DETERMINES TO BE NECESSARY AND APPROPRIATE.
THE PARTICIPANT SHALL BE
RESPONSIBLE FOR PAYMENT OF ANY TAXES DUE ON INCOME IN RESPECT OF THE AWARD.
FOR
PURPOSES HEREOF, COMMON SHARES SHALL BE VALUED AT FAIR MARKET VALUE.
13.
NOTICE.
EVERY NOTICE OR OTHER COMMUNICATION
RELATING TO THIS AGREEMENT SHALL BE IN WRITING, AND SHALL BE MAILED TO OR
DELIVERED TO THE PARTY FOR WHOM IT IS INTENDED AT SUCH ADDRESS AS MAY FROM TIME
TO TIME BE DESIGNATED BY IT IN A NOTICE MAILED OR DELIVERED TO THE OTHER PARTY
AS HEREIN PROVIDED; PROVIDED, THAT, UNLESS AND UNTIL SOME OTHER ADDRESS BE SO
DESIGNATED, ALL NOTICES OR COMMUNICATIONS BY THE PARTICIPANT TO THE COMPANY
SHALL BE MAILED OR DELIVERED TO THE COMPANY AT ITS PRINCIPAL PARTICIPANT OFFICE,
AND ALL NOTICES OR COMMUNICATIONS BY THE COMPANY TO THE PARTICIPANT MAY BE GIVEN
TO THE PARTICIPANT PERSONALLY OR MAY BE MAILED TO HIM/HER AT HIS/HER ADDRESS AS
RECORDED IN THE RECORDS OF THE COMPANY.
14.
SECTION 409A.
NOTWITHSTANDING ANYTHING
HEREIN TO THE CONTRARY, THIS AGREEMENT IS INTENDED TO BE INTERPRETED AND APPLIED
SO THAT THE PAYMENTS AND BENEFITS SET FORTH HEREIN EITHER SHALL EITHER BE EXEMPT
FROM THE REQUIREMENTS OF CODE SECTION 409A, OR SHALL COMPLY WITH THE
REQUIREMENTS OF CODE SECTION 409A, AND, ACCORDINGLY, TO THE MAXIMUM EXTENT
PERMITTED, THIS AGREEMENT SHALL BE INTERPRETED TO BE EXEMPT FROM OR IN
COMPLIANCE WITH CODE SECTION 409A.
IF THE PARTICIPANT NOTIFIES THE COMPANY
(WITH SPECIFICITY AS TO THE REASON THEREFOR) THAT THE PARTICIPANT BELIEVES THAT
ANY PROVISION OF THIS AGREEMENT
WOULD CAUSE THE PARTICIPANT TO INCUR ANY
ADDITIONAL TAX OR INTEREST UNDER CODE SECTION 409A OR THE COMPANY INDEPENDENTLY
MAKES SUCH DETERMINATION, THE COMPANY SHALL, AFTER CONSULTING WITH THE
PARTICIPANT, REFORM SUCH PROVISION (OR AWARD OF COMPENSATION OR BENEFIT) TO
ATTEMPT TO COMPLY WITH OR BE EXEMPT FROM CODE SECTION 409A THROUGH GOOD FAITH
MODIFICATIONS TO THE MINIMUM EXTENT REASONABLY APPROPRIATE.
TO THE EXTENT THAT
ANY PROVISION HEREOF IS MODIFIED IN ORDER TO COMPLY WITH CODE SECTION 409A, SUCH
MODIFICATION SHALL BE MADE IN GOOD FAITH AND SHALL, TO THE MAXIMUM EXTENT
REASONABLY POSSIBLE, MAINTAIN THE ORIGINAL INTENT AND ECONOMIC BENEFIT TO
PARTICIPANT AND THE COMPANY WITHOUT VIOLATING THE PROVISIONS OF SECTION 409A.
15.
SEVERABILITY.
THE INVALIDITY OR
UNENFORCEABILITY OF ANY PROVISION OF THIS AGREEMENT SHALL NOT AFFECT THE
VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS AGREEMENT, AND EACH
OTHER PROVISION SHALL BE SEVERABLE AND ENFORCEABLE TO THE EXTENT PERMITTED BY
LAW.
16.
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE
PLAN CONTAIN THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO THE
SUBJECT MATTER CONTAINED HEREIN AND SUPERSEDE ALL PRIOR COMMUNICATIONS,
REPRESENTATIONS AND NEGOTIATIONS IN RESPECT THERETO.
NO CHANGE, MODIFICATION OR
WAIVER OF ANY PROVISION OF THIS AGREEMENT SHALL BE VALID UNLESS IN WRITING AND
SIGNED BY THE PARTIES HERETO.
17.
COUNTERPARTS.
THIS AGREEMENT MAY BE SIGNED
IN COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL, WITH THE SAME EFFECT AS IF
THE SIGNATURES THERETO AND HERETO WERE UPON THE SAME