only by optionee. upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the option contrary to the provisions hereof, or upon the levy of any attachment or similar process upon the option, the option shall immediately become null and void.
11. withholding for taxes.
the company shall have the right to deduct from optionee's salary any federal or state taxes required by law to be withheld with respect to the exercise of the option.
12. transactions affecting common units.
if the company is merged or consolidated with another entity and the company is not the surviving entity, or if all or substantially all of the assets of the company are acquired by another entity, or if the company is liquidated or reorganized, the company shall, as to the option, either (1) make appropriate provision for the protection of the option by the substitution on an equitable basis of the right thereafter to exercise the option for the kind and amount of securities and/or other property receivable upon such event by a holder of the number of common units for which the option could have been exercised immediately prior to such event, if the option had then been exercisable, provided that no additional benefits shall be conferred upon optionee as a result of such substitution, or (2) upon written notice to optionee, provide that the option must be exercised within a specified number of days of the date of such notice or they will be terminated.
13. amendment.
this agreement shall not be amended, modified or revoked except by agreement in writing signed by the company and optionee.
14. governing law.
the internal laws of the state of _________(state) (irrespective of its choice of laws principles) shall govern the validity of this agreement, the construction of its terms and the interpretation and enforcement of the rights and duties of the parties hereto.
15. miscellaneous.
this agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties with respect hereto. if any provision of this agreement, or the application thereof, shall for any reason and to any extent be invalid or unenforceable, the remainder of this agreement and the application of such provision to other circumstances shall be interpreted so as best to reasonably effect the intent of the parties hereto. all notices or other communications which are required to be given or may be given to either party pursuant to the terms of this agreement shall be in writing and shall be delivered personally or by registered or certified mail, postage prepaid, to the address of the parties as set forth on the signature page to this agreement. notice shall be deemed given on the date of delivery in the case of personal delivery or on the delivery date as specified on the return receipt in the case of registered or certified mail. either party may change its address for such communications by giving notice thereof to the other party in conformity with this section 15. this agreement may not be assigned by the company at any time or by optionee during his life without the written consent of the other. subject to this limitation, this agreement shall be binding upon, and inure to the benefit of, the parties and their heirs, beneficiaries, personal representatives, successors and assigns.