OR TERMINATION OF THE
PLAN SHALL IMPAIR THE RIGHTS OF ANY HOLDER, UNLESS MUTUALLY AGREED OTHERWISE
BETWEEN THE HOLDER AND THE ADMINISTRATOR, WHICH AGREEMENT MUST BE IN WRITING AND
SIGNED BY THE HOLDER AND THE COMPANY.
TERMINATION OF THE PLAN SHALL NOT AFFECT
THE ADMINISTRATOR'S ABILITY TO EXERCISE THE POWERS GRANTED TO IT HEREUNDER WITH
RESPECT TO AWARDS GRANTED OR AWARDED UNDER THE PLAN PRIOR TO THE DATE OF SUCH
TERMINATION.
(E)
REPRICING PROHIBITED.
NOTWITHSTANDING ANY PROVISION IN THIS PLAN
TO THE CONTRARY, ABSENT APPROVAL OF THE STOCKHOLDERS OF THE COMPANY NO AWARD MAY
BE AMENDED TO REDUCE THE PER SHARE EXERCISE PRICE OF THE SHARES SUBJECT TO SUCH
AWARD BELOW THE PER SHARE EXERCISE PRICE AS OF THE DATE THE AWARD IS GRANTED.
IN ADDITION, ABSENT APPROVAL OF THE STOCKHOLDERS OF THE COMPANY NO AWARD MAY BE
GRANTED IN EXCHANGE FOR, OR IN CONNECTION WITH, THE CANCELLATION OR SURRENDER OF
AN AWARD HAVING A HIGHER PER SHARE EXERCISE PRICE.
18
21.
STOCKHOLDER APPROVAL.
THE PLAN WILL BE SUBMITTED FOR THE APPROVAL
OF THE COMPANY'S STOCKHOLDERS WITHIN TWELVE (12) MONTHS AFTER THE DATE OF THE
BOARD'S ADOPTION OF THE PLAN.
AWARDS MAY BE GRANTED OR AWARDED PRIOR TO SUCH
STOCKHOLDER APPROVAL, PROVIDED THAT AWARDS NOT PREVIOUSLY AUTHORIZED UNDER THE
PLAN SHALL NOT BE EXERCISABLE, SHALL NOT VEST AND THE RESTRICTIONS THEREON SHALL
NOT LAPSE PRIOR TO THE TIME WHEN THE PLAN IS APPROVED BY THE STOCKHOLDERS, AND
PROVIDED FURTHER THAT IF SUCH APPROVAL HAS NOT BEEN OBTAINED AT THE END OF SAID
TWELVE-MONTH PERIOD, ANY AWARD PREVIOUSLY GRANTED OR AWARDED BUT NOT PREVIOUSLY
AUTHORIZED UNDER THE PLAN SHALL THEREUPON BE CANCELED AND BECOME NULL AND VOID.
22.
INABILITY TO OBTAIN AUTHORITY.
THE INABILITY OF THE COMPANY TO
OBTAIN AUTHORITY FROM ANY REGULATORY BODY HAVING JURISDICTION, WHICH AUTHORITY
IS DEEMED BY THE COMPANY'S COUNSEL TO BE NECESSARY TO THE LAWFUL ISSUANCE AND
SALE OF ANY SHARES HEREUNDER, SHALL RELIEVE THE COMPANY OF ANY LIABILITY IN
RESPECT OF THE FAILURE TO ISSUE OR SELL SUCH SHARES AS TO WHICH SUCH REQUISITE
AUTHORITY SHALL NOT HAVE BEEN OBTAINED.
23.
RESERVATION OF SHARES.
THE COMPANY, DURING THE TERM OF THIS PLAN,
SHALL AT ALL TIMES RESERVE AND KEEP AVAILABLE SUCH NUMBER OF SHARES AS SHALL BE
SUFFICIENT TO SATISFY THE REQUIREMENTS OF THE PLAN.
24.
INVESTMENT INTENT.
THE COMPANY MAY REQUIRE A PLAN HOLDER, AS A
CONDITION OF EXERCISING OR ACQUIRING STOCK UNDER ANY AWARD, (I) TO GIVE WRITTEN
ASSURANCES SATISFACTORY TO THE COMPANY AS TO THE HOLDER'S KNOWLEDGE AND
EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AND/OR TO EMPLOY A PURCHASER
REPRESENTATIVE REASONABLY SATISFACTORY TO THE COMPANY WHO IS KNOWLEDGEABLE AND
EXPERIENCED IN FINANCIAL AND BUSINESS MATTERS AND THAT HE OR SHE IS CAPABLE OF
EVALUATING, ALONE OR TOGETHER WITH THE PURCHASER REPRESENTATIVE, THE MERITS AND
RISKS OF EXERCISING RIGHTS UNDER ANY AWARD; AND (II) TO GIVE WRITTEN ASSURANCES
SATISFACTORY TO THE COMPANY STATING THAT THE HOLDER IS ACQUIRING THE STOCK
SUBJECT TO THE AWARD FOR THE HOLDER'S OWN ACCOUNT AND NOT WITH