ACKNOWLEDGES THAT IT IS PARTICIPANT'S SOLE RESPONSIBILITY, AND NOT THE
CORPORATION'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(B), EVEN IF
PARTICIPANT REQUESTS THE CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING
ON HIS OR HER BEHALF.
E.
GENERAL PROVISIONS
1.
ASSIGNMENT.
THE CORPORATION MAY ASSIGN
THE REPURCHASE RIGHT TO ANY PERSON OR ENTITY SELECTED BY THE BOARD, INCLUDING
(WITHOUT LIMITATION) ONE OR MORE STOCKHOLDERS OF THE CORPORATION.
2.
AT WILL EMPLOYMENT.
NOTHING IN THIS
AGREEMENT OR IN THE PLAN SHALL CONFER UPON PARTICIPANT ANY RIGHT TO CONTINUE IN
SERVICE FOR ANY PERIOD OF SPECIFIC DURATION OR INTERFERE WITH OR OTHERWISE
RESTRICT IN ANY WAY THE RIGHTS OF THE CORPORATION (OR ANY PARENT OR SUBSIDIARY
EMPLOYING OR RETAINING PARTICIPANT) OR OF PARTICIPANT, WHICH RIGHTS ARE HEREBY
EXPRESSLY RESERVED BY EACH, TO TERMINATE PARTICIPANT'S SERVICE AT ANY TIME FOR
ANY REASON, WITH OR WITHOUT CAUSE.
3.
NOTICES.
ANY NOTICE REQUIRED TO BE
GIVEN UNDER THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED EFFECTIVE
UPON PERSONAL DELIVERY OR UPON DEPOSIT IN THE U.S.
MAIL, REGISTERED OR
CERTIFIED, POSTAGE PREPAID AND PROPERLY ADDRESSED TO THE PARTY ENTITLED TO SUCH
NOTICE AT THE ADDRESS INDICATED BELOW SUCH PARTY'S SIGNATURE LINE ON THIS
AGREEMENT OR AT SUCH OTHER ADDRESS AS SUCH PARTY MAY DESIGNATE BY TEN (10) DAYS
ADVANCE WRITTEN NOTICE UNDER THIS PARAGRAPH TO ALL OTHER PARTIES TO THIS
AGREEMENT.
4.
NO WAIVER.
THE FAILURE OF THE
CORPORATION IN ANY INSTANCE TO EXERCISE THE REPURCHASE RIGHT SHALL NOT
CONSTITUTE A WAIVER OF ANY OTHER REPURCHASE RIGHTS THAT MAY SUBSEQUENTLY ARISE
UNDER THE PROVISIONS OF THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN THE
CORPORATION AND PARTICIPANT.
NO WAIVER OF ANY BREACH OR CONDITION OF THIS
AGREEMENT SHALL BE DEEMED TO BE A WAIVER OF ANY OTHER OR SUBSEQUENT BREACH OR
CONDITION, WHETHER OF LIKE OR DIFFERENT NATURE.
5.
CANCELLATION OF SHARES.
IF THE
CORPORATION SHALL MAKE AVAILABLE, AT THE TIME AND PLACE AND IN THE AMOUNT AND
FORM PROVIDED IN THIS AGREEMENT, THE CONSIDERATION
4
FOR THE PURCHASED SHARES TO BE REPURCHASED IN ACCORDANCE WITH THE PROVISIONS OF
THIS AGREEMENT, THEN FROM AND AFTER SUCH TIME, THE PERSON FROM WHOM SUCH SHARES
ARE TO BE REPURCHASED SHALL NO LONGER HAVE ANY RIGHTS AS A HOLDER OF SUCH SHARES
(OTHER THAN THE RIGHT TO RECEIVE PAYMENT OF SUCH CONSIDERATION IN ACCORDANCE
WITH THIS AGREEMENT).
SUCH SHARES SHALL BE DEEMED PURCHASED IN ACCORDANCE WITH
THE APPLICABLE PROVISIONS HEREOF, AND THE CORPORATION SHALL BE DEEMED THE OWNER
AND HOLDER OF SUCH SHARES, WHETHER OR NOT THE CERTIFICATES THEREFOR HAVE BEEN
DELIVERED AS REQUIRED BY THIS AGREEMENT.
6.
PARTICIPANT UNDERTAKING.
PARTICIPANT
HEREBY AGREES TO TAKE WHATEVER ADDITIONAL ACTION AND EXECUTE WHATEVER ADDITIONAL
DOCUMENTS THE CORPORATION MAY DEEM NECESSARY OR ADVISABLE IN ORDER TO CARRY OUT
OR EFFECT ONE OR MORE OF THE OBLIGATIONS OR RESTRICTIONS IMPOSED ON EITHER
PARTICIPANT OR THE PURCHASED SHARES PURSUANT TO THE PROVISIONS OF THIS
AGREEMENT.
7.
AGREEMENT IS ENTIRE CONTRACT.
THIS
AGREEMENT CONSTITUTES THE ENTIRE CONTRACT BETWEEN THE PARTIES HERETO