO THE EXTENT
THAT THE COMPANY SHALL BE REQUIRED TO WITHHOLD ANY FEDERAL, STATE, LOCAL OR
OTHER TAXES IN CONNECTION WITH COMMON SHARES OBTAINED UPON THE EXERCISE OF THE
OPTION RIGHT, AND THE AMOUNTS AVAILABLE TO THE COMPANY FOR SUCH WITHHOLDING ARE
INSUFFICIENT, IT SHALL BE A CONDITION TO THE DELIVERY OF SUCH COMMON SHARES THAT
THE OPTIONEE SHALL PAY SUCH TAXES OR MAKE PROVISIONS THAT ARE SATISFACTORY TO
THE COMPANY FOR THE PAYMENT THEREOF.
THE OPTIONEE MAY ELECT TO SATISFY ALL OR
ANY PART OF ANY SUCH WITHHOLDING OBLIGATION BY SURRENDERING TO THE COMPANY A
PORTION OF THE COMMON SHARES THAT ARE DELIVERED TO THE OPTIONEE UPON THE
EXERCISE OF THE OPTION RIGHT, AND THE COMMON SHARES SO SURRENDERED BY THE
OPTIONEE SHALL BE CREDITED AGAINST ANY SUCH WITHHOLDING OBLIGATION AT THE MARKET
VALUE PER SHARE OF SUCH SHARES ON THE DATE OF SUCH SURRENDER.
9.
ADJUSTMENTS.
THE COMMITTEE MAY MAKE OR
PROVIDE FOR SUCH ADJUSTMENTS IN THE OPTION PRICE AND IN THE NUMBER AND KIND OF
SHARES OF STOCK COVERED BY THIS AGREEMENT, AS THE COMMITTEE, IN ITS SOLE
DISCRETION, EXERCISED IN GOOD FAITH, MAY DETERMINE IS EQUITABLY REQUIRED TO
PREVENT DILUTION OR ENLARGEMENT OF THE OPTIONEE'S RIGHTS THAT OTHERWISE WOULD
RESULT FROM (A) ANY STOCK DIVIDEND, STOCK SPLIT, COMBINATION OF SHARES,
RECAPITALIZATION, OR OTHER CHANGE IN THE CAPITAL STRUCTURE OF THE COMPANY, (B)
ANY MERGER, CONSOLIDATION, SPIN-OFF, SPLIT-OFF, SPIN-OUT, SPLIT-UP,
REORGANIZATION, PARTIAL OR COMPLETE LIQUIDATION, OR OTHER DISTRIBUTION OF ASSETS
(INCLUDING, WITHOUT LIMITATION, A SPECIAL OR LARGE NON-RECURRING DIVIDEND) OR
ISSUANCE OF RIGHTS OR WARRANTS TO PURCHASE SECURITIES, OR (C) ANY OTHER
CORPORATE TRANSACTION OR EVENT HAVING AN EFFECT SIMILAR TO ANY OF THE
FOREGOING.
IN THE EVENT OF ANY SUCH TRANSACTION OR EVENT, THE COMMITTEE, IN ITS
DISCRETION, MAY PROVIDE IN SUBSTITUTION FOR THE COMMON SHARES SUCH ALTERNATIVE
CONSIDERATION AS IT MAY DETERMINE TO BE EQUITABLE IN THE CIRCUMSTANCES AND MAY
REQUIRE IN CONNECTION THEREWITH THE SURRENDER OF THE COMMON SHARES.
10.
AMENDMENTS.
SUBJECT TO THE TERMS OF THE
PROGRAM, THE COMMITTEE MAY MODIFY THIS AGREEMENT UPON WRITTEN NOTICE TO THE
OPTIONEE.
ANY AMENDMENT TO THE PROGRAM SHALL BE DEEMED TO BE AN AMENDMENT TO
THIS AGREEMENT TO THE EXTENT THAT THE AMENDMENT IS APPLICABLE HERETO.
11.
SEVERABILITY.
IN THE EVENT THAT ONE OR MORE
OF THE PROVISIONS OF THIS AGREEMENT SHALL BE INVALIDATED FOR ANY REASON BY A
COURT OF COMPETENT JURISDICTION, ANY PROVISION SO INVALIDATED SHALL BE DEEMED TO
BE SEPARABLE FROM THE OTHER PROVISIONS HEREOF, AND THE REMAINING PROVISIONS
HEREOF SHALL CONTINUE TO BE VALID AND FULLY ENFORCEABLE.
12.
RELATION TO PROGRAM.
THE OPTION RIGHT
GRANTED UNDER THIS AGREEMENT AND ALL THE TERMS AND CONDITIONS HEREOF ARE SUBJECT
TO THE TERMS AND CONDITIONS OF THE PROGRAM.
THIS AGREEMENT AND THE PROGRAM
CONTAIN THE ENTIRE AGREEMENT AND