THE RECIPIENTS' COUNTRY (E.G., THE
UNITED STATES) MAY HAVE DIFFERENT PRIVACY LAWS AND PROTECTIONS THAN THE
EMPLOYEE'S COUNTRY.
THE EMPLOYEE UNDERSTANDS THAT THE EMPLOYEE MAY REQUEST A
LIST WITH THE NAMES AND ADDRESSES OF ANY POTENTIAL RECIPIENTS OF PERSONAL DATA
BY CONTACTING THE LOCAL HUMAN RESOURCES REPRESENTATIVES. THE EMPLOYEE HEREBY
AUTHORIZES THE COMPANY AND ITS SUBSIDIARIES TO RECEIVE, POSSESS, USE, RETAIN AND
TRANSFER THE PERSONAL DATA, IN ELECTRONIC OR OTHER FORM, FOR THE PURPOSES OF
IMPLEMENTING, ADMINISTERING AND MANAGING THE EMPLOYEE'S PARTICIPATION IN THE
PROGRAM, INCLUDING ANY TRANSFER OF SUCH PERSONAL DATA AS MAY BE REQUIRED FOR THE
ADMINISTRATION OF THE PROGRAM AND/OR THE SUBSEQUENT HOLDING OF SHARES ON THE
EMPLOYEE'S BEHALF TO A BROKER OR OTHER THIRD PARTY WITH WHOM THE EMPLOYEE MAY
ELECT TO DEPOSIT ANY SHARES ACQUIRED PURSUANT TO THE PROGRAM.
THE EMPLOYEE
UNDERSTANDS THAT PERSONAL DATA MAY BE HELD ONLY AS LONG AS IS NECESSARY TO
IMPLEMENT, ADMINISTER AND MANAGE THE EMPLOYEE'S PARTICIPATION IN THE PROGRAM.
THE EMPLOYEE MAY, AT ANY TIME, REVIEW PERSONAL DATA, REQUEST ADDITIONAL
INFORMATION ABOUT THE STORAGE AND PROCESSING OF PERSONAL DATA, AND REQUIRE ANY
NECESSARY AMENDMENTS TO SUCH DATA.
THE EMPLOYEE MAY, AT ANY TIME, WITHDRAW THE
CONSENTS HEREIN IN WRITING, IN ANY CASE WITHOUT COST, BY CONTACTING THE COMPANY;
HOWEVER, WITHDRAWING SUCH CONSENT MAY AFFECT SUCH EMPLOYEE'S ABILITY TO
PARTICIPATE IN THE PROGRAM.
10.
COMPLIANCE WITH APPLICABLE LAWS AND
REGULATIONS.
NOTWITHSTANDING ANY OTHER PROVISION OF THE PROGRAM OR THIS
AGREEMENT TO THE CONTRARY, THE COMPANY SHALL NOT BE REQUIRED TO ISSUE OR DELIVER
ANY SHARES PURCHASED UPON ANY EXERCISE PENDING COMPLIANCE WITH ALL APPLICABLE
FEDERAL AND STATE SECURITIES AND OTHER LAWS (INCLUDING ANY REGISTRATION
REQUIREMENTS) AND COMPLIANCE WITH THE RULES AND PRACTICES OF ANY STOCK EXCHANGE
UPON WHICH THE SHARES ARE LISTED.
11.
CODE SECTION 409A.
THE OPTION IS INTENDED TO BE EXEMPT FROM
THE REQUIREMENTS OF CODE SECTION 409A.
THE PROGRAM AND THIS AGREEMENT SHALL BE
ADMINISTERED AND INTERPRETED IN A MANNER CONSISTENT WITH THIS INTENT.
IF THE
COMPANY DETERMINES THAT THIS AGREEMENT IS SUBJECT TO CODE SECTION 409A AND FAILS
TO COMPLY WITH THAT SECTION'S REQUIREMENTS, THE COMPANY MAY, AT THE COMPANY'S
SOLE DISCRETION, AND WITHOUT THE EMPLOYEE'S CONSENT, AMEND THE AGREEMENT TO
CAUSE IT TO COMPLY WITH CODE SECTION 409A OR BE EXEMPT FROM CODE SECTION 409A.
12.
SUCCESSION.
THIS AGREEMENT SHALL BE BINDING UPON AND OPERATE
FOR THE BENEFIT OF THE COMPANY AND ITS SUCCESSORS AND ASSIGNS, AND THE EMPLOYEE
AND THE EMPLOYEE'S REPRESENTATIVE.
13.
SEVERABILITY.
THE INVALIDITY OR UNENFORCEABILITY OF ANY
PROVISION OF THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF
ANY OTHER PROVISION OF THIS AGREEMENT, AND EACH OTHER PROVISION OF THE AGREEMENT
SHALL BE SEVERABLE AND ENFORCEABLE TO THE EXTENT PERMITTED BY LAW.
TO THE
EXTENT A COURT OR TRIBUNAL OF COMPETENT JURISDICTION DETERMINES THAT ANY
PROVISION OF THIS AGREEMENT IS INVALID OR UNENFORCEABLE, IN WHOLE OR IN PART,
THE COMPANY, IN ITS SOLE DISCRETION, SHALL HAVE THE POWER AND AUTHORITY TO
REVISE OR STRIKE SUCH PROVISION TO THE MINIMUM