Option Grant and Exercise Terms

B.Nature of Grant. EXHIBIT 10.11 In accepting the Options, you acknowledge, understand and agree 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.you are voluntarily participating in the Plan; 3.unless you do allocate a portion of your 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 you by the Company or, if different, your employer (the "Employer"); 4.regardless of whether you allocate salary toward the acquisition of Options, 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, 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 you exercise the Options and acquire 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 you may provide as a director of a Subsidiary; and 11.if you provide services outside the U.S., i.where applicable, neither the Company nor any of its Subsidiaries shall be liable for any foreign exchange rate fluctuation between your local currency and the United States

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