determine when Optionee is no longer
providing ongoing service to the Company for purposes of administering
Optionee's Option, except as may be expressly prohibited by the laws of the
jurisdiction in which the Optionee is employed.
(d)
The future value of the Shares is unknown and cannot be predicted
with certainty.
(E)
CHOICE OF LANGUAGE.
(I)
FOR EMPLOYEES OF CANADIAN LOCATIONS:
THE UNDERSIGNED AGREES THAT
IT IS HIS OR HER EXPRESS WISH THAT THIS FORM AND ALL DOCUMENTS RELATING TO HIS
OR HER PARTICIPATION IN THE SCHEME BE DRAWN IN THE ENGLISH LANGUAGE ONLY.
LE
SOUSSIGNÉ CONVIENT QUE SA VOLONTÉ EXPRESSE EST QUE CE FORMULAIRE AINSI QUE TOUS
LES DOCUMENTS SE RAPPORTANT À SA PARTICIPATION AU RÉGIME SOIENT RÉDIGÉS EN
LANGUE ANGLAISE SEULEMENT.
(ii)
For Employees of Locations Other than Canada:
Optionee has
received this Agreement and any other related communications and consents to
having received these documents solely in English.
14.
BINDING AGREEMENT.
SUBJECT TO THE LIMITATION ON THE
TRANSFERABILITY OF THIS GRANT CONTAINED HEREIN, THIS AGREEMENT WILL BE BINDING
UPON AND INURE TO THE BENEFIT OF THE HEIRS, LEGATEES, LEGAL REPRESENTATIVES,
SUCCESSORS AND ASSIGNS OF THE PARTIES HERETO.
15.
ADDITIONAL CONDITIONS TO ISSUANCE OF STOCK.
IF AT ANY TIME THE
COMPANY WILL DETERMINE, IN ITS DISCRETION, THAT THE LISTING, REGISTRATION OR
QUALIFICATION OF THE SHARES UPON ANY SECURITIES EXCHANGE OR UNDER ANY STATE OR
FEDERAL LAW, OR THE CONSENT OR APPROVAL OF ANY GOVERNMENTAL REGULATORY AUTHORITY
IS NECESSARY OR DESIRABLE AS A CONDITION TO THE ISSUANCE OF SHARES TO THE
OPTIONEE (OR OPTIONEE'S ESTATE), SUCH ISSUANCE WILL NOT OCCUR UNLESS AND UNTIL
SUCH LISTING, REGISTRATION, QUALIFICATION, CONSENT OR APPROVAL WILL HAVE BEEN
EFFECTED OR OBTAINED FREE OF ANY CONDITIONS NOT ACCEPTABLE TO THE COMPANY.
THE
COMPANY WILL MAKE ALL REASONABLE EFFORTS TO MEET THE REQUIREMENTS OF ANY SUCH
STATE OR FEDERAL LAW OR SECURITIES EXCHANGE AND TO OBTAIN ANY SUCH CONSENT OR
APPROVAL OF ANY SUCH GOVERNMENTAL AUTHORITY.
8
16.
ADMINISTRATOR AUTHORITY.
THE ADMINISTRATOR HAS THE POWER TO
INTERPRET THE PLAN, THE NOTICE OF GRANT AND THIS AGREEMENT AND TO ADOPT SUCH
RULES FOR THE ADMINISTRATION, INTERPRETATION AND APPLICATION THEREOF AS ARE
CONSISTENT THEREWITH AND TO INTERPRET OR REVOKE ANY SUCH RULES.
ANY DISPUTE
REGARDING THE INTERPRETATION OF THIS AGREEMENT WILL BE SUBMITTED BY OPTIONEE OR
BY THE COMPANY FORTHWITH TO THE ADMINISTRATOR WHICH WILL REVIEW SUCH DISPUTE AT
ITS NEXT REGULAR MEETING.
ALL ACTIONS TAKEN AND ALL INTERPRETATIONS AND
DETERMINATIONS MADE BY THE ADMINISTRATOR IN GOOD FAITH WILL BE FINAL AND BINDING
UPON OPTIONEE, THE COMPANY AND ALL OTHER INTERESTED PERSONS.
NO MEMBER OF THE
ADMINISTRATOR WILL BE PERSONALLY LIABLE FOR ANY ACTION, DETERMINATION OR
INTERPRETATION MADE IN GOOD FAITH WITH RESPECT TO THE PLAN, THE NOTICE OF GRANT
OR THIS AGREEMENT.
17.
ADDRESS FOR NOTICES.
ANY NOTICE TO BE GIVEN TO THE COMPANY UNDER
THE TERMS OF THIS AGREEMENT WILL BE MADE IN WRITING AND DEEMED EFFECTIVE: (I)
UPON DELIVERY WHEN DELIVERED IN PERSON; OR (III) WHEN DELIVERED BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID,