SECURITIES ACT OR ANY STATE SECURITIES LAWS AND, THEREFORE,
NONE OF THOSE SECURITIES CAN BE RESOLD UNLESS THEY ARE REGISTERED UNDER THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM
SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.
EXCEPT TO THE EXTENT PROVIDED IN
THE STOCKHOLDERS AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT, THE OPTIONEE
IS AWARE THAT THE COMPANY IS UNDER NO OBLIGATION TO EFFECT ANY SUCH REGISTRATION
WITH RESPECT TO ANY SUCH SECURITIES OR TO FILE FOR OR COMPLY WITH ANY EXEMPTION
FROM REGISTRATION.
OPTIONEE IS ACQUIRING AND HOLDING THE OPTION AND ANY SHARES
RECEIVED UPON THE OPTION'S EXERCISE FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO,
OR FOR RESALE IN CONNECTION WITH, THE DISTRIBUTION THEREOF IN VIOLATION OF THE
SECURITIES ACT.
OPTIONEE IS EITHER AN "ACCREDITED INVESTOR" AS DEFINED IN
REGULATION D UNDER THE SECURITIES ACT OR POSSESSES SUCH KNOWLEDGE AND EXPERIENCE
IN FINANCIAL AND BUSINESS MATTERS THAT HE OR SHE IS CAPABLE OF EVALUATING THE
MERITS AND RISKS OF AN INVESTMENT IN THE SECURITIES OF THE COMPANY DESCRIBED IN
THIS AGREEMENT.
6.
OTHER AGREEMENTS.
(A)
JOINDER TO AGREEMENTS.
OPTIONEE
ACKNOWLEDGES AND AGREES THAT THE SHARES RECEIVED UPON EXERCISE OF THIS OPTION
WILL BE SUBJECT TO THE STOCKHOLDERS AGREEMENT AND TO THE REGISTRATION RIGHTS
AGREEMENT AND THE TRANSFER AND OTHER RESTRICTIONS, RIGHTS, AND OBLIGATIONS SET
FORTH IN THOSE AGREEMENTS.
BY EXECUTING THIS AGREEMENT, THE OPTIONEE HEREBY
BECOMES A PARTY TO AND BOUND BY THE STOCKHOLDERS AGREEMENT AND THE REGISTRATION
RIGHTS AGREEMENT AS A MANAGER (AS SUCH TERM IS DEFINED IN THOSE AGREEMENTS),
WITHOUT ANY FURTHER ACTION ON THE PART OF THE OPTIONEE, THE COMPANY OR ANY OTHER
PERSON.
(B)
VESTING.
OPTIONEE ACKNOWLEDGES AND AGREES
THAT, NOTWITHSTANDING THE TERMS OF ANY CHANGE IN CONTROL SEVERANCE PLAN, CHANGE
IN CONTROL SEVERANCE AGREEMENT (INCLUDING, WITHOUT LIMITATION, SECTION 6(B)(IV)
OF THE CHANGE IN CONTROL SEVERANCE AGREEMENT DATED APRIL 26, 2006 BETWEEN THE
COMPANY AND THE OPTIONEE OR, AS APPLICABLE, THE COMPANY'S CHANGE IN CONTROL
SEVERANCE PLAN ADOPTED APRIL 26, 2006) OR ANY OTHER AGREEMENT THAT IS IN EFFECT
ON THE DATE HEREOF TO WHICH THE OPTIONEE IS A PARTY OR UNDER WHICH THE OPTIONEE
HAS ANY RIGHTS, THE OPTIONS RECEIVED BY THE OPTIONEE UNDER THIS AGREEMENT WILL
VEST ONLY IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS AGREEMENT, AND ANY
OPTION
3
VESTING ACCELERATION PROVISIONS CONTAINED IN ANY SUCH AGREEMENTS SHALL NOT APPLY
TO THE OPTION.
7.
LEGENDS.
CERTIFICATES EVIDENCING ANY
SHARES ISSUED UPON EXERCISE OF THE OPTION GRANTED HEREBY MAY BEAR THE FOLLOWING
LEGENDS, IN ADDITION TO ANY LEGENDS WHICH MAY BE REQUIRED BY THE STOCKHOLDERS
AGREEMENT OR BY THE REGISTRATION RIGHTS AGREEMENT:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A PRIVATE
PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT COVERING THE TRANSFER OR
AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT REGISTRATION UNDER THE
ACT IS NOT