OR SUBSTANTIALLY
ALL OF THE ASSETS OR OTHER ACQUISITION OF THE COMPANY, ANY AND ALL NEW,
SUBSTITUTED OR ADDITIONAL SECURITIES TO WHICH THE PURCHASER IS ENTITLED BY
REASON OF THE PURCHASER'S OWNERSHIP OF THE SHARES SHALL BE IMMEDIATELY SUBJECT
TO THIS ESCROW, DEPOSITED WITH THE ESCROW HOLDER AND INCLUDED THEREAFTER AS
"SHARES" FOR PURPOSES OF THIS AGREEMENT AND THE REPURCHASE OPTION.
7.
LEGENDS.
THE SHARE CERTIFICATE EVIDENCING THE SHARES, IF ANY,
ISSUED HEREUNDER SHALL BE ENDORSED WITH THE FOLLOWING LEGEND (IN ADDITION TO ANY
LEGEND REQUIRED UNDER APPLICABLE STATE SECURITIES LAWS):
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS
UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH IN AN AGREEMENT BETWEEN THE
COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF
THE COMPANY.
8.
ADJUSTMENT FOR STOCK SPLIT.
ALL REFERENCES TO THE NUMBER OF
SHARES AND THE PURCHASE PRICE OF THE SHARES IN THIS AGREEMENT SHALL BE
APPROPRIATELY ADJUSTED TO REFLECT ANY STOCK SPLIT, STOCK DIVIDEND OR OTHER
CHANGE IN THE SHARES WHICH MAY BE MADE BY THE COMPANY AFTER THE DATE OF THIS
AGREEMENT.
-3-
9.
TAX CONSEQUENCES.
THE PURCHASER HAS REVIEWED WITH THE
PURCHASER'S OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX
CONSEQUENCES OF THIS INVESTMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
THE PURCHASER IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY
STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS.
THE
PURCHASER UNDERSTANDS THAT THE PURCHASER (AND NOT THE COMPANY) SHALL BE
RESPONSIBLE FOR THE PURCHASER'S OWN TAX LIABILITY THAT MAY ARISE AS A RESULT OF
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
THE PURCHASER UNDERSTANDS THAT
SECTION 83 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), TAXES
AS ORDINARY INCOME THE DIFFERENCE BETWEEN THE PURCHASE PRICE FOR THE SHARES AND
THE FAIR MARKET VALUE OF THE SHARES AS OF THE DATE ANY RESTRICTIONS ON THE
SHARES LAPSE.
IN THIS CONTEXT, "RESTRICTION" INCLUDES THE RIGHT OF THE COMPANY
TO BUY BACK THE SHARES PURSUANT TO THE REPURCHASE OPTION.
THE PURCHASER
UNDERSTANDS THAT THE PURCHASER MAY ELECT TO BE TAXED AT THE TIME THE SHARES ARE
PURCHASED RATHER THAN WHEN AND AS THE REPURCHASE OPTION EXPIRES BY FILING AN
ELECTION UNDER SECTION 83(B) OF THE CODE WITH THE IRS WITHIN 30 DAYS FROM THE
DATE OF PURCHASE.
THE FORM FOR MAKING THIS ELECTION IS ATTACHED AS EXHIBIT A-5
HERETO.
THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND
NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE
PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE
PURCHASER'S BEHALF.
10.
GENERAL PROVISIONS.
(Q)
THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL SUBSTANTIVE LAWS,
BUT NOT THE CHOICE OF LAW RULES OF CALIFORNIA.
THIS AGREEMENT, SUBJECT TO THE
TERMS AND CONDITIONS OF THE PLAN AND THE NOTICE OF GRANT, REPRESENTS THE ENTIRE
AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE PURCHASE OF THE SHARES BY THE
PURCHASER.
SUBJECT TO