THE OPTIONEE HEREBY REPRESENTS TO THE
COMPANY THAT THE OPTIONEE HAS READ AND FULLY UNDERSTANDS THE PROVISIONS OF THE
NOTICE, THESE TERMS AND CONDITIONS AND THE PLAN AND THE OPTIONEE'S DECISION TO
PARTICIPATE IN THE PLAN IS COMPLETELY VOLUNTARY.
FURTHER, THE OPTIONEE
ACKNOWLEDGES THAT THE OPTIONEE IS RELYING SOLELY ON HIS OR HER OWN ADVISORS WITH
RESPECT TO THE TAX CONSEQUENCES OF THIS STOCK OPTION AWARD.
10.
REGULATORY LIMITATIONS ON EXERCISES.
NOTWITHSTANDING THE OTHER
PROVISIONS OF THIS OPTION AGREEMENT, NO OPTION EXERCISE OR ISSUANCE OF SHARES
PURSUANT TO THIS OPTION AGREEMENT SHALL BE EFFECTIVE IF (I) THE SHARES OF COMMON
STOCK RESERVED UNDER THE PLAN ARE NOT SUBJECT TO AN EFFECTIVE REGISTRATION
STATEMENT AT THE TIME OF SUCH EXERCISE OR ISSUANCE, OR OTHERWISE ELIGIBLE FOR AN
EXEMPTION FROM REGISTRATION, OR (II) THE COMPANY DETERMINES IN GOOD FAITH THAT
SUCH EXERCISE OR ISSUANCE WOULD VIOLATE ANY COMPANY POLICY OR APPLICABLE
SECURITIES OR OTHER LAW OR REGULATION.
11.
MISCELLANEOUS.
(A)
NOTICES.
ALL NOTICES, REQUESTS, DELIVERIES, PAYMENTS, DEMANDS AND
OTHER COMMUNICATIONS WHICH ARE REQUIRED OR PERMITTED TO BE GIVEN UNDER THESE
TERMS AND CONDITIONS SHALL BE IN WRITING AND SHALL BE EITHER DELIVERED
PERSONALLY OR SENT BY REGISTERED OR CERTIFIED MAIL, OR BY PRIVATE COURIER,
RETURN RECEIPT REQUESTED, POSTAGE PREPAID TO THE PARTIES AT THEIR RESPECTIVE
ADDRESSES SET FORTH HEREIN, OR TO SUCH OTHER ADDRESS AS EITHER SHALL HAVE
SPECIFIED BY NOTICE IN WRITING TO THE OTHER.
NOTICE SHALL BE DEEMED DULY GIVEN
HEREUNDER WHEN DELIVERED OR MAILED AS PROVIDED HEREIN.
(B)
WAIVER.
THE WAIVER BY ANY PARTY HERETO OF A BREACH OF ANY
PROVISION OF THE NOTICE OR THESE TERMS AND CONDITIONS SHALL NOT OPERATE OR BE
CONSTRUED AS A WAIVER OF ANY OTHER OR SUBSEQUENT BREACH.
(C)
ENTIRE AGREEMENT.
THESE TERMS AND CONDITIONS, THE NOTICE AND THE
PLAN CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE
SUBJECT MATTER HEREOF.
(D)
BINDING EFFECT; SUCCESSORS.
THESE TERMS AND CONDITIONS SHALL
INURE TO THE BENEFIT OF AND BE BINDING UPON THE PARTIES HERETO AND TO THE EXTENT
NOT PROHIBITED HEREIN, THEIR RESPECTIVE HEIRS, SUCCESSORS, ASSIGNS AND
REPRESENTATIVES.
NOTHING IN THESE TERMS AND CONDITIONS, EXPRESS OR IMPLIED, IS
INTENDED TO CONFER ON ANY PERSON OTHER THAN THE PARTIES HERETO AND AS PROVIDED
ABOVE, THEIR RESPECTIVE HEIRS, SUCCESSORS, ASSIGNS AND REPRESENTATIVES ANY
RIGHTS, REMEDIES, OBLIGATIONS OR LIABILITIES.
(E)
GOVERNING LAW.
THE NOTICE AND THESE TERMS AND CONDITIONS SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.
4
(F)
HEADINGS.
THE HEADINGS CONTAINED HEREIN ARE FOR THE SOLE PURPOSE
OF CONVENIENCE OF REFERENCE, AND SHALL NOT IN ANY WAY LIMIT OR AFFECT THE
MEANING OR INTERPRETATION OF ANY OF THE TERMS OR PROVISIONS OF THESE TERMS AND
CONDITIONS.
(G)
CONFLICTS; AMENDMENT.
THE PROVISIONS OF THE PLAN ARE INCORPORATED
IN THESE TERMS AND CONDITIONS IN THEIR ENTIRETY.
IN THE EVENT OF ANY CONFLICT
BETWEEN THE PROVISIONS OF THESE TERMS AND CONDITIONS AND THE PLAN, THE
PROVISIONS OF THE PLAN SHALL CONTROL.
THE AGREEMENT MAY BE AMENDED AT