(F)
NEITHER THE SHARES, NOR ANY INTEREST
THEREIN OR AMOUNT PAYABLE IN RESPECT THEREOF, MAY BE SOLD, ASSIGNED,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF, ALIENATED OR ENCUMBERED, EITHER
VOLUNTARILY OR INVOLUNTARY, UNTIL THE EARLIEST TO OCCUR OF (I) THE SECOND
ANNIVERSARY OF THE EFFECTIVE DATE, (II) THE DAY UPON WHICH THE GRANTEE'S
EMPLOYMENT WITH THE CORPORATION TERMINATES UNDER ANY OF THE CIRCUMSTANCES
DESCRIBED IN SECTION 5.3(B) OR 5.3(C) OF THE EMPLOYMENT AGREEMENT AND THE
GRANTEE IS ENTITLED TO THE SEVERANCE BENEFITS PROVIDED THEREUNDER (AFTER HAVING
MET THE REQUIREMENTS THEREUNDER, INCLUDING, WITHOUT LIMITATION, HAVING PROVIDED
THE REQUIRED RELEASE AS CONTEMPLATED BY THE EMPLOYMENT AGREEMENT), OR (III)
IMMEDIATELY PRECEDING A CHANGE IN CONTROL EVENT (AS SUCH TERM IS DEFINED IN THE
CORPORATION'S 2001 STOCK OPTION PLAN (THE "2001 PLAN") OR A GOING PRIVATE
TRANSACTION (AS DEFINED BELOW).
THE TRANSFER RESTRICTIONS IN THE PRECEDING
SENTENCE SHALL NOT APPLY TO TRANSFERS TO THE CORPORATION.
(G)
IN CONNECTION WITH EACH PURCHASE AND SALE OF
THE SHARES PURSUANT HERETO, THE EXECUTIVE REPRESENTS AND WARRANTS TO THE
CORPORATION THAT:
(I)
THE SHARES TO BE ACQUIRED BY THE
EXECUTIVE PURSUANT TO THIS AGREEMENT SHALL BE ACQUIRED FOR THE EXECUTIVE'S OWN
ACCOUNT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, A DISTRIBUTION THEREOF IN
VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
ANY APPLICABLE STATE SECURITIES LAWS, AND THE SHARES WILL NOT BE DISPOSED OF IN
CONTRAVENTION OF THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS;
(II)
THE EXECUTIVE IS AN "ACCREDITED INVESTOR"
AS SUCH TERM IS DEFINED IN RULE 501 PROMULGATED UNDER THE SECURITIES ACT AND IS
SOPHISTICATED IN FINANCIAL MATTERS;
(III)
THE EXECUTIVE IS ABLE TO BEAR THE ECONOMIC
RISK OF HIS INVESTMENT IN THE SHARES FOR AN INDEFINITE PERIOD OF TIME BECAUSE
THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND, THEREFORE,
CANNOT BE SOLD UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OR AN
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE;
(IV)
THE EXECUTIVE HAS HAD THE OPPORTUNITY TO ASK
QUESTIONS OF, AND RECEIVE ANSWERS FROM, THE CORPORATION AND ITS MANAGEMENT
CONCERNING THE TERMS AND CONDITIONS OF THE OFFERING OF THE COMMON STOCK AND TO
OBTAIN INFORMATION REGARDING THE CORPORATION'S CONDITION (FINANCIAL AND
OTHERWISE) AND OPERATIONS; AND
(V)
THIS AGREEMENT AND EACH OF THE OTHER
AGREEMENTS CONTEMPLATED HEREBY TO WHICH SUCH EXECUTIVE IS A PARTY CONSTITUTE
LEGAL, VALID AND BINDING OBLIGATIONS OF THE EXECUTIVE, ENFORCEABLE IN ACCORDANCE
WITH THEIR TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY,
INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER LAWS AFFECTING CREDITORS' RIGHTS
GENERALLY AND LIMITATIONS ON THE AVAILABILITY OF EQUITABLE REMEDIES, AND THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND SUCH OTHER AGREEMENTS
BY SUCH EXECUTIVE DOES NOT AND
2
SHALL NOT CONFLICT WITH, VIOLATE OR CAUSE A BREACH OF ANY AGREEMENT, CONTRACT OR
INSTRUMENT TO WHICH THE EXECUTIVE IS A PARTY OR ANY JUDGMENT OR DECREE TO WHICH
THE EXECUTIVE IS SUBJECT;
(H)
AS AN INDUCEMENT TO THE EXECUTIVE TO ENTER
INTO THIS AGREEMENT AND PURCHASE THE SHARES, THE