THE CASE
OF AN INCENTIVE STOCK OPTION, THE GRANTEE ALSO AGREES, AS PARTIAL CONSIDERATION
FOR THE DESIGNATION OF THE OPTION AS AN INCENTIVE STOCK OPTION, TO NOTIFY THE
COMPANY IN WRITING WITHIN THIRTY (30) DAYS OF ANY DISPOSITION OF ANY SHARES
ACQUIRED BY EXERCISE OF THE OPTION IF SUCH DISPOSITION OCCURS WITHIN TWO (2)
YEARS FROM THE AWARD DATE OR WITHIN ONE (1) YEAR FROM THE DATE THE SHARES WERE
TRANSFERRED TO THE GRANTEE.
IF THE COMPANY IS REQUIRED TO SATISFY ANY FEDERAL,
STATE OR LOCAL INCOME OR EMPLOYMENT TAX WITHHOLDING OBLIGATIONS AS A RESULT OF
SUCH AN EARLY DISPOSITION, THE GRANTEE AGREES TO SATISFY THE AMOUNT OF SUCH
WITHHOLDING IN A MANNER THAT THE PLAN ADMINISTRATOR PRESCRIBES.
7.
SUCCESSORS AND ASSIGNS.
THE COMPANY MAY ASSIGN ANY OF ITS RIGHTS
UNDER THIS EXERCISE NOTICE TO SINGLE OR MULTIPLE ASSIGNEES, AND THIS AGREEMENT
SHALL INURE TO THE BENEFIT OF THE SUCCESSORS AND ASSIGNS OF THE COMPANY.
THIS
EXERCISE NOTICE SHALL BE BINDING UPON THE GRANTEE AND HIS OR HER HEIRS,
EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS.
8.
HEADINGS.
THE CAPTIONS USED IN THIS EXERCISE NOTICE
ARE
INSERTED FOR CONVENIENCE AND SHALL NOT BE DEEMED A PART OF THIS AGREEMENT FOR
CONSTRUCTION OR INTERPRETATION.
9.
DISPUTE RESOLUTION.
THE PROVISIONS OF SECTION 15 OF THE OPTION
AGREEMENT SHALL BE THE EXCLUSIVE MEANS OF RESOLVING DISPUTES ARISING OUT OF OR
RELATING TO THIS EXERCISE NOTICE.
10.
GOVERNING LAW; SEVERABILITY.
THIS EXERCISE NOTICE IS TO BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
OREGON WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW RULE THAT WOULD CAUSE THE
APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE INTERNAL LAWS OF THE
STATE OF OREGON TO THE RIGHTS AND DUTIES OF THE PARTIES.
SHOULD ANY PROVISION
OF THIS EXERCISE NOTICE BE DETERMINED BY A COURT OF LAW TO BE ILLEGAL OR
UNENFORCEABLE, SUCH PROVISION SHALL BE ENFORCED TO THE FULLEST EXTENT ALLOWED BY
LAW AND THE OTHER PROVISIONS SHALL NEVERTHELESS REMAIN EFFECTIVE AND SHALL
REMAIN ENFORCEABLE.
11.
NOTICES.
ANY NOTICE REQUIRED OR PERMITTED HEREUNDER SHALL BE
GIVEN IN WRITING AND SHALL BE DEEMED EFFECTIVELY GIVEN UPON PERSONAL DELIVERY OR
UPON DEPOSIT IN THE UNITED STATES MAIL BY CERTIFIED MAIL, (IF THE PARTIES ARE
WITHIN THE UNITED STATES) OR UPON DEPOSIT FOR DELIVERY BY AN INTERNATIONALLY
RECOGNIZED EXPRESS MAIL COURIER SERVICE (FOR INTERNATIONAL DELIVERY OF NOTICE)
WITH POSTAGE AND FEES PREPAID, ADDRESSED TO THE OTHER PARTY AT ITS ADDRESS AS
SHOWN BELOW BENEATH ITS SIGNATURE, OR TO SUCH OTHER ADDRESS AS SUCH PARTY MAY
DESIGNATE IN WRITING FROM TIME TO TIME TO THE OTHER PARTY.
12.
FURTHER INSTRUMENTS.
THE PARTIES AGREE TO EXECUTE SUCH FURTHER
INSTRUMENTS AND TO TAKE SUCH FURTHER ACTION AS MAY BE REASONABLY NECESSARY TO
CARRY OUT THE PURPOSES AND INTENT OF THIS AGREEMENT.
13.
ENTIRE AGREEMENT.
THE NOTICE, THE PLAN, AND THE OPTION AGREEMENT
ARE INCORPORATED HEREIN BY REFERENCE, AND TOGETHER WITH THIS EXERCISE NOTICE
CONSTITUTE THE ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT