TO INTERPRET
THE PLAN AND THIS AGREEMENT AND TO ADOPT SUCH RULES FOR THE ADMINISTRATION,
INTERPRETATION AND APPLICATION OF THE PLAN AS ARE CONSISTENT THEREWITH AND TO
INTERPRET, AMEND OR REVOKE ANY SUCH RULES.
ALL ACTIONS TAKEN AND ALL
INTERPRETATIONS AND DETERMINATIONS MADE BY THE COMMITTEE IN GOOD FAITH SHALL BE
FINAL AND BINDING UPON PARTICIPANT, THE COMPANY AND ALL OTHER INTERESTED
PERSONS.
NO MEMBER OF THE COMMITTEE SHALL BE PERSONALLY LIABLE FOR ANY ACTION,
DETERMINATION OR INTERPRETATION MADE IN GOOD FAITH WITH RESPECT TO THE PLAN,
THIS AGREEMENT OR THE SHARES. IN ITS ABSOLUTE DISCRETION, THE BOARD MAY AT ANY
TIME AND FROM TIME TO TIME EXERCISE ANY AND ALL RIGHTS AND DUTIES OF THE
COMMITTEE UNDER THE PLAN AND THIS AGREEMENT.
5.3
NOTICES.
ANY NOTICE TO BE GIVEN UNDER THE TERMS OF THIS AGREEMENT
TO THE COMPANY SHALL BE ADDRESSED TO THE COMPANY IN CARE OF THE SECRETARY OF THE
COMPANY AT THE ADDRESS GIVEN BENEATH THE SIGNATURE OF AN AUTHORIZED OFFICER OF
THE COMPANY ON THE GRANT NOTICE, AND ANY NOTICE TO BE GIVEN TO PARTICIPANT SHALL
BE ADDRESSED TO PARTICIPANT AT THE ADDRESS GIVEN BENEATH PARTICIPANT'S SIGNATURE
ON THE GRANT NOTICE.
BY A NOTICE GIVEN PURSUANT TO THIS SECTION 5.3, EITHER
PARTY MAY HEREAFTER DESIGNATE A DIFFERENT ADDRESS FOR NOTICES TO BE GIVEN TO
THAT PARTY.
ANY NOTICE SHALL BE DEEMED DULY GIVEN WHEN SENT VIA EMAIL OR WHEN
SENT BY CERTIFIED MAIL (RETURN RECEIPT REQUESTED) AND DEPOSITED (WITH POSTAGE
PREPAID) IN A POST OFFICE OR BRANCH POST OFFICE REGULARLY MAINTAINED BY THE
UNITED STATES POSTAL SERVICE.
5.4
TITLES.
TITLES ARE PROVIDED HEREIN FOR CONVENIENCE ONLY AND ARE
NOT TO SERVE AS A BASIS FOR INTERPRETATION OR CONSTRUCTION OF THIS AGREEMENT.
5.5
CONSTRUCTION.
THIS AGREEMENT SHALL BE ADMINISTERED, INTERPRETED
AND ENFORCED UNDER THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS
OF LAWS THEREOF. SHOULD ANY PROVISION OF THIS AGREEMENT BE DETERMINED BY A COURT
OF LAW TO BE ILLEGAL OR UNENFORCEABLE, THE OTHER PROVISIONS SHALL NEVERTHELESS
REMAIN EFFECTIVE AND SHALL REMAIN ENFORCEABLE.
5.6
CONFORMITY TO SECURITIES LAWS.
PARTICIPANT ACKNOWLEDGES THAT THE
PLAN IS INTENDED TO CONFORM TO THE EXTENT NECESSARY WITH ALL PROVISIONS OF THE
SECURITIES ACT AND THE EXCHANGE ACT AND ANY AND ALL REGULATIONS AND
RULES PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION THEREUNDER, AND
STATE SECURITIES LAWS AND REGULATIONS.
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, THE PLAN SHALL BE
A-5
ADMINISTERED, AND THE SHARES ARE TO BE ISSUED, ONLY IN SUCH A MANNER AS TO
CONFORM TO SUCH LAWS, RULES AND REGULATIONS.
TO THE EXTENT PERMITTED BY
APPLICABLE LAW, THE PLAN AND THIS AGREEMENT SHALL BE DEEMED AMENDED TO THE
EXTENT NECESSARY TO CONFORM TO SUCH LAWS, RULES AND REGULATIONS.
5.7
AMENDMENTS.
THIS AGREEMENT MAY NOT BE MODIFIED, AMENDED OR
TERMINATED EXCEPT BY AN INSTRUMENT IN WRITING, SIGNED BY PARTICIPANT AND BY A
DULY AUTHORIZED REPRESENTATIVE OF THE COMPANY.
5.8
SUCCESSORS AND ASSIGNS.
THE COMPANY MAY ASSIGN ANY OF ITS RIGHTS
UNDER THIS AGREEMENT TO SINGLE OR MULTIPLE ASSIGNEES,