TREATED
AS SERVICE FOR PURPOSES OF DETERMINING VESTING UNDER THIS OPTION AGREEMENT.
A
PARTICIPANT'S SERVICE SHALL BE DEEMED TO HAVE TERMINATED EITHER UPON AN ACTUAL
TERMINATION OF SERVICE OR UPON THE BUSINESS ENTITY FOR WHICH THE PARTICIPANT
PERFORMS SERVICE CEASING TO BE THE CORPORATION.
SUBJECT TO THE FOREGOING, THE
CORPORATION, IN ITS DISCRETION, SHALL DETERMINE WHETHER THE PARTICIPANT'S
SERVICE HAS TERMINATED AND THE EFFECTIVE DATE OF SUCH TERMINATION.
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1.2
CONSTRUCTION.
CAPTIONS AND TITLES CONTAINED HEREIN ARE FOR
CONVENIENCE ONLY AND SHALL NOT AFFECT THE MEANING OR INTERPRETATION OF ANY
PROVISION OF THIS OPTION AGREEMENT.
EXCEPT WHEN OTHERWISE INDICATED BY THE
CONTEXT, THE SINGULAR SHALL INCLUDE THE PLURAL AND THE PLURAL SHALL INCLUDE THE
SINGULAR.
USE OF THE TERM "OR" IS NOT INTENDED TO BE EXCLUSIVE, UNLESS THE
CONTEXT CLEARLY REQUIRES OTHERWISE.
2.
CERTAIN CONDITIONS OF THE OPTION.
2.1
COMPLIANCE WITH LOCAL LAW.
THE PARTICIPANT AGREES THAT THE
PARTICIPANT WILL NOT ACQUIRE SHARES PURSUANT TO THE OPTION OR TRANSFER, ASSIGN,
SELL OR OTHERWISE DEAL WITH SUCH SHARES EXCEPT IN COMPLIANCE WITH LOCAL LAW.
2.2
SERVICE CONDITIONS.
IN ACCEPTING THE OPTION, THE PARTICIPANT
ACKNOWLEDGES THAT:
(A)
ANY NOTICE PERIOD MANDATED UNDER LOCAL LAW SHALL NOT BE
TREATED AS SERVICE FOR THE PURPOSE OF DETERMINING THE VESTING OF THE OPTION; AND
THE PARTICIPANT'S RIGHT TO EXERCISE THE OPTION AFTER TERMINATION OF SERVICE, IF
ANY, WILL BE MEASURED BY THE DATE OF TERMINATION OF THE PARTICIPANT'S ACTIVE
SERVICE AND WILL NOT BE EXTENDED BY ANY NOTICE PERIOD MANDATED UNDER LOCAL LAW.
SUBJECT TO THE FOREGOING AND THE PROVISIONS OF THE PLAN, THE CORPORATION, IN ITS
SOLE DISCRETION, SHALL DETERMINE WHETHER THE PARTICIPANT'S SERVICE HAS
TERMINATED AND THE EFFECTIVE DATE OF SUCH TERMINATION.
(B)
THE VESTING OF THE OPTION SHALL CEASE UPON, AND NO SHARES
SHALL BECOME VESTED SHARES FOLLOWING, THE PARTICIPANT'S TERMINATION OF SERVICE
FOR ANY REASON EXCEPT AS MAY BE EXPLICITLY PROVIDED BY THE PLAN OR THIS
AGREEMENT.
(C)
THE PLAN IS ESTABLISHED VOLUNTARILY BY THE CORPORATION.
IT
IS DISCRETIONARY IN NATURE AND IT MAY BE MODIFIED, AMENDED, SUSPENDED OR
TERMINATED BY THE CORPORATION AT ANY TIME, UNLESS OTHERWISE PROVIDED IN THE PLAN
AND THIS OPTION AGREEMENT.
(D)
THE GRANT OF THE OPTION IS VOLUNTARY AND OCCASIONAL AND DOES
NOT CREATE ANY CONTRACTUAL OR OTHER RIGHT TO RECEIVE FUTURE GRANTS OF OPTIONS,
OR BENEFITS IN LIEU OF OPTIONS, EVEN IF OPTIONS HAVE BEEN GRANTED REPEATEDLY IN
THE PAST.
(E)
ALL DECISIONS WITH RESPECT TO FUTURE OPTION GRANTS, IF ANY,
WILL BE AT THE SOLE DISCRETION OF THE CORPORATION.
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(F)
THE PARTICIPANT'S PARTICIPATION IN THE PLAN SHALL NOT CREATE
A RIGHT TO FURTHER SERVICE WITH THE CORPORATION AND SHALL NOT INTERFERE WITH THE
ABILITY OF THE CORPORATION TO TERMINATE THE PARTICIPANT'S SERVICE AT ANY TIME,
WITH OR WITHOUT CAUSE.
(G)
THE PARTICIPANT IS VOLUNTARILY PARTICIPATING IN THE PLAN.
(H)
THE OPTION IS AN EXTRAORDINARY ITEM THAT DOES NOT CONSTITUTE
COMPENSATION OF ANY KIND FOR SERVICE OF ANY KIND RENDERED TO THE CORPORATION,
AND WHICH IS OUTSIDE THE SCOPE OF THE