IN ANY COURT OF COMPETENT JURISDICTION, TO PREVENT OR OTHERWISE RESTRAIN ANY
SUCH BREACH WITHOUT THE NECESSITY OF PROVING DAMAGES, POSTING A BOND OR OTHER
SECURITY. SUCH RELIEF WILL BE IN ADDITION TO AND NOT IN SUBSTITUTION OF ANY
OTHER REMEDIES AVAILABLE TO THE COMPANY. THE EXISTENCE OF ANY CLAIM OR CAUSE OF
ACTION BY THE GRANTEE AGAINST THE COMPANY OR ANY OF ITS SUBSIDIARIES, WHETHER
PREDICATED ON THIS OPTION AGREEMENT OR OTHERWISE, WILL NOT CONSTITUTE A DEFENSE
TO THE ENFORCEMENT BY THE COMPANY OF THIS OPTION AGREEMENT. THE GRANTEE AGREES
NOT TO DEFEND ON THE BASIS THAT THERE IS AN ADEQUATE REMEDY AT LAW.
20.
GOVERNING LAW. THE VALIDITY, CONSTRUCTION, INTERPRETATION,
ADMINISTRATION AND EFFECT OF THE PLAN, AND OF ITS RULES AND REGULATIONS, AND
RIGHTS RELATING TO THE PLAN AND TO THIS AGREEMENT, SHALL BE GOVERNED BY THE
SUBSTANTIVE LAWS, BUT NOT THE CHOICE OF LAW RULES, OF THE STATE OF DELAWARE. THE
PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMIT TO THE EXCLUSIVE
JURISDICTION OF ANY FEDERAL COURT SITTING IN THE STATE OF MINNESOTA OVER ANY
SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. THE
PARTIES HEREBY AGREE THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY
U.S. REGISTERED MAIL ADDRESSED TO ANY SUCH PARTY SHALL BE EFFECTIVE SERVICE OF
PROCESS FOR ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST A PARTY IN ANY SUCH
COURT. THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY
OBJECTION TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE PARTIES HERETO
AGREE THAT A FINAL JUDGMENT IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN
ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON ANY PARTY AND MAY BE
ENFORCED IN ANY OTHER COURTS TO WHOSE JURISDICTION ANY PARTY IS OR MAY BE
SUBJECT, BY SUIT UPON SUCH JUDGMENT.
(7)
This provision will not be included in Gary Blackford's Option
Agreement.
(8)
This provision will not be included in Gary
Blackford's Option Agreement.
9
21.
WAIVER OF RIGHT TO JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY
COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR
THE PLAN, OR THE ENFORCEMENT HEREOF OR THEREOF. THE GRANTEE AGREES THAT THIS
SECTION 21 IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND ACKNOWLEDGES
THAT THE COMPANY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT IF THIS SECTION 21
WERE NOT PART OF THIS AGREEMENT.
*
*
*
*
*
10
IN WITNESS WHEREOF, the Company and Grantee have executed this Option Agreement
as of the date first above written.
UHS HOLDCO, INC.
By:
Name:
Title:
GRANTEE:
[
]
ANNEX I
Fiscal Year
Base Target EBITDA
Capital Expenditures Target
2007
$
91,805,000
$
58,100,000
2008
$
102,743,000
$