FOLLOWING THE TERMINATION OF SERVICE TO OR EMPLOYMENT BY
THE COMPANY, AND (Y) PROVIDE THAT ALL VESTED OPTIONS ARE EXERCISABLE BY THE
INSIDER UNTIL DEFAULT EXPIRATION UNDER THE APPLICABLE PLAN (I.E., TEN (10) YEARS
FROM THE DATE OF GRANT).
IN THE EVENT THIS AGREEMENT IS TERMINATED PURSUANT TO
SECTION 4(F), THE LIMITATIONS ON EXERCISE CONTEMPLATED BY CLAUSES (I) THROUGH
(V) OF SECTION 3(C) SHALL TERMINATE, BUT THE EXERCISABILITY OF THE INSIDER'S
VESTED OPTIONS UNTIL DEFAULT EXPIRATION UNDER THE APPLICABLE PLAN AND STOCK
OPTION AGREEMENT (I.E., TEN (10) YEARS FROM THE DATE OF GRANT) SHALL SURVIVE
INDEFINITELY.
6
4.
MISCELLANEOUS.
(A)
REPRESENTATION OF INSIDER.
THE INSIDER HEREBY REPRESENTS
THAT THE NUMBER OF OPTIONS SET FORTH OPPOSITE HIS NAME ON SCHEDULE A HERETO
REPRESENTS ALL OPTIONS OWNED BY HIM AS OF THE DATE HEREOF.
(B)
GOVERNING LAW; JURISDICTION. ALL QUESTIONS CONCERNING THE
CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL
BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT
TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE
OF NEW YORK OR ANY OTHER JURISDICTIONS) THAT WOULD CAUSE THE APPLICATION OF THE
LAWS OF ANY JURISDICTIONS OTHER THAN THE STATE OF NEW YORK.
EACH PARTY HEREBY
IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL
COURTS SITTING IN THE COUNTY OF ALBANY, STATE OF NEW YORK, FOR THE ADJUDICATION
OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION
CONTEMPLATED HEREBY OR DISCUSSED HEREIN, AND HEREBY IRREVOCABLY WAIVES, AND
AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT
PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION
OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH
SUIT, ACTION OR PROCEEDING IS IMPROPER.
(C)
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS,
ALL OF WHICH SHALL BE CONSIDERED ONE AND THE SAME AGREEMENT AND SHALL BECOME
EFFECTIVE WHEN COUNTERPARTS HAVE BEEN SIGNED BY EACH PARTY AND DELIVERED TO THE
OTHER PARTY; PROVIDED THAT A FACSIMILE, ELECTRONIC OR .PDF SIGNATURE SHALL BE
CONSIDERED DUE EXECUTION AND SHALL BE BINDING UPON THE SIGNATORY THERETO WITH
THE SAME FORCE AND EFFECT AS IF THE SIGNATURE WERE AN ORIGINAL, NOT A FACSIMILE,
ELECTRONIC OR .PDF SIGNATURE.
(D)
SEVERABILITY. IF ANY PROVISION OF THIS AGREEMENT IS PROHIBITED
BY LAW OR OTHERWISE DETERMINED TO BE INVALID OR UNENFORCEABLE BY A COURT OF
COMPETENT JURISDICTION, THE PROVISION THAT WOULD OTHERWISE BE PROHIBITED,
INVALID OR UNENFORCEABLE SHALL BE DEEMED AMENDED TO APPLY TO THE BROADEST EXTENT
THAT IT WOULD BE VALID AND ENFORCEABLE, AND THE INVALIDITY OR UNENFORCEABILITY
OF SUCH PROVISION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PROVISIONS OF
THIS AGREEMENT SO LONG AS THIS AGREEMENT AS SO MODIFIED CONTINUES TO EXPRESS,
WITHOUT MATERIAL CHANGE, THE ORIGINAL INTENTIONS OF THE PARTIES AS TO THE
SUBJECT MATTER HEREOF AND THE PROHIBITED NATURE, INVALIDITY OR UNENFORCEABILITY
OF THE PROVISION(S) IN QUESTION DOES NOT SUBSTANTIALLY IMPAIR THE