EXHIBIT 10.1


 


STANDARD PARKING CORPORATION


RESTRICTED STOCK UNIT AGREEMENT


 


THIS AGREEMENT is made
effective July 1, 2008 (the “Grant Date”)
between Standard Parking Corporation, a Delaware corporation (the “Company”), and                                                     
(the “Recipient”).


 


WHEREAS, the Company desires
to grant to the Recipient an award denominated in units (the “Restricted Stock Units”) of its common capital stock (the “Common Stock”);
and


 


WHEREAS, the Restricted
Stock Units are being issued under and subject to the Company’s Long-Term
Incentive Plan (the “Plan”) dated March 1,
2004, and any terms used herein have the same meanings as under the Plan (the
Recipient being referred to in the Plan as a “Participant”).


 


NOW, THEREFORE, in consideration
of the following mutual covenants and for other good and valuable
consideration, the parties agree as follows:


 


1.           GRANT OF
RESTRICTED STOCK UNITS


 


The Company hereby grants to the Recipient             
Restricted Stock Units upon the terms and conditions and subject to all the
limitations and restrictions set forth herein and in the Plan, which is
incorporated herein by reference.  The
Recipient acknowledges receipt of a copy of the Plan.  Each Restricted Stock Unit is a notional
amount that represents one share of the Company’s Common Stock.  Each Restricted Stock Unit constitutes the
right, subject to the terms, conditions and vesting schedule of the Plan and
this Agreement, to receive a distribution of a share of Common Stock.


 


2.           PURCHASE PRICE


 


The purchase price of the Restricted Stock Units shall be deemed to be
zero Dollars per share.


 


3.           AWARDS
SUBJECT TO ACCEPTANCE OF AGREEMENT.


 


The Award granted hereunder
shall be null and void unless the Recipient accepts this Agreement by executing
it in the space provided below and returning it to the Company.


 


4.                                 RIGHTS AS A STOCKHOLDER.


 


The
Recipient shall not have any rights of a stockholder as a result of receiving
an Award under this Agreement, including, but not limited to, any right to vote
the shares of Common Stock to be issued hereunder, unless and until (and only
to the extent) the Restricted Stock Units have vested and the shares of Common
Stock thereafter distributed pursuant to Paragraphs 5 and 7 hereof.


 


5.           VESTING OF
RESTRICTED STOCK UNITS.


 


(a)                                  One third (1/3rd) of the
Restricted Stock Units shall become vested on each of the tenth (10th),
eleventh (11th) and twelfth (12th) anniversaries of the
Grant Date, so long as the Recipient is actively employed by the Company at all
times from the Grant Date through each such vesting date.  The foregoing notwithstanding, all of the
Restricted Stock Units


 

















 


shall
earlier vest upon a Recipient’s attainment of Normal Retirement Age, so long as
the Recipient is actively employed by the Company at all times from the Grant
Date until such date.  For purposes of
this Agreement, “Normal Retirement Age” shall mean                         .


 


(b)                                 Notwithstanding the vesting terms described
in Paragraph 5(a), if the Recipient’s employment is terminated (i) by the
Company without “cause” (as defined in the Plan), (ii) as the result of
his or her resignation for “good reason” (as defined in any employment
agreement between the Recipient and the Company or, if there is no such
employment agreement, as defined under Treas. Reg. §1.409A-1(n)(2)(ii)), or (iii) as
a result of death or disability (as defined under Treas. Reg.
§1.409A-3(i)(4)),  then as of the date of
such termination, the number of Restricted Stock Units that shall be deemed
vested hereunder shall be equal to the greater of (1) the number of vested
Restricted Stock Units determined under Paragraph 5(a) as of the date of
termination or (2) [the product of (i) ten percent (10%) multiplied
by (ii) the total number of Restricted Stock Units granted hereunder
multiplied by (iii) the number of completed anniversary years the Award
has been outstanding from the Grant Date, not to exceed ten (10) years.] [the
product of (i) the total number of Restricted Stock Units granted
hereunder, multiplied by (ii) a fraction with the numerator equal to the
number of completed anniversary years from the Grant Date through the date of
the Recipient’s employment termination and with the denominator equal to the
number of years, or fractions thereof.]


 


(c)                               All vesting of the Restricted Stock Units not otherwise vested
shall cease upon the Recipient’s termination of employment.


 


(d)                                 For purposes of this Agreement, each date on
which any portion of the Restricted Stock Units become vested pursuant to this
Paragraph 5 shall be referred to as a “Vesting Date”.


 


6.           TERMINATION
OF AWARDS.


 


In
the event that the Recipient shall forfeit the Restricted Stock Units subject
to this Agreement, the Recipient shall, upon the Company’s request, promptly
return this Agreement to the Company for full cancellation.  Such cancellation shall be effective
regardless of whether the Recipient returns this Agreement.


 


7.           SETTLEMENT
OF RESTRICTED STOCK UNITS.


 


(a)                                  Subject to the terms of the Plan and this
Agreement, Restricted Stock Units shall be settled in shares of Common
Stock.  Unless otherwise elected by the
Recipient pursuant to Paragraph 7(b), certificates representing shares of
Common Stock will be issued to the Recipient as soon as reasonably practicable
following each Vesting Date, but in no event shall the shares be issued later
than the date that is two and one-half (2 1⁄2) months following the date on which
the Restricted Stock Units vest.  As a
condition precedent to receiving a distribution of shares of Common Stock
hereunder, the Recipient agrees to execute and return one or more irrevocable
stock powers to facilitate the transfer to the Company (or its assignee or
nominee) of all or a portion of the shares of Common Stock to be issued
hereunder if such Shares are forfeited pursuant to Paragraph 10 hereof or
if required under applicable laws or regulations.


 


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(b)                                 Notwithstanding the terms of Paragraph 7(a),
a Recipient may, in lieu of receiving a distribution pursuant to Paragraph
7(a), make a current election to receive a distribution with respect to his or
her vested Restricted Stock Units upon the earlier of (i) a fixed date, (ii) a
separation from service within the meaning of Section 409A of the Code and
the regulations and guidance promulgated thereunder, (iii) death, (iv) disability,
or (v) a change in control event within the meaning of Section 409A
of the Code and the regulations and guidance promulgated thereunder, as
evidenced by Recipient’s completion of the election form attached as Exhibit A
hereto.  If the election form is not
timely completed and returned to the Company in accordance with Exhibit A,
the Recipient shall receive a distribution of his or her vested Restricted
Stock Units in accordance with the terms of Paragraph 7(a).  Notwithstanding anything in this Agreement or
the Plan to the contrary, if the Recipient is a “specified employee” as such
term is defined under Section 409A of the Code and the regulations and
guidance promulgated thereunder, any distributions made as a result of a
separation from service within the meaning of Section 409A of the Code and
the regulations and guidance promulgated thereunder shall be delayed for a
period of six (6) months following the Recipient’s separation from service
to the extent and up to an amount necessary to ensure such payments are not
subject to the penalties and interest under Section 409A of the Code.


 


(c)                                  Notwithstanding the vesting of the Restricted
Stock Units, the shares of Common Stock issued in settlement of the Restricted
Stock Units shall be subject to the following restrictions on transfer:


 


	
  (i)

  	
   

  	
  Except
  as otherwise provided in Paragraph 8(b) with respect to a sale of shares
  of Common Stock in connection with a Recipient’s making Required Tax
  Payments, shares of Common Stock that are issued in connection with a
  particular Vesting Date may only be sold, pledged, transferred or otherwise
  disposed of (whether with or without consideration and whether voluntarily or
  involuntarily or by operation of law) (any such transaction to be referred to
  herein as a “Transfer”) in accordance with
  the Company’s Stock Ownership Policy Statement as in effect from time to
  time.

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  Subject
  to applicable restrictions of law, the restrictions on Transfer set forth in
  Paragraph 7(c)(i) shall earlier terminate upon the first to occur of the
  date the Recipient (1) ceases to be employed by the Company or
  (2) attains age sixty (60).

  



 


8.           WITHHOLDING
TAXES.


 


(a)                                  As a condition precedent to the delivery to
the Recipient of any shares of Common Stock in settlement of the Restricted
Stock Units, the Recipient shall, upon request by the Company, pay to the
Company such amount of cash as the Company may be required, under all
applicable federal, state, local or other laws or regulations, to withhold and
pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Award.  If the Recipient shall fail to advance the
Required Tax Payments after request by the Company, the Company may, in its
discretion, deduct any Required Tax Payments from any amount then or thereafter
payable by the Company to the Recipient.


 


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(b)                                 The Recipient may elect, subject to Company
approval, to satisfy his or her obligation to advance the Required Tax Payments
with respect to the Restricted Stock Unit Award by any of the following
means:  (1) a cash payment to the
Company pursuant to Paragraph 8(a), (2) delivery (either actual
delivery or by attestation procedures established by the Company) to the
Company of previously owned whole shares of Common Stock (which the Recipient
has held for at least six months prior to the delivery of such shares or which
the Recipient purchased on the open market and for which the Recipient has good
title, free and clear of all liens and encumbrances) having a Fair Market
Value, determined as of the date the obligation to withhold or pay taxes first
arises in connection with the Award (the “Tax Date”),
equal to the Required Tax Payments, (3) authorizing the Company to
withhold from the shares of Common Stock otherwise to be delivered to the
Recipient pursuant to the Award, a number of whole shares of Common Stock
having a Fair Market Value, determined as of the Tax Date, equal to the
Required Tax Payments, (4) a cash payment following the Recipient’s sale
of (or by a broker-dealer acceptable to the Company through which the Recipient
has sold) a number of shares of Common Stock with respect to which the Required
Tax Payments have arisen having a Fair Market Value determined as of the Tax
Date equal to the Required Tax Payments, or (5) any combination of (1),
(2), (3) and (4).  Any fraction of a
share of Common Stock which would be required to satisfy such an obligation
shall be disregarded and the remaining amount due shall be paid in cash by the
Recipient.  No certificate representing a
share of Common Stock shall be delivered until the Required Tax Payments have
been satisfied in full.


 


9.           COMPLIANCE
WITH APPLICABLE LAW.


 


The Restricted Stock Unit
Award is subject to the condition that if the listing, registration or
qualification of the shares of Common Stock to be issued upon the vesting of
the Award upon any securities exchange or under any law, or the consent or
approval of any governmental body, or the taking of any other action is
necessary or desirable as a condition of, or in connection with, the vesting of
the Restricted Stock Units or delivery of shares hereunder, the Restricted
Stock Units subject to the Award shall not vest or the shares of Common Stock
will not be delivered unless such listing, registration, qualification, consent
or approval shall have been effected or obtained, free of any conditions not
approved by the Company (which approval will not be unreasonably withheld).  The Company agrees to use reasonable efforts
to effect or obtain any such listing, registration, qualification, consent or
approval.


 


10.         FORFEITURE.


 


If the Recipient breaches any of the agreements and obligations set
forth on Exhibit B hereto (the “Protective
Agreements”), any grant, payment or delivery made pursuant to this
Agreement during the three (3) year period prior to the breach of the
Protective Agreements shall be forfeited. The Company shall notify the
Recipient in writing of any such forfeiture within one (1) year of the
date it acquires actual knowledge of such breach.  Within ten (10) days after receiving
such a notice from the Company, the Recipient shall return to the Company any
shares of Common Stock that the Recipient received in connection with the forfeited
grant or pay to the Company in cash the value of such shares, as such value is
determined on the date of the notice. 
The Recipient’s failure to return to the Company any certificate(s) evidencing
the shares of Common Stock required to be returned pursuant to this paragraph
shall not preclude the Company from 


 


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canceling any and all such certificate(s) and shares.  Similarly, the Recipient’s failure to pay to
the Company any cash required to be paid pursuant to this paragraph shall not
preclude the Company from  taking any and
all legal action it deems appropriate to facilitate its recovery.


 


11.         DIVIDEND
EQUIVALENTS


 


The Recipient shall earn dividend equivalents on all Restricted Stock
Units awarded under this Agreement.  Such
dividend equivalents shall be equal to the cash dividends and other
distributions that would have been paid on the shares of Common Stock covered
by such Restricted Stock Unit had such covered shares been issued and
outstanding on any dividend record date during the vesting period prior to the
date of payment of such shares, provided that if any such dividends or
distributions are paid in shares of Common Stock, the Fair Market Value of such
shares of Common Stock shall be converted into Restricted Stock Units, which
shall be subject to the same forfeiture and other restrictions as apply to all
Restricted Stock Units under this Agreement and, provided further, that
dividends or distributions paid in cash shall be immediately distributed to the
Recipient as if the Recipient owned the underlying shares of Common Stock at
such time.  Dividend equivalents paid in
shares of Common Stock shall otherwise vest and be paid at the same time as the
shares of Common Stock are paid with respect to vested Restricted Stock
Units.  In addition, dividend equivalents
shall be subject to all other rules and procedures as established by the
Committee under the Plan.


 


12.         MISCELLANEOUS
PROVISIONS.


 


(a)                                  Meaning of Certain Terms.  As
used herein, the term “vest” shall mean no longer subject to forfeiture (other
than as provided in Paragraph 10 above). 
As used herein, employment by the Company shall include employment by a
corporation which is a “subsidiary corporation” of the Company as such term is
defined in Section 424 of the Code. 
“Disabled” or “disability” shall have the meaning ascribed to such term
under Section 409A of the Code and the regulations and guidance
promulgated thereunder.  References in
this Agreement to sections of the Code shall be deemed to refer to any
successor section of the Code or any successor internal revenue law.


 


(b)                                 Successors.  This Agreement shall be
binding upon and inure to the benefit of any successor or successors of the
Company and any person or persons who shall, upon the death of the Recipient,
acquire any rights hereunder in accordance with this Agreement or the Plan.


 


(c)                                  Notices.  All notices, requests or other
communications provided for in this Agreement shall be made, if to the Company,
to Standard Parking Corporation, Office of the General Counsel, 900 North
Michigan Avenue, Suite 1600, Chicago, Illinois 60611; and if to the
Recipient, to
                                         .  All notices, requests or other communications
provided for in this Agreement shall be made in writing either (a) by
personal delivery to the party entitled thereto, (b) by facsimile with
confirmation of receipt, (c) by mailing in the United States mails to the
last known address of the party entitled thereto or (d) by express courier
service.  The notice, request or other
communication shall be deemed to be received upon personal delivery, upon
confirmation of receipt of facsimile transmission, or upon receipt by the party
entitled thereto if by United States mail or express courier service; provided,
however, that if a notice, request or other


 


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communication
is not received during regular business hours, it shall be deemed to be
received on the next succeeding business day of the Company.


 


(d)                                 Governing Law.  This
Agreement, the Awards and all
determinations made and actions taken pursuant hereto and thereto, to the
extent not otherwise governed by the laws of the United States, shall be
governed by the laws of the State of Delaware and construed in accordance
therewith without giving effect to principles of conflicts of laws.


 


(e)                                  Counterparts.  This
Agreement may be executed in two counterparts each of which shall be deemed an
original and both of which together shall constitute one and the same
instrument.


 


(f)                                    Transfers.  The Restricted Stock
Units granted hereunder shall not be transferable by the Recipient except as
the Plan or this Agreement may otherwise provide.


 


(g)                                 Separability;
Reformation.  It is intended that any
amount payable under this Agreement will comply with Section 409A of the
Code, and regulations and guidance related thereto, or will be a short-term
deferral which is not subject to Section 409A of the Code, so as not to
subject the Recipient to the payment of any interest or tax penalty which may
be imposed under Section 409A of the Code; provided, however, that the
Company shall not be responsible for any such interest and tax penalties.  If any provision of this Agreement or the
Plan shall be invalid or unenforceable, in whole or in part, or as applied to
any circumstance, under the laws of any jurisdiction that may govern for such
purpose, or if any provision of this Agreement or the Plan needs to be
interpreted to comply with the requirements of Section 409A of the Code,
then such provision shall be deemed to be modified or restricted, or so
interpreted, to the extent and in the manner necessary to render the same valid
and enforceable, or to the extent and in the manner necessary to be interpreted
in compliance with such requirements of the Code, either generally or as
applied to such circumstance, or shall be deemed excised from this Agreement or
the Plan, as the case may require, and this Agreement or the Plan shall be
construed and enforced to the maximum extent permitted by law as if such
provision had been originally incorporated herein as so modified or restricted,
or as if such provision had not been originally incorporated herein, as the
case may be.


 


IN WITNESS
WHEREOF, the Company
and the Recipient have caused this Agreement to be executed on its and his or
her behalf effective the day and year first above written.


 


	
  STANDARD PARKING CORPORATION

  	
   

  	
  RECIPIENT:

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
   

  
					



 


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EXHIBIT A


 


RESTRICTED STOCK UNIT


DISTRIBUTION ELECTION FORM


 


As the recipient of a grant of Restricted Stock Units under the
Standard Parking Corporation Long-Term Incentive Plan (the “Plan”), you have the option to elect the time you will
receive a distribution with respect to the Restricted Stock Units, subject to
the terms of the Plan and your Restricted Stock Unit Agreement (the “Award Agreement”). 
This election is considered to be irrevocable once made.  In order to be effective, this election form
must be completed and returned to the attention of Gerard Klaisle by no later
than July 30th, 2008  If
this election form is not timely completed and returned to the Company, the
distribution of your Restricted Stock Units will be made in accordance with the
terms of your Award Agreement.


 


I hereby elect, with respect to the grant of Restricted Stock Units
under the Award Agreement dated July 1, 2008 to receive my distributions
under the Award Agreement as follows:


 


A single sum distribution on the earliest of the following dates/events
(check one or more boxes):


 


o                                                                       ,
              
.. [Insert a fixed date after vesting period.]


 


o                                    Upon
my separation from service.


 


o                                    Upon
my death.  (In the event of my death,
such distributions will be made to my beneficiary, if I have designated one, or
to my estate if no beneficiary is designated.)


 


o                                    Upon
my disability (as such term is defined under Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated
thereunder).


 


o                                    Upon
a change in control event (as such term is defined under Section 409A of
the Code and the regulations and guidance promulgated thereunder).


 


Notwithstanding the election above, I understand if I am a “specified
employee” as such term is defined under Section 409A of the Internal
Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder, any
distribution may be delayed for a period of up to six (6) months
following my separation from service to the extent and up to an amount
necessary to ensure such payments are not subject to the penalties and interest
under Section 409A of the Code


 


This election is hereby made by the undersigned as of the date set
forth below.


 


	
  RECIPIENT:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
				



 

















 


EXHIBIT B


 


PROTECTIVE
AGREEMENTS


 


I.                                         Protection
of Trade Secrets


 


a.               Trade Secrets and Confidential Information.  The Recipient recognizes and
acknowledges that the Company is and hereafter may become involved in various
residential and commercial service related businesses, including without
limitation the acquisition and operation of, and the providing of consulting
services for, parking facilities, providing on-street and off-street parking
enforcement, airport and urban transportation services, commercial security
services, and commercial and residential property management services,
including, maintenance and cleaning services (collectively, the foregoing to be
referred to herein as the “Business”).  The Recipient further recognizes and
acknowledges that Trade Secrets (as defined in subparagraph b below) of the
Company constitute proprietary information that the Company is entitled to
protect, which information constitutes special and unique assets of the
Company, which is not generally available to the public.  With respect to all Trade Secrets, and except
as may be required by the lawful order of a court of competent jurisdiction,
the Recipient, in consideration for the grant to the Recipient of certain
Restricted Stock Units, agrees that he shall:


 


	
  i.

  	
   

  	
  hold all Trade Secrets in strict confidence and not publish or
  otherwise disclose any portion thereof to any person whatsoever except with
  the Company’s prior written consent,

  
	
   

  	
   

  	
   

  
	
  ii.

  	
   

  	
  use all reasonable precautions to assure that the Trade Secrets are
  properly protected and kept from unauthorized persons,

  
	
   

  	
   

  	
   

  
	
  iii.

  	
   

  	
  make no use of any Trade Secrets except as is required in the
  performance of his duties for the Company, and

  
	
   

  	
   

  	
   

  
	
  iv.

  	
   

  	
  upon termination of his employment with the Company (whether voluntary
  or involuntary, and regardless of the reason or cause) or upon the Company’s
  request, promptly return to the Company any and all documents and other
  things relating to the Trade Secrets, all of which are and shall at all times
  remain the Company’s sole property.

  



 


None of the
above provisions shall restrict the Recipient from using, at any time after the
termination of his employment with the Company, information that is in the
public domain or knowledge acquired during the course of his employment with the
Company that is generally known to persons of his experience in other companies
in the Business.


 

















 


b.              Definitions.  As used in subparagraph a above:


 


	
  i.

  	
   

  	
  The term “Trade Secrets” shall refer to the Company’s confidential
  and proprietary information and trade secrets which, by reason of their
  character as special and unique assets of the Company, the Company is legally
  entitled to protect, including without limitation (i) information
  relating to the Company’s manner and methods of doing business, including
  without limitation strategies for negotiating leases and management
  agreements, (ii) the identity of the Company’s clients, customers,
  prospective clients and customers, lessors and locations, and the identity of
  any individuals or entities having an equity or other economic interest in
  the Company to the extent such identity has not otherwise been voluntarily
  disclosed by the Company, (iii) the specific confidential terms of
  management agreements, leases or other business agreements, including without
  limitation the duration of, and the fees, rent or other payments due
  thereunder, (iv) the identities of beneficiaries under land trusts,
  (v) the business, developments, activities or systems of the Company,
  including without limitation any marketing or customer service oriented
  programs in the development stages or not otherwise known to the general
  public, (vi) information concerning the business affairs of any
  individual or firm doing business with the Company, (vii) financial data
  and the operating expense structure pertaining to any parking facility owned,
  operated, leased or managed by the Company or for which the Company has or is
  providing consulting services, (viii) information pertaining to computer
  systems, including, but not limited to, computer software, used in the
  operation of the Company, and (ix) other confidential information and
  trade secrets relating to the operation of the Company’s Business.

  
	
   

  	
   

  	
   

  
	
  ii.

  	
   

  	
  The term “documents” shall mean all forms of written or recorded
  information, and shall include without limitation all accounts, budgets,
  compilations, computer records (including without limitation computer
  programs, information stored on computer hard drives, software, disks,
  diskettes or any other electronic or magnetic storage media), contracts,
  correspondence, data, diagrams, drawings, financial statements, memoranda,
  microfilm or microfiche, notes, notebooks, marketing or other plans, printed
  materials, records and reports, as well as any and all copies, reproductions
  or summaries thereof.

  



 


II.                                     Intellectual
Property Rights


 


The Recipient agrees to assign to the Company
any and all intellectual property rights, including patents, trademarks,
copyright and business plans or systems developed, authored or conceived by the
Recipient while employed by, and relating to the business of, the Company, and
the Recipient agrees to cooperate


 


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with the Company’s attorneys to perfect
ownership rights thereof in the Company. 
The preceding sentence shall not apply to an invention for which no
equipment, supplies, facility or Trade Secret information of the Company was
used and which was developed entirely on the Recipient’s own time, unless (i) the
invention relates either to the Company’s business or to actual or demonstrably
anticipated research or development of the Company, or (ii) the invention
results from any work performed by the Recipient for the Company.


 


III.                                 Covenants
Not To Compete


 


The Recipient agrees that while he is
employed by the Company and for a period of one (1) year after the date on
which such employment terminates, the Recipient shall not, directly or
indirectly:


 


a.               have an ownership
interest in (other than ownership of 5% or less of the outstanding stock of any
entity listed on a publicly traded stock exchange) any corporation, firm, joint
venture, partnership, proprietorship, or other entity or association that
manages, owns or otherwise engages in the Business, in any of the metropolitan
areas in which, as of the time the Recipient’s employment terminates, the
Company owns, manages and/or operates its Business facilities (a “Metropolitan
Area”),


 


b.              become employed by,
work for, consult with, or assist any person, corporation, firm, joint venture,
partnership, proprietorship or any other entity or association that is engaged
in a business that is competitive with the Company’s Business in any
Metropolitan Area,


 


c.               contact or solicit
business from any client or customer of the Company or from any person who is
responsible for referring or who regularly refers business to the Company, or


 


d.              take any action to
recruit or to assist in the recruiting or solicitation for employment of any
officer, employee or representative of the Company.


 


If the Recipient, after the termination of
his employment with the Company, has any question regarding the applicability
of the above provisions to a potential employment opportunity, the Recipient
acknowledges that it is his responsibility to contact the Company so that the
Company may inform the Recipient of its position with respect to such
opportunity.


 


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