THIS AGREEMENT SHALL BE ADJUSTED TO
REFLECT SUCH SPLIT; PROVIDED, HOWEVER, THAT IF ANY FRACTIONAL SHARES RESULT FROM
SUCH ADJUSTMENT, THE TOTAL NUMBER OF SHARES SHALL BE ROUNDED UP TO THE NEAREST
WHOLE NUMBER.
(B)
RECORD OWNER; DIVIDENDS.
THE GRANTEE AND ANY PERMITTED
TRANSFEREES, DURING THE DURATION OF THIS AGREEMENT, SHALL BE CONSIDERED THE
RECORD OWNERS OF AND SHALL BE ENTITLED TO VOTE THE SHARES IF AND TO THE EXTENT
THE SHARES ARE ENTITLED TO VOTING RIGHTS.
THE GRANTEE AND ANY PERMITTED
TRANSFEREES SHALL BE ENTITLED TO RECEIVE ALL DIVIDENDS AND ANY OTHER
DISTRIBUTIONS DECLARED ON THE SHARES; PROVIDED, HOWEVER, THAT THE COMPANY IS
UNDER NO DUTY TO DECLARE ANY SUCH DIVIDENDS OR TO MAKE ANY SUCH DISTRIBUTION.
(C)
EQUITABLE RELIEF.
THE PARTIES HERETO AGREE AND DECLARE THAT LEGAL
REMEDIES ARE INADEQUATE TO ENFORCE THE PROVISIONS OF THIS AGREEMENT AND THAT
EQUITABLE RELIEF, INCLUDING SPECIFIC PERFORMANCE AND INJUNCTIVE RELIEF, MAY BE
USED TO ENFORCE THE PROVISIONS OF THIS AGREEMENT.
(D)
CHANGE AND MODIFICATIONS.
THIS AGREEMENT MAY NOT BE ORALLY
CHANGED, MODIFIED OR TERMINATED, NOR SHALL ANY ORAL WAIVER OF ANY OF ITS TERMS
BE EFFECTIVE.
THIS AGREEMENT MAY BE CHANGED, MODIFIED OR TERMINATED ONLY BY AN
AGREEMENT IN WRITING SIGNED BY THE COMPANY AND THE GRANTEE.
(E)
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICT
OF LAW PRINCIPLES.
(F)
HEADINGS.
THE HEADINGS ARE INTENDED ONLY FOR CONVENIENCE IN
FINDING THE SUBJECT MATTER AND DO NOT CONSTITUTE PART OF THE TEXT OF THIS
AGREEMENT AND SHALL NOT BE CONSIDERED IN THE INTERPRETATION OF THIS AGREEMENT.
(G)
SAVING CLAUSE.
IF ANY PROVISION(S) OF THIS AGREEMENT SHALL BE
DETERMINED TO BE ILLEGAL OR UNENFORCEABLE, SUCH DETERMINATION SHALL IN NO MANNER
AFFECT THE LEGALITY OR ENFORCEABILITY OF ANY OTHER PROVISION HEREOF.
(H)
NOTICES.
ALL NOTICES, REQUESTS, CONSENTS AND OTHER COMMUNICATIONS
SHALL BE IN WRITING AND BE DEEMED GIVEN WHEN DELIVERED PERSONALLY, BY FACSIMILE
TRANSMISSION OR WHEN RECEIVED IF MAILED BY FIRST CLASS REGISTERED OR CERTIFIED
MAIL, POSTAGE PREPAID.
NOTICES TO THE COMPANY OR THE GRANTEE SHALL BE ADDRESSED
AS SET FORTH UNDERNEATH THEIR SIGNATURES BELOW, OR TO SUCH OTHER ADDRESS OR
ADDRESSES AS MAY HAVE BEEN FURNISHED BY SUCH PARTY IN WRITING TO THE OTHER.
NOTICES TO ANY HOLDER OF THE SHARES OTHER THAN THE GRANTEE SHALL BE ADDRESSED TO
THE ADDRESS FURNISHED BY SUCH HOLDER TO THE COMPANY.
(I)
BENEFIT AND BINDING EFFECT.
THIS AGREEMENT SHALL BE BINDING UPON
AND SHALL INURE TO THE BENEFIT OF THE PARTIES HERETO, THEIR RESPECTIVE
SUCCESSORS, ASSIGNS, AND LEGAL REPRESENTATIVES.
WITHOUT LIMITATION OF THE
FOREGOING, UPON ANY STOCK-FOR-STOCK MERGER IN WHICH THE COMPANY IS NOT THE
SURVIVING ENTITY, SHARES OF THE COMPANY'S SUCCESSOR ISSUED IN RESPECT OF THE
SHARES SHALL REMAIN SUBJECT TO VESTING AND REPURCHASE HEREUNDER.
THE COMPANY
HAS THE RIGHT TO ASSIGN THIS AGREEMENT, AND SUCH ASSIGNEE SHALL BECOME ENTITLED
TO ALL THE RIGHTS OF THE COMPANY HEREUNDER TO THE EXTENT OF SUCH ASSIGNMENT.
(J)
DISPUTE RESOLUTION.
EXCEPT