APPENDIX A
9.4 No Trust or Fund. The Plan is intended to constitute an
unfunded plan. Nothing contained herein shall require the Company to segregate any monies or other property, or shares of Common Stock, or to create any trusts, or to make any special deposits for any immediate or deferred amounts
payable to any Participant, and no Participant shall have any rights that are greater than those of a general unsecured creditor of the Company.
9.5 Successors. All obligations of the Company under the Plan with respect to Options shall be binding on any
successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all the business and/or assets of the Company.
9.6 Severability. If any provision of the Plan or any Option is determined to be invalid, illegal or unenforceable in
any jurisdiction, or as to any person, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or
deemed amended without, in the Committees determination, materially altering the intent of the Plan or the Option, such provision shall be stricken as to such jurisdiction, person or Option, and the remainder of the Plan and any such Option
shall remain in full force and effect.
9.7 Choice of Law. The Plan, all Options granted thereunder and all
determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the laws of the United States, shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to the
principles of conflict of laws thereof, except as otherwise expressly provided in an applicable sub-plan.
9.8 Indemnification. Each person who is or shall have been a member of the Board, or a committee appointed by the
Board, or an Authorized Officer of the Company to whom authority was delegated in accordance with Section 3 shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or
reasonably incurred by them in connection with or resulting from any claim, action, suit or proceeding to which they may be a party or in which they may be involved by reason of any action taken or failure to act under the Plan and against and from
any and all amounts paid by them in settlement thereof, with the Companys approval, or paid by them in satisfaction of any judgment in any such claim, action, suit or proceeding against them; provided, however, that they shall give the Company
an opportunity, at its own expense, to handle and defend such claim, action, suit or proceeding before they undertake to handle and defend the same on their behalf, unless such loss, cost, liability or expense is a result of their own willful
misconduct or except as expressly provided by statute.
The foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under the Companys certificate of incorporation or bylaws, as a matter of law, or otherwise, or of any power that the Company may have to indemnify them or hold them harmless.
9.9 No Interest. No interest will be paid or allowed on any money in Participants Accounts, except to the
extent payment of interest is required by the laws of any applicable jurisdiction.
9.10 Tax Withholding. To the
extent any (a) grant of an Option, (b) purchase of shares, (c) disposition of shares purchased under the Plan, or (d) other aspect of participation in the Plan gives rise to any tax withholding obligation (including, without
limitation, income and payroll withholding taxes imposed by any jurisdiction), the Committee may implement appropriate procedures to ensure that such tax withholding obligations are met. Those procedures may include, without limitation, increased
withholding from an employees compensation, cash payments to the Company or any Subsidiary or Affiliate by an employee, or a sale of a portion of the stock purchased under the Plan, which sale may be required and initiated by the Company.
9.11 Issuance of Shares. Notwithstanding any other provision of the Plan, the Company shall have no obligation to
issue or deliver any shares of Common Stock under the Plan unless, in the opinion of the Companys counsel, such issuance, delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the
Securities Act of 1933 or the laws of any state or foreign jurisdiction) and the applicable requirements of any securities exchange or similar entity. The Company shall be under no obligation to any Participant to register for offering or resale or
to qualify for exemption under the Securities Act of 1933, or to register or qualify under the laws of any state or foreign jurisdiction, any shares of Common Stock, security or interest in a security paid or issued under, or created by, the Plan,
or to continue in effect any such registrations or qualifications if made. The Company may issue certificates for shares with such legends and subject to such restrictions on transfer and stop-transfer instructions as counsel for the Company deems
necessary or desirable for compliance by the Company with federal, state and foreign securities laws. The Company may also require such other action or agreement by the Participants as may from time to time be necessary to comply with applicable
securities laws. To the extent the Plan or any instrument evidencing an Award provides for issuance of stock certificates to reflect the issuance of shares of Common Stock, the issuance may be effected on a noncertificated basis, to the extent not
prohibited by applicable law or the applicable rules of any stock exchange.
9.12 Section 409A of the Code. The
423 Component of the Plan is intended to be exempt from the application of Section 409A of the Code and, to the extent not exempt, is intended to comply with Section 409A of the Code, and any