AFFECT
THE ADMINISTRATOR'S ABILITY TO EXERCISE THE POWERS GRANTED TO IT HEREUNDER WITH
RESPECT TO AWARDS GRANTED UNDER THE PLAN PRIOR TO THE DATE OF SUCH TERMINATION.
20.
CONDITIONS UPON ISSUANCE OF SHARES.
(A)
LEGAL COMPLIANCE.
SHARES SHALL NOT BE
ISSUED PURSUANT TO THE EXERCISE OR PAYOUT, AS APPLICABLE, OF AN AWARD UNLESS THE
EXERCISE OR PAYOUT, AS APPLICABLE, OF SUCH AWARD AND THE ISSUANCE AND DELIVERY
OF SUCH SHARES SHALL COMPLY WITH APPLICABLE LAWS AND SHALL BE FURTHER SUBJECT TO
THE APPROVAL OF COUNSEL FOR THE COMPANY WITH RESPECT TO SUCH COMPLIANCE.
(B)
INVESTMENT REPRESENTATIONS.
AS A CONDITION
TO THE EXERCISE OR PAYOUT, AS APPLICABLE, OF AN AWARD, THE COMPANY MAY REQUIRE
THE PERSON EXERCISING SUCH OPTION, SAR OR STOCK PURCHASE RIGHT, OR IN THE CASE
OF ANOTHER AWARD, THE PERSON RECEIVING THE PAYOUT, TO REPRESENT AND WARRANT AT
THE TIME OF ANY SUCH EXERCISE THAT THE SHARES ARE BEING PURCHASED ONLY FOR
INVESTMENT AND WITHOUT ANY PRESENT INTENTION TO SELL OR DISTRIBUTE SUCH SHARES
IF, IN THE OPINION OF COUNSEL FOR THE COMPANY, SUCH A REPRESENTATION IS
REQUIRED.
21.
INABILITY TO OBTAIN AUTHORITY.
THE
INABILITY OF THE COMPANY TO OBTAIN AUTHORITY FROM ANY REGULATORY BODY HAVING
JURISDICTION, WHICH AUTHORITY IS DEEMED BY THE COMPANY'S COUNSEL TO BE NECESSARY
TO THE LAWFUL ISSUANCE AND SALE OF ANY SHARES HEREUNDER, SHALL RELIEVE THE
COMPANY OF ANY LIABILITY IN RESPECT OF THE FAILURE TO ISSUE OR SELL SUCH SHARES
AS TO WHICH SUCH REQUISITE AUTHORITY SHALL NOT HAVE BEEN OBTAINED.
22.
RESERVATION OF SHARES.
THE COMPANY, DURING
THE TERM OF THIS PLAN, WILL AT ALL TIMES RESERVE AND KEEP AVAILABLE SUCH NUMBER
OF SHARES AS SHALL BE SUFFICIENT TO SATISFY THE REQUIREMENTS OF THE PLAN.
17
23.
SHAREHOLDER APPROVAL.
THE AMENDED AND
RESTATED PLAN SHALL BE SUBJECT TO APPROVAL BY THE SHAREHOLDERS OF THE COMPANY
WITHIN TWELVE (12) MONTHS AFTER FEBRUARY 8, 2005.
SUCH SHAREHOLDER APPROVAL
SHALL BE OBTAINED IN THE MANNER AND TO THE DEGREE REQUIRED UNDER APPLICABLE
LAWS.
24.
NON-U.S. EMPLOYEES.
NOTWITHSTANDING
ANYTHING IN THE PLAN TO THE CONTRARY, WITH RESPECT TO ANY EMPLOYEE WHO IS
RESIDENT OUTSIDE OF THE UNITED STATES, THE COMMITTEE MAY, IN ITS SOLE
DISCRETION, AMEND THE TERMS OF THE PLAN IN ORDER TO CONFORM SUCH TERMS WITH THE
REQUIREMENTS OF LOCAL LAW OR TO MEET THE OBJECTIVES OF THE PLAN.
THE COMMITTEE
MAY, WHERE APPROPRIATE, ESTABLISH ONE OR MORE SUB-PLANS FOR THIS PURPOSE.
18