THE COMPANY AT ITS THEN CURRENT PRINCIPAL
EXECUTIVE OFFICE OR TO SUCH OTHER ADDRESS AS THE COMPANY MAY HEREAFTER DESIGNATE
TO THE OPTIONEE BY NOTICE AS PROVIDED IN THIS SECTION.
ANY NOTICE TO BE GIVEN
TO THE OPTIONEE HEREUNDER SHALL BE ADDRESSED TO THE OPTIONEE AT THE ADDRESS SET
FORTH BENEATH HIS SIGNATURE HERETO, OR AT SUCH OTHER ADDRESS AS THE OPTIONEE MAY
HEREAFTER DESIGNATE TO THE COMPANY BY NOTICE AS PROVIDED HEREIN.
A NOTICE SHALL
BE DEEMED TO HAVE BEEN DULY GIVEN WHEN PERSONALLY DELIVERED OR MAILED BY
REGISTERED OR CERTIFIED MAIL TO THE PARTY ENTITLED TO RECEIVE IT.
13.
WITHHOLDING TAXES.
AT THE TIME THE OPTION IS EXERCISED, THE
OPTIONEE HEREBY AUTHORIZES WITHHOLDING FROM PAYROLL AND OTHER AMOUNTS PAYABLE TO
OPTIONEE BY THE COMPANY, OR WILL REMIT TO THE COMPANY, AN AMOUNT SUFFICIENT TO
SATISFY FEDERAL, STATE, AND LOCAL WITHHOLDING TAX REQUIREMENTS PRIOR TO THE
DELIVERY OF ANY CERTIFICATE OR CERTIFICATES FOR SUCH SHARES.
14.
ENTIRE AGREEMENT; GOVERNING LAW.
THIS AGREEMENT, TOGETHER WITH
THE SEVERANCE AGREEMENT, CONSTITUTE THE ENTIRE AGREEMENT OF THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE IN THEIR ENTIRETY ALL PRIOR
UNDERTAKINGS AND AGREEMENTS OF THE COMPANY AND OPTIONEE WITH RESPECT TO THE
SUBJECT MATTER HEREOF, AND MAY NOT BE MODIFIED ADVERSELY TO THE OPTIONEE'S
INTEREST EXCEPT BY MEANS OF A WRITING SIGNED BY THE COMPANY AND OPTIONEE.
THIS
AGREEMENT IS GOVERNED BY THE INTERNAL SUBSTANTIVE LAWS, BUT NOT THE CHOICE OF
LAW RULES, OF OREGON.
15.
COMPLIANCE WITH SECURITIES LAW.
THIS OPTION WILL BE SUBJECT TO
THE REQUIREMENT THAT IF, AT ANY TIME, COUNSEL TO THE COMPANY WILL DETERMINE THAT
THE LISTING, REGISTRATION OR QUALIFICATION OF THE SHARES SUBJECT HERETO UPON ANY
SECURITIES EXCHANGE OR UNDER ANY STATE OR FEDERAL LAW, OR THE CONSENT OR
APPROVAL OF ANY GOVERNMENTAL OR REGULATORY BODY, OR THAT THE DISCLOSURE OF
NON-PUBLIC INFORMATION OR THE SATISFACTION OF ANY OTHER CONDITION IS NECESSARY
AS A CONDITION OF, OR IN CONNECTION WITH, THE ISSUANCE OR PURCHASE OF SHARES
HEREUNDER, THIS OPTION MAY NOT BE EXERCISED, IN WHOLE OR IN PART, UNLESS SUCH
LISTING, REGISTRATION, QUALIFICATION, CONSENT OR APPROVAL, DISCLOSURE OR
SATISFACTION OF SUCH OTHER CONDITION WILL HAVE BEEN EFFECTED OR OBTAINED ON
TERMS ACCEPTABLE TO THE BOARD.
NOTHING HEREIN WILL BE DEEMED TO REQUIRE THE
COMPANY TO APPLY FOR, EFFECT OR OBTAIN SUCH LISTING, REGISTRATION,
QUALIFICATION, OR DISCLOSURE, OR TO SATISFY SUCH OTHER CONDITION.
16.
RULE 16B-3.
THIS OPTION HAS BEEN GRANTED IN COMPLIANCE WITH RULE
16B-3 AND WILL BE DEEMED TO CONTAIN SUCH ADDITIONAL CONDITIONS OR RESTRICTIONS
AS MAY BE REQUIRED THEREUNDER TO QUALIFY FOR THE MAXIMUM EXEMPTION FROM SECTION
16 OF THE EXCHANGE ACT.
17.
NO GUARANTEE OF CONTINUED SERVICE.
OPTIONEE ACKNOWLEDGES AND
AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS
EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND
NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES
HEREUNDER).
OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT,