The Participant further understands that the Option Price of this Option has been set by the Committee at a price that the Committee determined to be not less than 100% (or, if the Participant, at the Grant Date, owned more than 10% of the total combined voting power of the Companys outstanding voting securities, 110%) of the Fair Market Value, as determined in accordance with the Plan, of a Share on the Grant Date. The Participant further understands and agrees, however, that neither the Company nor the Committee shall be liable or responsible for any additional tax liability incurred by the Participant in the event that the Internal Revenue Service for any reason determines that this Option does not qualify as an incentive stock option within the meaning of the Code.
11. Independent Legal and Tax Advice. Participant acknowledges that the Company has advised Participant to obtain independent legal and tax advice regarding the grant and exercise of the Option and the disposition of any Shares acquired thereby.
12. Reorganization of Company. The existence of the Option shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in Companys capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Shares or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.
13. Adjustment of Shares. In the event of stock dividends, spin-offs of assets or other extraordinary dividends, stock splits, combinations of shares, recapitalizations, mergers, consolidations, reorganizations, liquidations, issuances of rights or warrants and similar transactions or events involving Company, appropriate adjustments shall be made to the terms and provisions of this Option as provided in the Plan.
14. No Rights in Shares. Participant shall have no rights as a stockholder in respect of the Shares until the Participant becomes the record holder of such Shares.
15. Investment Representation. Participant will enter into such written representations, warranties and agreements as Company may reasonably request in order to comply with any federal or state securities law. Moreover, any stock certificate for any Shares issued to Participant hereunder may contain a legend restricting their transferability as determined by the Company in its discretion that is reasonably necessary.
16. No Guarantee of Employment. The Option shall not confer upon Participant any right to continued employment with the Company or any subsidiary or affiliate thereof.
17. Withholding of Taxes. This Option is subject to and the Company shall have the right to take any action as may be necessary or appropriate to satisfy any federal, state, or local tax withholding obligations; provided however, that at Participants election in the written notice for exercise, the Company shall make deductions from the number of Shares otherwise deliverable upon exercise of the Option in an amount sufficient to satisfy withholding of any federal, state or local taxes required by law.