NECESSARY TO ENABLE THE COMPANY TO SECURE ALL RIGHT, TITLE AND
INTEREST IN SUCH INTELLECTUAL PROPERTY IN THE UNITED STATES AND IN ANY FOREIGN
COUNTRY.
(D)
UPON EXERCISE, PAYMENT, OR DELIVERY OF CASH OR COMMON STOCK
PURSUANT TO AN AWARD, THE PARTICIPANT SHALL CERTIFY ON A FORM ACCEPTABLE TO THE
COMPANY THAT HE OR SHE IS IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE
PLAN AND, IF A SEVERANCE OF CONTINUOUS SERVICE HAS OCCURRED FOR ANY REASON,
SHALL STATE THE NAME AND ADDRESS OF THE PARTICIPANT'S THEN-CURRENT EMPLOYER OR
ANY ENTITY FOR WHICH THE PARTICIPANT PERFORMS BUSINESS SERVICES AND THE
PARTICIPANT'S TITLE, AND SHALL IDENTIFY ANY ORGANIZATION OR BUSINESS IN WHICH
THE PARTICIPANT OWNS A GREATER-THAN-FIVE-PERCENT EQUITY INTEREST.
(E)
IF THE COMPANY DETERMINES, IN ITS SOLE AND ABSOLUTE DISCRETION,
THAT (I) A PARTICIPANT HAS VIOLATED ANY OF THE CONDITIONS OR (II) DURING HIS OR
HER CONTINUOUS SERVICE, OR WITHIN ONE YEAR AFTER ITS TERMINATION FOR ANY REASON,
A PARTICIPANT (A) HAS RENDERED SERVICES TO OR OTHERWISE DIRECTLY OR INDIRECTLY
ENGAGED IN OR ASSISTED, ANY ORGANIZATION OR BUSINESS THAT, IN THE JUDGMENT OF
THE COMPANY IN ITS SOLE AND ABSOLUTE DISCRETION, IS OR IS WORKING TO BECOME
COMPETITIVE WITH THE COMPANY; (B) HAS SOLICITED ANY NON-ADMINISTRATIVE EMPLOYEE
OF THE COMPANY TO TERMINATE EMPLOYMENT WITH THE COMPANY; OR (C) HAS ENGAGED IN
ACTIVITIES WHICH ARE MATERIALLY PREJUDICIAL TO OR IN CONFLICT WITH THE INTERESTS
OF THE COMPANY, INCLUDING ANY BREACHES OF FIDUCIARY DUTY OR THE DUTY OF LOYALTY,
THEN THE COMPANY MAY, IN ITS SOLE AND ABSOLUTE DISCRETION, IMPOSE A TERMINATION,
RESCISSION, AND/OR RECAPTURE WITH RESPECT TO ANY OR ALL OF THE PARTICIPANT'S
RELEVANT AWARDS, SHARES, AND THE PROCEEDS THEREOF.
(F)
WITHIN TEN DAYS AFTER RECEIVING NOTICE FROM THE COMPANY OF ANY
SUCH ACTIVITY DESCRIBED IN 25(E) ABOVE, THE PARTICIPANT SHALL DELIVER TO THE
COMPANY THE SHARES ACQUIRED PURSUANT TO THE AWARD, OR, IF PARTICIPANT HAS SOLD
THE SHARES, THE GAIN REALIZED, OR PAYMENT RECEIVED AS A RESULT OF THE RESCINDED
EXERCISE, PAYMENT, OR DELIVERY; PROVIDED, THAT IF THE PARTICIPANT RETURNS SHARES
THAT THE PARTICIPANT PURCHASED PURSUANT TO THE EXERCISE OF AN OPTION (OR THE
GAINS REALIZED FROM THE SALE OF SUCH COMMON STOCK), THE COMPANY SHALL PROMPTLY
REFUND THE EXERCISE PRICE, WITHOUT EARNINGS, THAT THE PARTICIPANT PAID FOR THE
SHARES.
ANY PAYMENT BY THE PARTICIPANT TO THE COMPANY PURSUANT TO THIS
SECTION 21 SHALL BE MADE EITHER IN CASH OR BY
21
RETURNING TO THE COMPANY THE NUMBER OF SHARES THAT THE PARTICIPANT RECEIVED IN
CONNECTION WITH THE RESCINDED EXERCISE, PAYMENT, OR DELIVERY.
IT SHALL NOT BE A
BASIS FOR TERMINATION, RESCISSION OR RECAPTURE IF AFTER TERMINATION OF A
PARTICIPANT'S CONTINUOUS SERVICE, THE PARTICIPANT PURCHASES, AS AN INVESTMENT OR
OTHERWISE, STOCK OR OTHER SECURITIES OF SUCH AN ORGANIZATION OR BUSINESS, SO
LONG AS (I) SUCH STOCK OR OTHER SECURITIES ARE LISTED UPON A RECOGNIZED
SECURITIES EXCHANGE OR TRADED OVER-THE-COUNTER, AND (II) SUCH INVESTMENT DOES
NOT REPRESENT MORE THAN A FIVE PERCENT (5%) EQUITY INTEREST IN THE ORGANIZATION
OR BUSINESS.