THE OPTION, AND IN THE KIND OF SHARES COVERED
THEREBY, AS THE BOARD, 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 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 BOARD, IN
ITS DISCRETION, MAY PROVIDE IN SUBSTITUTION FOR THE OPTION SUCH ALTERNATIVE
CONSIDERATION AS IT MAY DETERMINE TO BE EQUITABLE IN THE CIRCUMSTANCES AND MAY
REQUIRE IN CONNECTION THEREWITH THE SURRENDER OF THE OPTION.
11.
AVAILABILITY OF COMMON SHARES.
THE COMPANY
SHALL AT ALL TIMES UNTIL THE EXPIRATION OF THE OPTION RESERVE AND KEEP
AVAILABLE, EITHER IN ITS TREASURY OR OUT OF ITS AUTHORIZED BUT UNISSUED COMMON
SHARES, THE FULL NUMBER OF OPTIONED SHARES DELIVERABLE UPON THE EXERCISE OF THE
OPTION.
12.
AMENDMENTS.
ANY AMENDMENT TO THE PLAN SHALL
BE DEEMED TO BE AN AMENDMENT TO THIS AGREEMENT TO THE EXTENT THAT THE AMENDMENT
IS APPLICABLE HERETO; PROVIDED, HOWEVER, THAT NO AMENDMENT SHALL ADVERSELY
AFFECT THE RIGHTS OF THE OPTIONEE UNDER THIS AGREEMENT WITHOUT THE OPTIONEE'S
CONSENT.
13.
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.
14.
RELATION TO PLAN.
THIS AGREEMENT IS SUBJECT
TO THE TERMS AND CONDITIONS OF THE PLAN.
IN THE EVENT OF ANY INCONSISTENCY
BETWEEN THE PROVISIONS OF THIS AGREEMENT AND THE PLAN, THE PLAN SHALL GOVERN.
CAPITALIZED TERMS USED HEREIN WITHOUT DEFINITION SHALL HAVE THE MEANINGS
ASSIGNED TO THEM IN THE PLAN.
THE COMMITTEE ACTING PURSUANT TO THE PLAN, AS
CONSTITUTED FROM TIME TO TIME, SHALL, EXCEPT AS EXPRESSLY PROVIDED OTHERWISE
HEREIN, HAVE THE RIGHT TO DETERMINE ANY QUESTIONS WHICH ARISE IN CONNECTION WITH
THE OPTION OR ITS EXERCISE.
4
15.
SUCCESSORS AND ASSIGNS.
WITHOUT LIMITING SECTION 4 HEREOF, THE
PROVISIONS OF THIS AGREEMENT SHALL INURE TO THE BENEFIT OF, AND BE BINDING UPON,
THE SUCCESSORS, ADMINISTRATORS, HEIRS, LEGAL REPRESENTATIVES AND ASSIGNS OF THE
OPTIONEE, AND THE SUCCESSORS AND ASSIGNS OF THE COMPANY.
16.
GOVERNING LAW.
THE INTERPRETATION, PERFORMANCE, AND ENFORCEMENT
OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE,
WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.
EACH PARTY
TO THIS AGREEMENT HEREBY CONSENTS AND SUBMITS HIMSELF, HERSELF OR ITSELF TO THE
JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE FOR THE PURPOSES OF ANY
LEGAL ACTION OR PROCEEDING ARISING OUT OF THIS