Exhibit
10.28


 


QUICKLOGIC CORPORATION


 


2009 STOCK PLAN


 


NOTICE OF GRANT OF RESTRICTED STOCK UNITS


 


Unless otherwise
defined herein, the terms defined in the 2009 Stock Plan (the “Plan”) will have
the same defined meanings in this Notice of Grant of Restricted Stock Units
(the “Notice of Grant”) and the Restricted Stock Unit Agreement, attached
hereto as Exhibit A (the “Restricted Stock Unit Agreement” or “Agreement”).


 


Grantee:


 


Address:


 


Grantee has been
granted the right to receive an award of Restricted Stock Units, subject to the
terms and conditions of the Plan and the Agreement, as follows:


 


Grant
Number


 


Date of Grant


 


Vesting
Commencement Date


 


Number
of Restricted Stock Units


 


Vesting
Schedule:


 


Grantee will generally be taxed when the
Restricted Stock Units (“RSUs”) vest and Shares are delivered.  The RSUs are intended (but not guaranteed) to
vest in an open trading window under the Company’s insider trading policy.  This should help enable the Grantee to sell a
portion of the delivered shares to cover the Grantee’s tax obligations.  If the trading window is closed on a
scheduled vesting date, vesting of the RSUs will be delayed until the trading
window is open. A Grantee vests in the RSU in accordance with the following
vesting schedule, so long as a Vesting Cessation Date (as defined herein) has
not yet occurred:


 


This RSU will vest, in whole or in part,
according to the following vesting schedule:


 


Scheduled quarterly vesting
over four years with a one-year cliff.  25% of the RSU will vest on the first open
trading day under the Company’s insider trading policy occurring on or after the
one year anniversary of the Vesting Commencement Date; thereafter 1/16 of the
RSUs will vest on the first open trading day under the Company’s insider
trading policy on or after each successive quarter following the first
anniversary, so as to be 100% vested on the first open trading day on or after
the fourth anniversary of the Vesting Commencement Date;


 


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Scheduled bi-annual
vesting over 15 quarters with a one-year cliff.  25% of the
RSUs will vest on the first open trading day under the Company’s insider trading policy
occurring on or after the one year anniversary of the Vesting
Commencement Date; 1/8 of the RSUs will vest on the first open trading day
under the Company’s insider trading policy on or after the date which is 15
months from the Vesting Commencement Date; thereafter 1/8 of the RSUs will vest
on the first open trading day under the Company’s insider trading policy on or
after each successive six months, so as to be 100% vested on the first open
trading day on or after the date which is 15 quarters from the Vesting
Commencement Date.


 


Scheduled annual vesting
over four years.  25% of the
RSUs will vest each year on the first open trading day under the Company’s insider trading policy on or
after the anniversary of the Vesting Commencement Date, so as to
be 100% vested on the first open trading day on or after the fourth anniversary
of the Vesting Commencement Date;


 


Scheduled quarterly vesting
over one year.  25% of the
RSUs are scheduled to vest on the first open trading day under the Company’s
insider trading policy on or after each quarter following the Vesting
Commencement Date, so as to be 100% vested on the first open trading day on or
after the first anniversary of the Vesting Commencement Date;


 


The RSUs are vested in full
upon grant; or


 


Other:


 


Example:


 


Grantee Montana is
awarded RSUs to acquire 160 Shares on 2/10/06 under Service Vesting alternative
1.  If the trading window under the
Company’s insider trading policy is open on 2/10/07, 5/10/07 and 8/10/07,
Grantee Montana vests as to 40 Shares on 2/10/07, 10 Shares on 5/10/07 and 10
Shares on 8/10/07.


 


If the trading
window is closed on 3/1/07 and reopens on 8/20/07, Grantee Montana vests as to
40 Shares on 2/10/07 and 20 Shares on 8/20/07.]


 


Term
of Service Vesting RSUs. 
Service vesting RSUs shall automatically expire, to the extent then
unvested, on the Vesting Cessation Date.  RSUs which
expire shall automatically become void and without further effect.  In such event, the underlying Shares shall be
returned to the Plan. The maximum term of a RSU is ten (10) years.


 


The Restricted Stock Unit
Agreement included as Exhibit A and the Plan are incorporated herein by
reference.  The Plan, Restricted Stock
Unit Agreement and this Notice of Grant constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Grantee with
respect to the subject matter hereof, and may not be modified adversely to the
Grantee’s interest except by means of a writing signed by the Company and
Grantee.  The Company will administer the
Plan from the United States of America, and any disputes will be settled in the
U.S. according to U.S. law.  This Notice
of Grant, Restricted Stock Unit Agreement, Plan and all awards are governed by
the internal 


 


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substantive
laws, but not the choice of law principles, of the State of California, United
States of America.


 


By
Grantee’s signature, Grantee agrees that this award is granted under and
governed by the terms and conditions of the Plan, the Restricted Stock Unit
Agreement and this Notice of Grant. 
Grantee has reviewed the Plan, the Restricted Stock Unit Agreement and
this Notice of Grant in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Agreement and fully understands all
provisions of the Plan, the Restricted Stock Unit Agreement and this Notice of
Grant.  Grantee hereby agrees to accept
as binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions relating to the Plan, the Restricted Stock
Unit Agreement and this Notice of Grant.


 


	
  GRANTEE

  	
   

  	
  QUICKLOGIC CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  Signature

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
  Print Name

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GRANTEE ADDRESS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BENEFICIARY:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Consent of spouse required if beneficiary is someone
  other than spouse:

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Please
  return this Notice of Grant of Restricted Stock Units to the Stock
  Administrator of the Company.

  
							



 


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EXHIBIT A


 


RESTRICTED STOCK UNIT AGREEMENT


 


1.             Grant of
Restricted Stock Units.  The
Company hereby grants to the Grantee named in the Notice of Grant under the
Plan an award of Restricted Stock Units (“RSUs”), subject to all of the terms
and conditions in this Restricted Stock Unit Agreement and the Plan, which is
incorporated herein by reference. 
Subject to Section 16(c) of the Plan, 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 will prevail.


 


2.             Company’s
Obligation.  Each RSU
represents the right to receive a Share in accordance with the vesting schedule
in the attached Notice of Grant.  Unless
and until the RSUs vest, the Grantee will have no right to receive Shares
underlying such RSUs.  Prior to actual
distribution of Shares pursuant to any vested RSUs, such RSUs will represent an
unsecured obligation of the Company, payable (if at all) only from the general
assets of the Company.


 


3.             Vesting
Schedule.  Subject to
paragraph 4 of this Agreement, the RSUs awarded by this Agreement will vest and
all restrictions lapse according to the vesting schedule specified in the
Notice of Grant.


 


4.             Forfeiture upon
Termination as a Service Provider.  Notwithstanding any contrary provision of
this Agreement or the Notice of Grant, if the RSU expires for any or no reason
prior to vesting, the unvested RSUs awarded by the Notice of Grant and this
Agreement will thereupon be forfeited at no cost to the Company.


 


5.             Payment after
Vesting.  Any RSUs that vest in
accordance with paragraph 3 of this Agreement will be paid to the Grantee (or
in the event of the Grantee’s death, to Grantee’s estate) in Shares, provided
that to the extent determined appropriate by the Company, any federal, state
and local withholding taxes, fringe benefit tax (“FBT”) or National Insurance
Contribution (“NIC”) tax with respect to such RSUs will be paid by the Grantee
in the manner allowed by the Company.


 


6.             Tax Withholding and Consequences. 
Regardless of any action the Company takes with respect to any or all
income tax, social insurance, payroll tax, or other tax-related withholding, FBT or NIC
paid or payable in respect of the grant, vesting, release, cancellation,
transfer of the RSUs or issuance of the related Shares (“Tax-Related Items”), Grantee acknowledges
that the ultimate liability for all Tax-Related Items legally due by Grantee
are and remain Grantee’s responsibility and that the Company (a) makes no
representations or undertakings regarding the treatment of any Tax-Related
Items in connection with any aspect of the grant, vesting or delivery of RSUs
or related Shares, the subsequent sale of Shares and/or the receipt of any
dividends; and (b) does not commit to structure the terms of a RSU grant to
reduce or eliminate Grantee’s liability for Tax-Related Items.  Set forth below is a brief summary as of the
date of grant of this Restricted Stock Unit Agreement of some of the United
States federal tax consequences of vesting of this RSU and disposition of the
Shares.  THIS SUMMARY IS NECESSARILY
INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.


 


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As
the RSUs vest, Grantee will immediately recognize compensation income in an
amount equal to the Fair Market Value of the vesting Shares (the “Vest Date
Fair Market Value”) if Grantee is a U.S taxpayer.  If Grantee is a non-U.S. taxpayer, Grantee
will be subject to applicable taxes in Grantee’s jurisdiction.


 


If Grantee is an Employee
or former Employee, the Vest Date Fair Market Value will be subject to tax
withholding by the Company, and the Company will generally be entitled to a tax
deduction in the amount at the time the Grantee recognizes ordinary income with
respect to a Restricted Stock Unit Agreement.


 


7.             Tax Obligations.  Grantee agrees to make appropriate
arrangements with the Company (or the Parent or Subsidiary employing or
retaining Grantee) in accordance with the procedures offered by the Company for
the satisfaction of all federal, state, local and foreign income and employment
tax withholding requirements, FBT and NIC applicable to the grant, vesting or
issuance of Shares pursuant to an award of RSUs.  Grantee also agrees to reimburse or pay the
Company (including its subsidiaries) in
full, any liability that the Company incurs towards any FBT or NIC paid or payable in respect of the grant, vesting,
release, cancellation, transfer or delivery of the RSU or related Shares,
within the time and in the manner
prescribed by the Company.  The
Administrator may in its sole discretion determine amounts and whether the
withholding taxes and/or FBT and/or NIC with respect to such RSUs and related
Shares will be paid by cash, selling a portion of vested shares, electing to have the Company withhold
otherwise deliverable Shares having a value equal to the minimum amount
statutorily required to be withheld, selling a sufficient number of such Shares otherwise
deliverable to Grantee through such means as the Company may determine in its
sole discretion (whether through a broker or otherwise) having a Fair Market
Value equal to the amount required, by directing a portion of
the proceeds to the Company, by payroll withholding, by delivering already
vested and owned Shares to the Company, by delivering net shares, by direct
payment from the Grantee to the Company, by some other method, or by some
combination thereof.  Grantee agrees to execute any additional
documents requested by the Company for such reimbursement of such taxes to the
Company.


 


Grantee
grants to the Company the irrevocable authority, as agent of Grantee and on
Grantee’s behalf, to sell or procure the sale of sufficient Shares subject to
this award of RSUs so that the net proceeds receivable by the Company are as
far as possible equal to but not less than the amount of any withholding tax,
FBT or NIC the Grantee is liable for (including pursuant to the preceding
paragraph) and the Company will account to Grantee for any balance.


 


Grantee acknowledges and agrees that the Company may refuse to deliver
Shares if Grantee has not made appropriate arrangements with the Company to
satisfy tax withholding requirements, FBT or NIC.


 


8.             No Guarantee of Continued Service. 
GRANTEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF RSUs PURSUANT TO THE
NOTICE OF GRANT OF RSUs HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS A
SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING
HIRED).  GRANTEE FURTHER ACKNOWLEDGES AND
AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE
VESTING SCHEDULE SET 


 


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FORTH
HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT
AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND
WILL NOT INTERFERE WITH GRANTEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE
GRANTEE’S SERVICE PROVIDER STATUS AT ANY TIME, WITH OR WITHOUT CAUSE, EXCEPT AS
OTHERWISE REQUIRED BY APPLICABLE LAW. 
ACCORDINGLY, GRANTEE DOES NOT HAVE ANY ENTITLEMENT TO A RSU IF GRANTEE
RESIGNS OR IF THERE IS A VESTING CESSATION DATE FOR ANY REASON PRIOR TO THE
DATE THAT THE RSU VESTS.


 


9.             Data Privacy.  By accepting
this Restricted Stock Unit Agreement or any Shares upon vesting thereof,
Grantee explicitly and unambiguously consents to the collection, use and
transfer, in electronic or other form, of Grantee’s personal data as described
in this document by and among, as applicable, the Company, its subsidiaries and
affiliates for the exclusive purpose of implementing, administering and
managing Grantee’s participation in the Plan. 
For the purpose of implementing, administering and managing the Plan,
Grantee understands that the Company holds certain personal information about
Grantee, including, but not limited to, Grantee’s name, home address and
telephone number, date of birth, Tax ID or other identification number, salary,
nationality, job title, any equity or directorships held in the Company,
details of all equity awards or any entitlement to Shares awarded, canceled,
exercised, vested, unvested or outstanding in Grantee’s favor, for the purpose
of implementing, administering and managing the Plan (“Data”).  Grantee understands that Data may be
transferred to any third parties assisting in the implementation,
administration and management of the Plan, that these recipients may be located
in Grantee’s country or elsewhere.  The
Company, as a global company, may transfer Grantee’s personal data to countries
that may not provide an adequate level of protection.  The Company, however, is committed to
providing a suitable and consistent level of protection for Grantee’s personal
data regardless of the country in which it resides.  Grantee understands that Grantee may request
information regarding the Company’s stock plan administration by contacting
Human Resources, the Chief Financial Officer or their designee.  Grantee authorizes the recipients to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the
purposes of implementing, administering and managing Grantee’s participation in
the Plan, including any requisite transfer of such Data as may be required to a
broker or other third party with whom Grantee deposits any Shares issued at
vesting or other scheduled payout. 
Grantee understands that Data will be held as long as is necessary to
implement, administer and manage the Plan. 
Grantee understands that Grantee may, at any time, view Data, request
additional information about the storage and processing of Data, require any
necessary amendments to Data or refuse or withdraw the consents herein, in any
case without cost, by contacting in writing Human Resources or the Chief
Financial Officer.  Grantee understands,
however, that refusing or withdrawing Grantee’s consent may affect Grantee’s
ability to participate in the Plan.  For
more information on the consequences of Grantee’s refusal to consent or
withdrawal of consent, Grantee understands that he or she may contact Human
Resources, the Chief Financial Officer or their designee.


 


10.           Electronic Delivery.  The Company
may, in its sole discretion, decide to deliver any documents related to the
award of RSUs or issuance of Shares and participation in the Plan or future
Restricted Stock Unit Agreements that may be awarded under the Plan by
electronic means or to request Grantee’s consent to participate in the Plan by
electronic means.  Grantee hereby
consents to receive such documents by electronic delivery and, if requested, to
agree to participate in the Plan 


 


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through
an on-line or electronic system established and maintained by the Company or
another third party designated by the Company.


 


11.           Payments after
Death.  Any distribution or delivery
to be made to the Grantee under this Agreement will, if the Grantee is then
deceased, be made to the administrator or executor of the Grantee’s estate or,
if none, to the persons entitled to received such distribution or delivery
under the Grantee’s will or the laws of descent or distribution.  Any such recipient must furnish the Company
with (a) written notice of his or her status as transferee, and (b) evidence
satisfactory to the Company to establish the validity of the transfer and
compliance with any laws or regulations pertaining to said transfer.


 


12.           Grant is Not
Transferable.  Except to
the limited extent provided in paragraph 11 of this Agreement, this grant and
the rights and privileges conferred hereby will not be transferred, assigned,
pledged or hypothecated in any way (whether by operation of law or otherwise)
and will not be subject to sale under execution, attachment or similar
process.  Upon any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of this grant, or any right or
privilege conferred hereby, or upon any attempted sale under any execution,
attachment or similar process, this grant and the rights and privileges
conferred hereby immediately will become null and void.


 


13.           Rights as
Stockholder.  Neither the
Grantee nor any person claiming under or through the Grantee will have any of
the rights or privileges of a stockholder of the Company in respect of any
Shares deliverable hereunder unless and until certificates representing such
Shares will have been issued, recorded on the records of the Company or its
transfer agents or registrars, and delivered to the Grantee or Grantee’s broker
or had the Shares electronically transferred to Grantee’s account.


 


14.           Acknowledgments. 
The Grantee expressly acknowledges the following:


 


(a)           The Company (whether or not
Grantee’s employer) is granting the award of RSUs.  That the grant of the award, future grants of
awards, and benefits and rights provided under the Plan are at the complete
discretion of the Company and do not constitute regular or periodic payments,
or remuneration under the terms of employment. 
No grant of awards will be deemed to create any obligation to grant any
further awards, whether or not such a reservation is explicitly stated at the
time of such a grant.  The benefits and
rights provided under the Plan are not to be considered part of Grantee’s
salary or total compensation for purposes of determining Grantee’s entitlement
upon termination and will not be included for purposes of calculating any
severance, resignation, termination, redundancy or other end of service
payments, vacation, bonuses, long-term service awards, indemnification, pension
or retirement benefits, life insurance, 401(k) profit sharing or any other
payments, benefits or rights of any kind. 
Grantee waives any and all rights to compensation or damages as a result
of the termination of employment with the Company or its subsidiaries and the
administration of the Plan and this grant for any reason whatsoever insofar as
those rights result or may result from:


 


(i)            the loss or diminution in value of such rights under
the Plan, or


 


(ii)           Grantee ceasing to have any
rights under, or ceasing to be entitled to any rights under the Plan as a
result of such termination or administration.


 


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(b)           The Company has
the right, at any time to amend, suspend or terminate the Plan.  The Plan will not be deemed to constitute,
and will not be construed by Grantee to constitute, part of the terms and
conditions of employment, and that the Company will not incur any liability of
any kind to Grantee as a result of any change or amendment, or any
cancellation, of the Plan at any time.


 


(c)           The Grantee’s employment with the Company and its
Subsidiaries is not affected at all by any award and it is agreed by the
Grantee not to create an entitlement and will not be included in the Grantee’s
entitlement at common law for damages during any reasonable notice period.  Accordingly, the terms of the Grantee’s
employment with the Company and its Subsidiaries will be determined from time
to time by the Company or the Subsidiary employing the Grantee (as the case may
be), and the Company or the Subsidiary will have the right, which is hereby
expressly reserved, to terminate or change the terms of the employment of the
Grantee at any time for any reason whatsoever, with or without good cause or
notice, and to determine when Grantee is no longer providing ongoing service to
the Company for purposes of administering Grantee’s grant of RSUs, except as
may be expressly prohibited by the laws of the jurisdiction in which the
Grantee is employed.


 


(d)           The future value of the Shares is unknown and cannot
be predicted with certainty.


 


(e)           Choice of Language.


 


(i)            For Employees of Canadian Locations:  The undersigned agrees that it is his or her
express wish that this form and all documents relating to his or her
participation in the scheme be drawn in the English language only.  Le soussigné convient que sa
volonté expresse est que ce formulaire ainsi que tous les documents se
rapportant à sa participation au régime soient rédigés en langue anglaise
seulement.


 


(ii)           For Employees of Locations Other than
Canada:  Grantee has received this
Agreement and any other related communications and consents to having received
these documents solely in English.


 


15.           Binding
Agreement.  Subject to
the limitation on the transferability of this grant contained herein, this
Agreement will be binding upon and inure to the benefit of the heirs, legatees,
legal representatives, successors and assigns of the parties hereto.


 


16.           Additional
Conditions to Issuance of Stock.  If at any time the Company will determine, in
its discretion, that the listing, registration or qualification of the Shares
upon any securities exchange or under any state or federal law, or the consent
or approval of any governmental regulatory authority is necessary or desirable
as a condition to the issuance of Shares to the Grantee (or Grantee’s estate),
such issuance will not occur unless and until such listing, registration,
qualification, consent or approval will have been effected or obtained free of
any conditions not acceptable to the Company. 
The Company will make all reasonable efforts to meet the requirements of
any such state or federal law or securities exchange and to obtain any such
consent or approval of any such governmental authority.


 


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17.           Administrator
Authority.  The
Administrator has the power to interpret the Plan, the Notice of Grant and this
Agreement and to adopt such rules for the administration, interpretation and
application thereof as are consistent therewith and to interpret or revoke any
such rules (including, but not limited to, the determination of whether or not
any RSUs have vested).  Any dispute regarding the interpretation
of this Agreement will be submitted by Grantee or by the Company forthwith to
the Administrator which will review such dispute at its next regular
meeting.  All actions taken and all
interpretations and determinations made by the Administrator in good faith will
be final and binding upon Grantee, the Company and all other interested
persons.  No member of the Administrator
will be personally liable for any action, determination or interpretation made
in good faith with respect to the Plan, the Notice of Grant or this Agreement.


 


18.           Address for Notices. 
Any notice to be given to the Company under the terms of this Agreement
will be made in writing and deemed effective: (i) upon delivery when delivered
in person; or (iii) when delivered by registered or certified mail, postage
prepaid, return receipt requested, addressed to the Company at 1277 Orleans
Drive, Sunnyvale, CA 94089, Attn: Stock Administrator, or at such other
address as the Company may hereafter designate in writing or electronically.


 


19.           Captions.  Captions provided herein are for convenience
only and are not to serve as a basis for interpretation or construction of this
Agreement.


 


20.           Agreement Severable.  In the event that any provision in this
Agreement will be held invalid or unenforceable, such provision will be
severable from, and such invalidity or unenforceability will not be construed
to have any effect on, the remaining provisions of this Agreement.


 


21.           Modifications to the
Agreement.  This
Agreement constitutes the entire understanding of the parties on the subjects
covered.  Grantee expressly warrants that
he or she is not accepting this Agreement in reliance on any promises,
representations, or inducements other than those contained herein.  Modifications to this Agreement or the Plan
can be made only in an express written contract executed by a duly authorized
officer of the Company.  Notwithstanding
anything to the contrary in the Plan or this Agreement, the Company reserves
the right to revise this Agreement as it deems necessary or advisable, in its
sole discretion and without the consent of Grantee, to comply with Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”) or to otherwise
avoid imposition of any additional tax or income recognition under Section 409A
of the Code in connection to this award of RSUs.


 


22.           No Waiver.  Either party’s
failure to enforce any provision or provisions of this Agreement will not in
any way be construed as a waiver of any such provision or provisions, nor
prevent that party from thereafter enforcing each and every other provision of
this Agreement.  The rights granted both
parties herein are cumulative and will not constitute a waiver of either party’s
right to assert all other legal remedies available to it under the
circumstances.


 


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