Option Grant and Exercise Terms
EXHIBIT 10.12
contrary provision of this Agreement, in the event of a conflict between the terms and conditions of the Plan and the terms and
conditions of this Agreement, the terms and conditions of the Plan shall prevail.
B.Nature of Grant.
In accepting the Options, Optionee acknowledges, understands and agrees that:
1.the Plan is established voluntarily by the Company, is discretionary in nature, and may be amended, suspended
or terminated by the Company at any time, to the extent permitted by the Plan;
2.Optionee is voluntarily participating in the Plan;
3.unless Optionee allocates a portion of his or her salary towards the acquisition of the Options (to the extent
permitted by the Company and by applicable laws), the Options and any Shares acquired thereunder, and the income from and
value of same, are not intended to replace any compensation owed to Optionee by the Company or, if different, Optionee's
employer (the "Employer");
4.the Options and any Shares acquired thereunder, and the income from and value of same, are not part of
normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal,
end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar
payments;
5.the future value of the Shares underlying the Options is unknown, indeterminable, and cannot be
predicted with certainty;
6.if the underlying Shares do not increase in value, the Options will have no value;
7.if Optionee exercises the Options and acquires Shares, the value of such Shares may increase or decrease in
value, even below the Exercise Price;
8.no claim or entitlement to compensation or damages shall arise from forfeiture of the Options;
9.unless otherwise provided in the Plan or by the Company in its discretion, the Options and the benefits
evidenced by this Agreement do not create any entitlement to have the Options or any such benefits transferred to, or assumed
by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting
the Shares;
10.unless otherwise agreed with the Company, the Options and any Shares acquired thereunder, and the
income from and value of same, are not granted as consideration for, or in connection with, the service Optionee may
provide as a director of a Subsidiary; and
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