REPRESENTED THEREBY, WHETHER VOLUNTARY OR INVOLUNTARY, BY OPERATION
OF LAW OR OTHERWISE (EXCEPT TO A DESIGNATED BENEFICIARY, UPON DEATH, BY WILL OR
THE LAWS OF DESCENT AND DISTRIBUTION), WILL VEST IN THE ASSIGNEE OR TRANSFEREE
ANY INTEREST OR RIGHT HEREIN WHATSOEVER, BUT IMMEDIATELY UPON SUCH ASSIGNMENT OR
TRANSFER THE OPTIONS WILL TERMINATE AND BECOME OF NO FURTHER EFFECT.
8.
RIGHTS AS SHAREHOLDER.
PARTICIPANT OR A TRANSFEREE OF THE
OPTIONS WILL HAVE NO RIGHTS AS SHAREHOLDER WITH RESPECT TO ANY SHARES UNTIL HE
OR SHE WILL HAVE BECOME THE HOLDER OF RECORD OF SUCH SHARE, AND NO ADJUSTMENT
WILL BE MADE FOR DIVIDENDS OR DISTRIBUTIONS OR OTHER RIGHTS IN RESPECT OF SUCH
SHARES FOR WHICH THE RECORD DATE IS PRIOR TO THE DATE UPON WHICH HE OR SHE WILL
BECOME THE HOLDER OF RECORD THEREOF.
9.
ADJUSTMENTS.
OPTIONS MAY BE ADJUSTED OR TERMINATED IN ANY
MANNER AS CONTEMPLATED BY THE PLAN.
10.
CHANGE IN CONTROL.
UPON THE OCCURRENCE OF A CHANGE IN CONTROL, ALL
OPTIONS WILL BECOME 100% VESTED AND EXERCISABLE IN ACCORDANCE WITH THE PLAN;
PROVIDED, THAT, PARTICIPANT IS THEN IN CONTINUOUS SERVICE.
11.
COMPLIANCE WITH LAW.
NOTWITHSTANDING ANY OF THE PROVISIONS HEREOF,
PARTICIPANT HEREBY AGREES THAT HE OR SHE WILL NOT EXERCISE THE OPTIONS, AND THAT
THE COMPANY WILL NOT BE OBLIGATED TO ISSUE OR TRANSFER ANY SHARES TO PARTICIPANT
HEREUNDER, IF THE EXERCISE HEREOF OR THE ISSUANCE OR TRANSFER OF SUCH SHARES
WILL CONSTITUTE A VIOLATION BY PARTICIPANT OR THE COMPANY OF ANY PROVISIONS OF
ANY LAW OR REGULATION OF ANY GOVERNMENTAL AUTHORITY.
ANY DETERMINATION IN THIS
CONNECTION BY THE COMMITTEE WILL BE FINAL, BINDING AND CONCLUSIVE.
THE COMPANY
WILL IN NO EVENT BE OBLIGED TO REGISTER ANY SECURITIES PURSUANT TO THE
SECURITIES ACT (AS NOW IN EFFECT OR AS HEREAFTER AMENDED) OR TO TAKE ANY OTHER
AFFIRMATIVE ACTION IN ORDER TO CAUSE THE EXERCISE OF THE OPTIONS OR THE ISSUANCE
OR TRANSFER OF SHARES PURSUANT THERETO TO COMPLY WITH ANY LAW OR REGULATION OF
ANY GOVERNMENTAL AUTHORITY.
4
12.
NOTICE.
EVERY NOTICE OR OTHER COMMUNICATION RELATING TO THIS
AGREEMENT WILL BE IN WRITING, AND WILL BE MAILED TO OR DELIVERED TO THE PARTY
FOR WHOM IT IS INTENDED AT SUCH ADDRESS AS MAY FROM TIME TO TIME BE DESIGNATED
BY IT IN A NOTICE MAILED OR DELIVERED TO THE OTHER PARTY AS HEREIN PROVIDED;
PROVIDED, THAT, UNLESS AND UNTIL SOME OTHER ADDRESS BE SO DESIGNATED, ALL
NOTICES OR COMMUNICATIONS BY PARTICIPANT TO THE COMPANY WILL BE MAILED OR
DELIVERED TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, AND ALL NOTICES OR
COMMUNICATIONS BY THE COMPANY TO PARTICIPANT MAY BE GIVEN TO PARTICIPANT
PERSONALLY OR MAY BE MAILED TO HIM OR HER AT HIS OR HER ADDRESS AS RECORDED IN
THE RECORDS OF THE COMPANY.
13.
BINDING EFFECT.
SUBJECT TO SECTION 7 HEREOF, THIS AGREEMENT WILL BE
BINDING UPON THE HEIRS, EXECUTORS, ADMINISTRATORS AND SUCCESSORS OF THE PARTIES
HERETO.
14.
GOVERNING LAW.
THIS AGREEMENT WILL BE CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE