Exhibit 99.4
IMMERSION CORPORATION
STOCK OPTION AGREEMENT
(For U.S. Participant)
Immersion Corporation has granted to the Participant named in the
Notice of Grant of Stock Option (the "Grant Notice") to which this Stock Option
Agreement (the "Option Agreement") is attached an option (the "Option") to
purchase certain shares of Stock upon the terms and conditions set forth in the
Grant Notice and this Option Agreement. The Option has been granted pursuant to
and shall in all respects be subject to the terms and conditions of the
Immersion Corporation 2007 Equity Incentive Plan (the "Plan"), as amended to the
Date of Grant, the provisions of which are incorporated herein by reference. By
signing the Grant Notice, the Participant: (a) acknowledges receipt of and
represents that the Participant has read and is familiar with the Grant Notice,
this Option Agreement, the Plan and a prospectus for the Plan prepared in
connection with the registration with the Securities and Exchange Commission of
shares issuable pursuant to the Option (the "Plan Prospectus"), (b) accepts the
Option subject to all of the terms and conditions of the Grant Notice, this
Option Agreement and the Plan and (c) agrees to accept as binding, conclusive
and final all decisions or interpretations of the Committee upon any questions
arising under the Grant Notice, this Option Agreement or the Plan.
1. DEFINITIONS AND CONSTRUCTION.
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1.1 Definitions. Unless otherwise defined herein, capitalized
terms shall have the meanings assigned to such terms in the Grant Notice or the
Plan.
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. TAX CONSEQUENCES.
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2.1 Tax Status of Option. This Option is intended to
have the tax status designated in the Grant Notice.
(a) Incentive Stock Option. If the Grant Notice so
designates, this Option is intended to be an Incentive Stock Option within the
meaning of Section 422(b) of the Code, but the Company does not represent or
warrant that this Option qualifies as such. The Participant should consult with
the Participant's own tax advisor regarding the tax effects of this Option and
the requirements necessary to obtain favorable income tax treatment under
Section 422 of the Code, including, but not limited to, holding period
requirements. (NOTE TO PARTICIPANT: If the Option is exercised more than three
(3) months after the date on which you cease to be an Employee (other than by
reason of your death or permanent and total disability as defined in Section
22(e)(3) of the Code), the Option will be treated as a Nonstatutory Stock Option
and not as an Incentive Stock Option to the extent required by Section 422 of
the Code.)
(b) Nonstatutory Stock Option. If the Grant Notice so
designates, this Option is intended to be a Nonstatutory Stock Option and shall
not be treated as an Incentive Stock Option within the meaning of Section 422(b)
of the Code.
2.2 ISO Fair Market Value Limitation. If the Grant Notice
designates this Option as an Incentive Stock Option, then to the extent that the
Option (together with all Incentive Stock Options granted to the Participant
under all stock option plans of the Participating Company Group, including the
Plan) becomes exercisable for the first time during any calendar year for shares
having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000),
the portion of such options which exceeds such amount will be treated as
Nonstatutory Stock Options. For purposes of this Section 2.2, options designated
as Incentive Stock Options are taken into account in the order in which they
were granted, and the Fair Market Value of stock is determined as of the time
the option with respect to such stock is granted. If the Code is amended to
provide for a different limitation from that set forth in this Section 2.2, such
different limitation shall be deemed incorporated herein effective as of the
date required or permitted by such amendment to the Code. If the Option is
treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option
in part by reason of the limitation set forth in this Section 2.2, the
Participant may designate which portion of such Option the Participant is
exercising. In the absence of such designation, the Participant shall be deemed
to have exercised the Incentive Stock Option portion of the Option first.
Separate certificates representing each such portion shall be issued upon the
exercise of the Option. (NOTE TO PARTICIPANT: If the aggregate Exercise Price of
the Option (that is, the Exercise Price multiplied by the Number of Option
Shares) plus the aggregate exercise price of any other Incentive Stock Options
you hold (whether granted pursuant to the Plan or any other stock option plan of
the Participating Company Group) is greater than $100,000, you should contact
the Chief Financial Officer of the Company to ascertain whether the entire
Option qualifies as an Incentive Stock Option.)
3. ADMINISTRATION.
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All questions of interpretation concerning this Option
Agreement shall be determined by the Committee. All determinations by the
Committee shall be final and binding upon all persons having an interest in the
Option as provided by the Plan. Any Officer shall have the authority to act on
behalf of the Company with respect to any matter, right, obligation, or election
which is the responsibility of or which is allocated to the Company herein,
provided the Officer has apparent authority with respect to such matter, right,
obligation, or election.
4. EXERCISE OF THE OPTION.
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4.1 Right to Exercise. Except as otherwise provided herein,
the Option shall be exercisable on and after the Initial Vesting Date and prior
to the termination of the Option (as provided in Section 6) in an amount not to
exceed the number of Vested Shares less the number of shares previously acquired
upon exercise of the Option. In no event shall the Option be exercisable for
more shares than the Number of Option Shares, as adjusted pursuant to Section 9.
4.2 Method of Exercise. Exercise of the Option shall be by
means of electronic or written notice (the "Exercise Notice") in a form
authorized by the Company. An electronic Exercise Notice must be digitally
signed or authenticated by the Participant in such manner as required by the
notice and transmitted to the Company or an authorized representative of the
Company (including a third-party administrator designated by the Company). In
the event that the Participant is not authorized or is unable to provide an
electronic Exercise Notice, the Option shall be exercised by a written Exercise
Notice addressed to the Company, which shall be signed by the Participant and
delivered in person, by certified or registered mail, return receipt requested,
by confirmed facsimile transmission, or by such other means as the Company may
permit, to the Company, or an authorized representative of the Company
(including a third-party administrator designated by the Company). Each Exercise
Notice, whether electronic or written, must state the Participant's election to
exercise the Option, the number of whole shares of Stock for which the Option is
being exercised and such other representations and agreements as to the
Participant's investment intent with respect to such shares as may be required
pursuant to the provisions of this Option Agreement. Further, each Exercise
Notice must be received by the Company prior to the termination of the Option as
set forth in Section 6 and must be accompanied by full payment of the aggregate
Exercise Price for the number of shares of Stock being purchased. The Option
shall be deemed to be exercised upon receipt by the Company of such electronic
or written Exercise Notice and the aggregate Exercise Price.
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4.3 Payment of Exercise Price.
(a) Forms of Consideration Authorized. Except as otherwise
provided below, payment of the aggregate Exercise Price for the number of shares
of Stock for which the Option is being exercised shall be made (i) in cash or by
check or cash equivalent, (ii) if permitted by the Company, by tender to the
Company, or attestation to the ownership, of whole shares of Stock owned by the
Participant having a Fair Market Value not less than the aggregate Exercise
Price, (iii) by means of a Cashless Exercise, as defined in Section 4.3(b), or
(iv) by any combination of the foregoing.
(b) Limitations on Forms of Consideration.
(i) Tender of Stock. Notwithstanding the foregoing, the
Option may not be exercised by tender to the Company, or attestation to the
ownership, of shares of Stock to the extent such tender or attestation would
constitute a violation of the provisions of any law, regulation or agreement
restricting the redemption of the Company's stock. If required by the Company,
the Option may not be exercised by tender to the Company, or attestation to the
ownership, of shares of Stock unless such shares either have been owned by the
Participant for more than six (6) months or such other period, if any, required
by the Company (and not used for another option exercise by attestation during
such period) or were not acquired, directly or indirectly, from the Company.
(ii) Cashless Exercise. A "Cashless Exercise" means the
delivery of a properly executed notice together with irrevocable instructions to
a broker in a form acceptable to the Company providing for the assignment to the
Company of the proceeds of a sale or loan with respect to some or all of the
shares of Stock acquired upon the exercise of the Option pursuant to a program
or procedure approved by the Company (including, without limitation, through an
exercise complying with the provisions of Regulation T as promulgated from time
to time by the Board of Governors of the Federal Reserve System). The Company
reserves, at any and all times, the right, in the Company's sole and absolute
discretion, to establish, decline to approve or terminate any such program or
procedure, including with respect to the Participant notwithstanding that such
program or procedures may be available to others.
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4.4 Tax Withholding.
(a) In General. At the time the Option is exercised, in
whole or in part, or at any time thereafter as requested by the Company, the
Participant hereby authorizes withholding from payroll and any other amounts
payable to the Participant, and otherwise agrees to make adequate provision for
(including by means of a Cashless Exercise to the extent permitted by the
Company), any sums required to satisfy the federal, state, local and foreign tax
withholding obligations of the Participating Company Group, if any, which arise
in connection with the Option. The Company shall have no obligation to deliver
shares of Stock until the tax withholding obligations of the Participating
Company Group have been satisfied by the Participant.
(b) Withholding in Shares. The Company may permit or require
the Participant to satisfy all or any portion of a Participating Company's tax
withholding obligations upon exercise of the Option by deducting from the shares
of Stock otherwise issuable to the Participant upon such exercise a number of
whole shares having a fair market value, as determined by the Company as of the
date of exercise, not in excess of the amount of such tax withholding
obligations determined by the applicable minimum statutory withholding rates.
Any adverse consequences to the Participant resulting from the procedure
permitted under this Section, including, without limitation, tax consequences,
shall be the sole responsibility of the Participant.
4.5 Beneficial Ownership of Shares; Certificate Registration.
The Participant hereby authorizes the Company, in its sole discretion, to
deposit for the benefit of the Participant with any broker with which the
Participant has an account relationship of which the Company has notice any or
all shares acquired by the Participant pursuant to the exercise of the Option.
Except as provided by the preceding sentence, a certificate for the shares as to
which the Option is exercised shall be registered in the name of the
Participant, or, if applicable, in the names of the heirs of the Participant.
4.6 Restrictions on Grant of the Option and Issuance of
Shares. The grant of the Option and the issuance of shares of Stock upon
exercise of the Option shall be subject to compliance with all applicable
requirements of federal, state or foreign law with respect to such securities.
The Option may not be exercised if the issuance of shares of Stock upon exercise
would constitute a violation of any applicable federal, state or foreign
securities laws or other law or regulations or the requirements of any stock
exchange or market system upon which the Stock may then be listed. In addition,
the Option may not be exercised unless (i) a registration statement under the
Securities Act shall at the time of exercise of the Option be in effect with
respect to the shares issuable upon exercise of the Option or (ii) in the
opinion of legal counsel to the Company, the shares issuable upon exercise of
the Option may be issued in accordance with the terms of an applicable exemption
from the registration requirements of the Securities Act. THE PARTICIPANT IS
CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS
ARE SATISFIED. ACCORDINGLY, THE PARTICIPANT MAY NOT BE ABLE TO EXERCISE THE
OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of the
Company to obtain from any regulatory body having jurisdiction the authority, if
any, deemed by the Company's legal counsel to be necessary to the lawful
issuance and sale of any shares subject to the Option 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. As a condition to
the exercise of the Option, the Company may require the Participant to satisfy
any qualifications that may be necessary or appropriate, to evidence compliance
with any applicable law or regulation and to make any representation or warranty
with respect thereto as may be requested by the Company.
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4.7 Fractional Shares. The Company shall not be required
to issue fractional shares upon the exercise of the Option.
5. NONTRANSFERABILITY OF THE OPTION.
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During the lifetime of the Participant, the Option shall be
exercisable only by the Participant or the Participant's guardian or legal
representative. The Option shall not be subject in any manner to anticipation,
alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or
garnishment by creditors of the Participant or the Participant's beneficiary,
except transfer by will or by the laws of descent and distribution. Following
the death of the Participant, the Option, to the extent provided in Section 7,
may be exercised by the Participant's legal representative or by any person
empowered to do so under the deceased Participant's will or under the then
applicable laws of descent and distribution.
6. TERMINATION OF THE OPTION.
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The Option shall terminate and may no longer be exercised
after the first to occur of (a) the close of business on the Option Expiration
Date, (b) the close of business on the last date for exercising the Option
following termination of the Participant's Service as described in Section 7, or
(c) a Change in Control to the extent provided in Section 8.
7. EFFECT OF TERMINATION OF SERVICE.
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7.1 Option Exercisability. The Option shall terminate
immediately upon the Participant's termination of Service to the extent that it
is then unvested and shall be exercisable after the Participant's termination of
Service to the extent it is then vested only during the applicable time period
as determined below and thereafter shall terminate.
(a) Disability. If the Participant's Service terminates
because of the Disability of the Participant, the Option, to the extent
unexercised and exercisable for Vested Shares on the date on which the
Participant's Service terminated, may be exercised by the Participant (or the
Participant's guardian or legal representative) at any time prior to the
expiration of twelve (12) months after the date on which the Participant's
Service terminated, but in any event no later than the Option Expiration Date.
(b) Death. If the Participant's Service terminates because
of the death of the Participant, the Option, to the extent unexercised and
exercisable for Vested Shares on the date on which the Participant's Service
terminated, may be exercised by the Participant's legal representative or other
person who acquired the right to exercise the Option by reason of the
Participant's death at any time prior to the expiration of twelve (12) months
after the date on which the Participant's Service terminated, but in any event
no later than the Option Expiration Date. The Participant's Service shall be
deemed to have terminated on account of death if the Participant dies within
three (3) months after the Participant's termination of Service.
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(c) Termination for Cause. If the Participant's Service is
terminated for Cause or if, following the Participant's termination of Service
and during any period in which the Option otherwise would remain exercisable,
the Participant engages in any act that would constitute Cause, the Option shall
terminate in its entirety and cease to be exercisable immediately upon such
termination of Service or act.
(d) Other Termination of Service. If the Participant's
Service terminates for any reason, except Disability, death or Cause, the
Option, to the extent unexercised and exercisable for Vested Shares by the
Participant on the date on which the Participant's Service terminated, may be
exercised by the Participant at any time prior to the expiration of three (3)
months after the date on which the Participant's Service terminated, but in any
event no later than the Option Expiration Date.
7.2 Extension if Exercise Prevented by Law or Insider Trading
Policy. Notwithstanding the foregoing, other than termination of Service for
Cause, if the exercise of the Option within the applicable time periods set
forth in Section 7.1 is prevented by the provisions of Section 4.6 or a sale of
shares pursuant to a Cashless Exercise of the Option would violate the
provisions of the Insider Trading Policy, the Option shall remain exercisable
until thirty (30) days after the date such exercise or sale, as the case may be,
would no longer be prevented by such provisions, but in any event no later than
the Option Expiration Date.
8. EFFECT OF CHANGE IN CONTROL.
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In the event of a Change in Control, except to the extent that
the Committee determines to cash out the Option in accordance with Section
15.1(c) of the Plan, the surviving, continuing, successor, or purchasing entity
or parent thereof, as the case may be (the "Acquiror"), may, without the consent
of the Participant, assume or continue in full force and effect the Company's
rights and obligations under all or any portion of the Option or substitute for
all or any portion of the Option a substantially equivalent option for the
Acquiror's stock. For purposes of this Section, the Option or any portion
thereof shall be deemed assumed if, following the Change in Control, the Option
confers the right to receive, subject to the terms and conditions of the Plan
and this Option Agreement, for each share of Stock subject to such portion of
the Option immediately prior to the Change in Control, the consideration
(whether stock, cash, other securities or property or a combination thereof) to
which a holder of a share of Stock on the effective date of the Change in
Control was entitled; provided, however, that if such consideration is not
solely common stock of the Acquiror, the Committee may, with the consent of the
Acquiror, provide for the consideration to be received upon the exercise of the
Option, for each share of Stock subject to the Option, to consist solely of
common stock of the Acquiror equal in Fair Market Value to the per share
consideration received by holders of Stock pursuant to the Change in Control.
The Option shall terminate and cease to be outstanding effective as of the time
of consummation of the Change in Control to the extent that the Option is
neither assumed or continued by the Acquiror in connection with the Change in
Control nor exercised as of the date of the Change in Control.
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9. ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE.
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Subject to any required action by the stockholders of the
Company, in the event of any change in the Stock effected without receipt of
consideration by the Company, whether through merger, consolidation,
reorganization, reincorporation, recapitalization, reclassification, stock
dividend, stock split, reverse stock split, split-up, split-off, spin-off,
combination of shares, exchange of shares, or similar change in the capital
structure of the Company, or in the event of payment of a dividend or
distribution to the stockholders of the Company in a form other than Stock
(excepting normal cash dividends) that has a material effect on the Fair Market
Value of shares of Stock, appropriate and proportionate adjustments shall be
made in the number, Exercise Price and kind of shares subject to the Option, in
order to prevent dilution or enlargement of the Participant's rights under the
Option. For purposes of the foregoing, conversion of any convertible securities
of the Company shall not be treated as "effected without receipt of
consideration by the Company." Any fractional share resulting from an adjustment
pursuant to this Section shall be rounded down to the nearest whole number, and
the Exercise Price shall be rounded up to the nearest whole cent. In no event
may the Exercise Price be decreased to an amount less than the par value, if
any, of the stock subject to the Option. The Committee in its sole discretion,
may also make such adjustments in the terms of the Option to reflect, or related
to, such changes in the capital structure of the Company or distributions as it
deems appropriate. All adjustments pursuant to this Section shall be determined
by the Committee, and its determination shall be final, binding and conclusive.
10. RIGHTS AS A STOCKHOLDER, DIRECTOR, EMPLOYEE OR CONSULTANT.
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The Participant shall have no rights as a stockholder with
respect to any shares covered by the Option until the date of the issuance of
the shares for which the Option has been exercised (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company). No adjustment shall be made for dividends, distributions
or other rights for which the record date is prior to the date the shares are
issued, except as provided in Section 9. If the Participant is an Employee, the
Participant understands and acknowledges that, except as otherwise provided in a
separate, written employment agreement between a Participating Company and the
Participant, the Participant's employment is "at will" and is for no specified
term. Nothing in this Option Agreement shall confer upon the Participant any
right to continue in the Service of a Participating Company or interfere in any
way with any right of the Participating Company Group to terminate the
Participant's Service as a Director, an Employee or Consultant, as the case may
be, at any time.
11. NOTICE OF SALES UPON DISQUALIFYING DISPOSITION.
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The Participant shall dispose of the shares acquired pursuant
to the Option only in accordance with the provisions of this Option Agreement.
In addition, if the Grant Notice designates this Option as an Incentive Stock
Option, the Participant shall (a) promptly notify the Chief Financial Officer of
the Company if the Participant disposes of any of the shares acquired pursuant
to the Option within one (1) year after the date the Participant exercises all
or part of the Option or within two (2) years after the Date of Grant and (b)
provide the Company with a description of the circumstances of such disposition.
Until such time as the Participant disposes of such shares in a manner
consistent with the provisions of this Option Agreement, unless otherwise
expressly authorized by the Company, the Participant shall hold all shares
acquired pursuant to the Option in the Participant's name (and not in the name
of any nominee) for the one-year period immediately after the exercise of the
Option and the two-year period immediately after Date of Grant. At any time
during the one-year or two-year periods set forth above, the Company may place a
legend on any certificate representing shares acquired pursuant to the Option
requesting the transfer agent for the Company's stock to notify the Company of
any such transfers. The obligation of the Participant to notify the Company of
any such transfer shall continue notwithstanding that a legend has been placed
on the certificate pursuant to the preceding sentence.
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12. LEGENDS.
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The Company may at any time place legends referencing any
applicable federal, state or foreign securities law restrictions on all
certificates representing shares of stock subject to the provisions of this
Option Agreement. The Participant shall, at the request of the Company, promptly
present to the Company any and all certificates representing shares acquired
pursuant to the Option in the possession of the Participant in order to carry
out the provisions of this Section. Unless otherwise specified by the Company,
legends placed on such certificates may include, but shall not be limited to,
the following:
"THE SHARES EVIDENCED BY THIS CERTIFICATE WERE ISSUED BY THE
CORPORATION TO THE REGISTERED HOLDER UPON EXERCISE OF AN
INCENTIVE STOCK OPTION AS DEFINED IN SECTION 422 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED ("ISO"). IN ORDER TO
OBTAIN THE PREFERENTIAL TAX TREATMENT AFFORDED TO ISOs, THE
SHARES SHOULD NOT BE TRANSFERRED PRIOR TO [INSERT
DISQUALIFYING DISPOSITION DATE HERE]. SHOULD THE REGISTERED
HOLDER ELECT TO TRANSFER ANY OF THE SHARES PRIOR TO THIS DATE
AND FOREGO ISO TAX TREATMENT, THE TRANSFER AGENT FOR THE
SHARES SHALL NOTIFY THE CORPORATION IMMEDIATELY. THE
REGISTERED HOLDER SHALL HOLD ALL SHARES PURCHASED UNDER THE
INCENTIVE STOCK OPTION IN THE REGISTERED HOLDER'S NAME (AND
NOT IN THE NAME OF ANY NOMINEE) PRIOR TO THIS DATE OR UNTIL
TRANSFERRED AS DESCRIBED ABOVE."
13. MISCELLANEOUS PROVISIONS.
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13.1 Termination or Amendment. The Committee may terminate or
amend the Plan or the Option at any time; provided, however, that except as
provided in Section 8 in connection with a Change in Control, no such
termination or amendment may adversely affect the Option or any unexercised
portion hereof without the consent of the Participant unless such termination or
amendment is necessary to comply with any applicable law or government
regulation, including, but not limited to, Section 409A. No amendment or
addition to this Option Agreement shall be effective unless in writing.
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13.2 Further Instruments. The parties hereto agree to execute
such further instruments and to take such further action as may reasonably be
necessary to carry out the intent of this Option Agreement.
13.3 Binding Effect. Subject to the restrictions on transfer
set forth herein, this Option Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
13.4 Delivery of Documents and Notices. Any document relating
to participation in the Plan or any notice required or permitted hereunder shall
be given in writing and shall be deemed effectively given (except to the extent
that this Option Agreement provides for effectiveness only upon actual receipt
of such notice) upon personal delivery, electronic delivery at the e-mail
address, if any, provided for the Participant by a Participating Company, or
upon deposit in the U.S. Post Office or foreign postal service, by registered or
certified mail, or with a nationally recognized overnight courier service, with
postage and fees prepaid, addressed to the other party at the address of such
party set forth in the Grant Notice or at such other address as such party may
designate in writing from time to time to the other party.
(a) Description of Electronic Delivery. The Plan documents,
which may include but do not necessarily include: the Plan, the Grant Notice,
this Option Agreement, the Plan Prospectus, and any reports of the Company
provided generally to the Company's stockholders, may be delivered to the
Participant electronically. In addition, the Participant may deliver
electronically the Grant Notice and Exercise Notice called for by Section 4.2 to
the Company or to such third party involved in administering the Plan as the
Company may designate from time to time. Such means of electronic delivery may
include but do not necessarily include the delivery of a link to a Company
intranet or the Internet site of a third party involved in administering the
Plan, the delivery of the document via e-mail or such other means of electronic
delivery specified by the Company.
(b) Consent to Electronic Delivery. The Participant
acknowledges that the Participant has read Section 13.4(a) of this Option
Agreement and consents to the electronic delivery of the Plan documents and the
delivery of the Grant Notice and Exercise Notice, as described in Section
13.4(a). The Participant acknowledges that he or she may receive from the
Company a paper copy of any documents delivered electronically at no cost to the
Participant by contacting the Company by telephone or in writing. The
Participant further acknowledges that the Participant will be provided with a
paper copy of any documents if the attempted electronic delivery of such
documents fails. Similarly, the Participant understands that the Participant
must provide the Company or any designated third party administrator with a
paper copy of any documents if the attempted electronic delivery of such
documents fails. The Participant may revoke his or her consent to the electronic
delivery of documents described in Section 13.4(a) or may change the electronic
mail address to which such documents are to be delivered (if Participant has
provided an electronic mail address) at any time by notifying the Company of
such revoked consent or revised e-mail address by telephone, postal service or
electronic mail. Finally, the Participant understands that he or she is not
required to consent to electronic delivery of documents described in Section
13.4(a).
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13.5 Integrated Agreement. The Grant Notice, this Option
Agreement and the Plan, together with any the Superseding Agreement, if any,
shall constitute the entire understanding and agreement of the Participant and
the Participating Company Group with respect to the subject matter contained
herein and supersede any prior agreements, understandings, restrictions,
representations, or warranties among the Participant and the Participating
Company Group with respect to such subject matter. To the extent contemplated
herein, the provisions of the Grant Notice, the Option Agreement and the Plan
shall survive any exercise of the Option and shall remain in full force and
effect.
13.6 Applicable Law. This Option Agreement shall be governed
by the laws of the State of California as such laws are applied to agreements
between California residents entered into and to be performed entirely within
the State of California.
13.7 Counterparts. The Grant Notice may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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