exv10w78






Exhibit 10.78




LIFE TECHNOLOGIES CORPORATION

NOTICE OF GRANT OF RESTRICTED STOCK UNITS




     [Participant Name] (the “Participant”) has been granted an award (the “Award”) pursuant
to the Life Technologies Corporation 2009 Equity Incentive Plan (the “Plan”) consisting of one or
more rights (each such right being hereinafter referred to as a “Restricted Stock Unit”) to receive
in settlement of each such right one (1) share of Stock of Life Technologies Corporation, as
follows:



	 	 	 

	Date of Grant:

	 	[Grant Date]
	 
	 	 
	Number of Restricted Stock Units:

	 	[Number of Shares Granted],
	 
	 	 
	Vesting Date:

	 	The date which is described below;
provided, however, that if the NASDAQ
is not opened on such date, then the
Vesting Date shall be next day the
NASDAQ is open.
	 
	 	 
	Vesting:

	 	The number of Vested Restricted Stock
Units shall be determined as follows,
provided the Participant’s Service has
not terminated prior to such date:






	 	 	 	 	 
	Anniversary of Date of Grant	 	Vested Percentage (Cumulative)
	1st
	 	 	25	%
	2nd
	 	 	50	%
	3rd
	 	 	75	%
	4th
	 	 	100	%






     By electronically accepting this document, the Company and the Participant agree that the
Award is governed by this Notice, the provisions of the Plan, and the Restricted Stock Units
Agreement attached to and made a part of this document, including any applicable Addendum or
Supplement thereto. The Participant acknowledges receipt of copies of the Plan and Restricted Stock
Unit Agreement, represents that the Participant has read and is familiar with its provisions, and
hereby accepts the Award subject to all of its terms and conditions.



	 	 	 	 	 	 	 

	ATTACHMENTS:

	 	 	1.	 	 	Life Technologies Corporation 2009 Equity Incentive Plan, as amended to the
Date of Grant
	 
	 	 	 	 	 	 
	 

	 	 	2.	 	 	Restricted Stock Units Agreement (U.S.)






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LIFE TECHNOLOGIES CORPORATION




RESTRICTED STOCK UNITS AGREEMENT

(U.S.)



     Life Technologies Corporation has granted to the individual (the “Participant”) named in the
Notice of Grant of Restricted Stock Units (the “Notice”) to which this Restricted Stock Units
Agreement (the “Agreement”) is attached an award of Restricted Stock Units (the “Award”) upon the
terms and conditions set forth in the Notice and this Agreement. The Award has been granted
pursuant to and shall in all respects be subject to the terms and conditions of the Life
Technologies Corporation 2009 Equity Incentive Plan (the “Plan”), as amended to the Vesting Date.
By accepting the Notice, the Participant: (i) represents that the Participant has read and is
familiar with the terms and conditions of the Notice, the Plan and this Agreement, (i) accepts the
Award subject to all of the terms and conditions of the Notice, the Plan and this Agreement, (iii)
agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee
upon any questions arising under the Notice, the Plan or this Agreement, and (iv) acknowledges
receipt of a copy of the Notice, the Plan and this Agreement.



     1. Definitions and Construction.



          1.1 Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings
assigned to such terms in the Notice or the Plan. Whenever used herein, the following terms shall
have their respective meanings set forth below:




               (a) “Cause” shall mean, for purposes of this Agreement, any termination of employment by the
Company due to misconduct or unsatisfactory performance for any of the following reasons: (i)
commission of a crime against the Company, its affiliates, customers or employees, whether
prosecuted or not; (ii) commission of any other crime or violation of law, statute or regulation
that creates an inability to perform job duties; (iii) failure or inability to perform job duties
due to intoxication by drugs or alcohol during working hours; (iv) conflict of interest, not
specifically waived in advance by the Company; (v) unauthorized release of confidential information
that belongs to the Company, its affiliates, customers or employees; (vi) habitual neglect of
duties; (vii) unsatisfactory performance of job duties or insubordination (including but not
limited to refusal to comply with established policies or procedures or failure to follow
instructions of a supervisor); (viii) other misconduct including, but not limited to: falsification
of the Company’s records, including timekeeping records and the employee’s application for
employment; nonadherence to the Company’s policies, unlawful discrimination or harassment of
another employee, customer or supplier; theft; unauthorized use or possession of property belonging
to the Company, a co-worker or customer; possession of firearms, controlled substances or illegal
drugs on the Company’s premises or while performing the Company’s business; and any other conduct
interfering with work performance or constituting an unsafe, unethical or unlawful practice.



               (b) “Company” means Life Technologies Corporation and each subsidiary or affiliate that is
classified as a Participating Company under the Plan’s terms. Notwithstanding the preceding, with
respect to administrative matters the term “Company” shall solely refer to Life Technologies
Corporation.



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               (c) “Date of Grant” means the effective date shown in the Notice.



               (d) “Disability” means, for purposes of this Agreement, a condition of the Participant whereby
he or she either: (i) is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to result in death or
can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by
reason of any medically determinable physical or mental impairment which be expected to result in
death or can be expected to last for a continuous period of not less than twelve (12) months,
receiving income replacement benefits for a period of not less than three (3) months under a long
term disability income plan, if any, covering employees of the Company. Any determination of
Disability under this Agreement shall be made by the Company’s Benefits Administration Committee.



               (e) “Retirement” means, for purposes of this Agreement, that a Participant satisfies the
following criteria on his or her termination date: (i) the Participant’s Service terminated for any
reason other than Cause, (ii) as of the date the Participant’s Service terminated, the Participant
is credited with at least ten (10) Years of Service, and (iii) as of the date the Participant’s
Service terminated, the Participant was age sixty (60) or older. For purposes of this Agreement, a
individual’s termination of Service will not qualify as “Retirement” unless it also is treated as a
“separation from service” as defined in Section 409A of the Code.



               (f) “Years of Service” means a Participant’s period of continuous service with the Company
since his or her date of hire or, if applicable, most recent date of rehire. A Participant will
receive credit for a Year of Service if he or she is employed on the anniversary date of his or her
date of hire or, if applicable, most recent date of rehire. A Participant’s Years of Service will
include any period of Service for which credit was granted for employment with a prior employer
that merged with, or was acquired by, the Company. Any period of service that is less than a full
365-day period shall be disregarded for purposes of this Agreement. If a Participant’s Service
with the Company is terminated for any reason other than Cause and then the Participant is rehired
by the Company, the Participant will receive credit for periods of Service occurring prior to his
or her rehire date only to the extent he or she is credited with past service credit for benefits
purposes under the Company’s standard policies as documented and reported in the Company’s human
resources information system.



          1.2 Construction. Captions and titles contained herein are for convenience only and shall not
affect the meaning or interpretation of any provision of this Agreement. Except when otherwise
indicated by the context, the singular shall include the plural and the plural shall include the
singular. Use of the term “or” is not intended to be exclusive, unless the context clearly
requires otherwise.




     2. Administration. All questions of interpretation concerning this Agreement shall be
determined by the Committee. All determinations by the Committee shall be final and binding upon
all persons having an interest in the Award. Any officer of the Company shall have the authority
to act on behalf of the Company with respect to any matter, right, obligation, or election which is
the responsibility of or which is allocated to the Company herein, provided the officer has
apparent authority with respect to such matter, right, obligation, or election. As a condition to
receipt of the Award, all persons having an interest in the Award agree and



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understand that (i) if any error occurs with respect to the establishment, creation and/or
administration of the Award, the Award shall be interpreted in light of the Committee’s original
intent as determined in the sole discretion of the Committee or the appropriate officer of the
Company and (ii) the Committee and/or appropriate officer of the Company shall have the authority
to amend the Award, without the consent of the Participant, to reflect the original intent of the
Committee with respect to the grant and terms of the Award.




     3. Settlement of the Award.



          3.1 No Additional Payment Required. The Participant shall not be required to make any
additional monetary payment (other than applicable tax withholding, if any) upon settlement of the
Award. Payment of the aggregate purchase price of the shares of Stock for which the Award is being
settled shall be made in the form of past services rendered by the Participant to the Company or
for its benefit which the Committee, by resolution, determines to have a value not less than the
aggregate purchase price of such shares of Stock.




          3.2 Issuance of Shares of Stock. Subject to the provisions of Section 3.5 below, the Company
shall issue to the Participant, on a date (the “Settlement Date”) within thirty (30) days following
the Vesting Date (as defined in the Notice) a number of whole shares of Stock equal to the vested
Number of Restricted Stock Units (as defined in the Notice), rounded down to the nearest whole
number. Such shares of Stock shall not be subject to any restriction on transfer other than any
such restriction as may be required pursuant to Section 3.5. On the Settlement Date, the Company
shall pay to the Participant cash in lieu of any fractional share of Stock represented by a
fractional Restricted Stock Unit subject to this Award in an amount equal to the Fair Market Value
on the Vesting Date of such fractional share of Stock.




          3.3 Tax Withholding. At the time the Award is granted, or at any time thereafter as requested
by the Company, the Participant hereby authorizes withholding from payroll and any other amounts
payable to the Participant, and otherwise agrees to make adequate provision for, any sums required
to satisfy the federal, state, local and foreign tax withholding obligations of the Company, if
any, which arise in connection with the Award or the issuance of shares of Stock in settlement
thereof. The Company shall have no obligation to deliver shares of Stock until the tax withholding
obligations of the Company have been satisfied by the Participant.




          3.4 Certificate Registration. The certificate for the shares as to which the Award is settled
shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of
the Participant.




          3.5 Restrictions on Grant of the Award and Issuance of Shares. The grant of the Award and
issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all
applicable requirements of federal, state or foreign law with respect to such securities. No
shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation
of any applicable federal, state or foreign securities laws or other law or regulations or the
requirements of any stock exchange or market system upon which the Stock may then be listed. The
inability of the Company to obtain from any regulatory body having jurisdiction the authority, if
any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any
shares subject to the Award shall relieve the Company of any






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liability in respect of the failure to issue or sell such shares as to which such requisite
authority shall not have been obtained. As a condition to the settlement of the Award, the Company
may require the Participant to satisfy any qualifications that may be necessary or appropriate, to
evidence compliance with any applicable law or regulation and to make any representation or
warranty with respect thereto as may be requested by the Company.




          3.6 Fractional Shares. The Company shall not be required to issue fractional shares upon the
settlement of the Award.




          3.7 Leaves of Absence. If the Participant takes an approved leave of absence from active
Service with the Company, or takes a leave of absence to which the Participant is legally entitled
regardless of such approval, the following provisions will apply:




               (a) Vesting During Leave. The Award will not vest during a leave of absence other than an
approved employee medical, FMLA or military leave. In the event that the Participant returns from
an approved leave of absence and performs services for the Company for a period of at least thirty
(30) days, then the Participant shall be treated as if the period of leave had been a period of
continuous service with the Company and the Award shall become vested at the end of such thirty
(30) days of Service.



               (b) Effect of Termination During Leave. If the Participant’s Service with the Company is
terminated during an approved leave of absence, then the Award will expire in accordance Section 5
below.



     4. Nontransferability of the Award. Prior the Settlement Date, neither this Award nor
any Restricted Stock Unit subject to this Award shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the
Participant or the Participant’s beneficiary, except by will or by the laws of descent and
distribution.



     5. Effect of Termination of Service.



          5.1 Disability. If the Participant’s Service terminates because of the Disability of the
Participant, the Award, to the extent unvested on the date on which the Participant’s Service
terminated, shall be fully accelerated and the shares of Stock subject to such fully vested Award
shall be settled pursuant to the provisions of this Agreement.




          5.2 Death. If the Participant’s Service terminates because of the death of the Participant,
the Award, to the extent unvested on the date on which the Participant’s Service terminated, shall
be fully accelerated and shares of Stock subject to such fully vested Award shall be settled
pursuant to this Agreement by the issuance of shares of Stock to the Participant’s legal
representative or other person who acquired the right to such shares of Stock by reason of the
Participant’s death.




          5.3 Retirement Provisions. If the Participant’s Service terminates because of the
Participant’s Retirement, then this Award shall become 100% vested and settled in accordance with
Section 3 above as of the date of such termination and the Participant shall receive such payment
from the Company within thirty (30) days following that date.






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Notwithstanding any provision of this Agreement or the Plan, for any Participant to whom this
Section 5.3 applies on the Date of Grant, or may apply prior to the Vesting Date, if a “Change in
Control,” occurs, then the Participant shall not receive an accelerated payment under Section 3
unless such Change in Control is determined by the Company to qualify as a change in control event
under Section 409A(a)(2)(A)(v) of the Code. If such event does not so qualify, then (I) the
Participant shall be 100% vested in the Award, (II) the value of the Shares shall be fixed as of
the date the Change in Control, and (III) payment of such amount shall be made to the Participant
on the earliest of (i) the Vesting Date, or (ii) the date the Participant “separates from service”
as defined in Section 409A of the Code.




          5.4 Other Termination of Service. If the Participant’s Service terminates for any reason,
except Disability, death, or Retirement, the Award, to the extent unvested on the date on which the
Participant’s Service terminated, shall terminate and any unvested shares of Stock subject to the
Award shall be forfeited on the effective date of such termination of Service.




     6. Return of Share Value. Notwithstanding any other provision of this Agreement, if
at any time during the provision of Participant’s Service to Company or within six (6) months after
voluntary or involuntary termination of the Participant’s Service for any reason, the Participant,
in the sole judgment of the Company, other than as an employee or a consultant for the Company in
the execution of Participant’s employment duties or provision of consulting services, as the case
may be, engages in any of the “Prohibited Activities” listed below, then, to the greatest extent
permitted by applicable law: (i) to the extent this Award has not yet become vested, it shall
immediately be cancelled; (ii) any Shares issued upon vesting of this Award during the time period
that is six (6) months prior to and six (6) months after the date of termination of Service that
have not yet been sold by Participant shall be returned to the Company; and (iii) if the
Participant has sold any Shares issued upon vesting of the Award during the time period that is six
(6) months prior to and six (6) months after the date of termination of Service, the Participant
shall return to the Company, in the form of a cash payment, the value of such Shares on their
vesting date, without regard to any subsequent market price decrease or increase, shall be paid by
such individual to the Company.



          6.1 “Prohibited Activities” for purposes of this Section 6, are defined as follows:




               (a) Directly or indirectly, through an affiliated or controlled entity or person, on
Participant’s own behalf or as a partner, consultant, proprietor, principal, agent, creditor,
security holder, trustee or otherwise in any other capacity (except by ownership of one percent
(1%) or less of the outstanding stock of any publicly held corporation) engaging in the following:
owning, managing, operating, financing, controlling, investing, participating or engaging in,
lending Participant’s name or credit to, rendering services or advice to, or devoting any material
endeavor or effort to any business that develops, manufactures, distributes, markets, sales or
provides any products or services which are competitive with or similar to the products or services
developed (including products or services under development or the subject of planning for possible
development), manufactured, distributed, marketed, sold or otherwise provided by Company during
Participant’s Service, including but not limited to the “Competitor List” below;



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               (b) Directly or indirectly soliciting or otherwise inducing any employee to end his/her
employment with Company;



               (c) Disclosing or misusing any confidential, proprietary or material information concerning
the Company;



               (d) Directly or indirectly soliciting Company customers (including prospective customers) that
Participant had contact with or access to confidential or proprietary information about during
Participant’s Service or otherwise inducing such customers to reduce or terminate their business
relationship with Company; or



               (e) Engaging in research and development efforts (including customer assessment, observation
and collaboration activities) such as testing, design, development, and process analysis related to
or similar to efforts Participant engaged in or had access to confidential or proprietary
information about during Participant’s Service to Company.



          6.2 For purposes of this Section 6, the “Competitor List” includes, but is not limited to, the
following entities: Qiagen, Agilent Technologies, Inc., Allergan, Inc., C. R. Bard, Inc., Biogen
Idec, Inc., Cephalon, Inc., DENTSPLY International, Inc., Forest Laboratories, Inc., Genzyme
Corporation, Hologic, Inc., Hospira, Inc., Quest Diagnostics, Inc., St. Jude Medical, Inc., Varian
Medical Systems, Inc., Thermo Fisher Scientific, Inc., Becton, Dickinson and Company, Beckman
Coulter, Inc., General Electric Company, Takara Holdings, Inc. (including Clontech Laboratories,
and Takara Bio, Inc.), VWR International, LLC, Active Motif, Sigma-Aldrich Corporation, Waters
Corporation, Bio-Rad Laboratories, Inc., Charles River Laboratories International, Inc., Millipore
Corporation, Illumina, Inc., PerkinElmer, Inc., Pacific Biosciences, Danaher Corporation, Roche,
Qiagen N.V., Helicos BioSciences, as well as any entity that is a successor to, acquires a majority
of the assets of, or merges in whole or in part with any of the foregoing entities.




          6.3 Participant acknowledges and agrees that (i) this Section 6 is necessary for the proper
protection of the Company’s legitimate business interests, including protection of its trade
secrets and confidential and proprietary information, as well as its customer and strategic
relationships and good will, (ii) during the provision of Participant’s Service to Company,
Participant has and/or will be personally entrusted with and exposed to such confidential and
proprietary information and may also be exposed to Company’s customer and strategic relationships,
(iii) Participant’s services are special and unique; (iv) Company has and will continue to be
engaged in the highly competitive life sciences and biotechnology industry and the trade secrets,
confidential and proprietary information, including its technologies, services and other
developments are likely to be of great value to competitors; (v) Company operates in a world wide
market and its business and customers are not geographically distinct, therefore, it is appropriate
that this provision applies to Prohibited Activities anywhere in the world; (vi) Company will
suffer great loss and irreparable harm if Participant were to engage in the Prohibited Activities;
and (vii) the Prohibited Activities, including with respect to time, geographic area, and scope of
activity are limited and reasonable and do not impose a greater restraint than is necessary to
protect the goodwill and business interests of Company and allow Participant an adequate number and
variety of employment alternatives, based on Participant’s varied skills and abilities.







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          6.4 In the event a court of competent jurisdiction determines that the geographic area,
duration, or scope of activity of any restriction under this Section 6 are more extensive than is
necessary to protect the legitimate business interests of Company or otherwise unenforceable, the
restrictions under this Section 6 and its subparagraphs shall be reformed and modified to the
extent required to render them valid and enforceable. Notwithstanding Section 12.7 of this
Agreement, this Section 6 may be in addition to and does not limit the effect of other agreements
or understandings between Participant and Company with respects to matters addressed in it,
including with respect to prohibitions against solicitation and the protection of Company’s trade
secrets and confidential information.




     7. Change in Control. The Company and the Participant hereby agree that Section 13 of
the Plan shall apply in the event a Change in Control; provided, however, if the surviving,
continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be
(the “Acquiring Corporation”), assumes this Award in connection with a Change in Control, if the
Participant’s Service with the Company or the Acquiring Corporation, as applicable, is terminated
without Cause, then this Award shall become 100% vested and settled in accordance with Section 3
above on the Participant’s termination date.



     8. Adjustments for Changes in Capital Structure. Subject to any required action by
the stockholders of the Company, in the event of any change in the Stock effected without receipt
of consideration by the Company, whether through merger, consolidation, reorganization,
reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock
split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change
in the capital structure of the Company, or in the event of payment of a dividend or distribution
to the stockholders of the Company in a form other than Stock (excepting normal cash dividends)
that has a material effect on the Fair Market Value of shares of Stock, appropriate and
proportionate adjustments shall be made in the number and class of shares subject to the Award, in
order to prevent dilution or enlargement of the Participant’s rights under the Award. For purposes
of the foregoing, conversion of any convertible securities of the Company shall not be treated as
“effected without receipt of consideration by the Company.” Any fractional share resulting from an
adjustment pursuant to this Section 8 shall be rounded down to the nearest whole number. Such
adjustments shall be determined by the Committee, and its determination shall be final, binding and
conclusive.



     9. Rights as a Stockholder, Director, Employee or Consultant. The Participant shall
have no rights as a stockholder with respect to any shares which may be issued in settlement of
this Award until the date of the issuance of a certificate for such shares (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company). No adjustment shall be made for dividends, distributions or other rights for which the
record date is prior to the date such certificate is issued, except as provided in Section 7. If
the Participant is an Employee, the Participant understands and acknowledges that, except as
otherwise provided in a separate, written employment agreement between a Participating Company and
the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing
in this Agreement shall confer upon the Participant any right to continue in the Service of the
Company or a Participating Company or interfere in any way with any right of the Participating
Company Group to terminate the Participant’s Service as a Director, an Employee or a Consultant, as
the case may be, at any time.



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     10. Legends. The Company may at any time place legends referencing any applicable
federal, state or foreign securities law restrictions on all certificates representing shares of
stock issued pursuant to this Agreement. The Participant shall, at the request of the Company,
promptly present to the Company any and all certificates representing shares acquired pursuant to
this Award in the possession of the Participant in order to carry out the provisions of this
Section.



     11. Applicable Law; Mandatory Forum; Consent to Personal Jurisdiction.



          11.1 Applicable Law. This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Delaware.




          11.2 Mandatory Forum for Litigation. The parties irrevocably agree that any and all
controversies or disputes involving, relating to, or arising out of, or under, this Agreement,
including but not limited to its construction, interpretation or enforcement, shall exclusively be
litigated in the state courts of the State of Delaware.




          11.3 Consent to Personal Jurisdiction and Waiver. Participant acknowledges that by entering
into this Agreement and upon acceptance of any Shares issued by the Company hereunder, Participant
is entering into a contract in the State of Delaware and is transacting business in the State of
Delaware. Participant irrevocably and unconditionally consents to the personal jurisdiction of the
state courts of Delaware with regard to any and all controversies or disputes involving, relating
to, or arising out of, or under, this Agreement. Participant further irrevocably and
unconditionally waives any defense or objection of lack of personal jurisdiction over Participant
by the state courts of the State of Delaware.




     12. Miscellaneous Provisions.



          12.1 Further Instruments. The parties hereto agree to execute such further instruments and to
take such further action as may reasonably be necessary to carry out the intent of this Agreement.




          12.2 Binding Effect. Subject to the restrictions on transfer set forth herein, this Agreement
shall inure to the benefit of and be binding upon the parties hereto and their respective heirs,
executors, administrators, successors and assigns.




          12.3 Termination or Amendment. The Committee may terminate or amend the Plan or the Award at
any time; provided, however, that except as provided in Section 6 in connection with a Change in
Control, no such termination or amendment may adversely affect the Award without the consent of the
Participant unless such termination or amendment is necessary to comply with any applicable law or
government regulation. No amendment or addition to this Agreement shall be effective unless in
writing.




          12.4 Vesting Acceleration. The Committee, in its discretion, may accelerate the vesting of
the balance, or some lesser portion of the balance, of the Award at any time, subject to the terms
of the Plan. If so accelerated, such Award will be considered as having vested as of the date
specified by the Committee and shall be settled through the issuance of shares on the applicable
Settlement Date.







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          12.5 Section 409A. Notwithstanding anything in the Plan or this Agreement to the contrary and
to the extent the Award is subject to taxation in the United States, if the vesting of the balance,
or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection
with Participant’s termination of Service (provided that such termination is a “separation from
service” within the meaning of Section 409A of the Code, as determined by the Company) pursuant to
Section 5 of this Agreement and if (x) Participant is a “specified employee” within the meaning of
Section 409A of the Code at the time of such termination of Service and (y) the payment of such
accelerated Restricted Stock Units will result in the imposition of additional tax under Section
409A of the Code if paid to Participant on or within the six (6) month period following
Participant’s termination of Service, then the payment of such accelerated Restricted Stock Units
will not be made until the date six (6) months and one (1) day following the date of Participant’s
termination of Service. It is the intent of this Agreement to comply with the requirements of
Section 409A of the Code so that none of the Restricted Stock Units provided under this Agreement
or shares of Stock issuable thereunder will be subject to the additional tax imposed under Section
409A of the Code, and any ambiguities herein will be interpreted to so comply.




          12.6 Notices. Any notice required or permitted hereunder shall be given in writing and shall
be deemed effectively given (except to the extent that this Agreement provides for effectiveness
only upon actual receipt of such notice) upon personal delivery, upon deposit in the United States
Post Office, by registered or certified mail, or with an overnight courier service with postage and
fees prepaid, addressed to the other party at the address shown below that party’s signature or at
such other address as such party may designate in writing from time to time to the other party.




          12.7 Integrated Agreement. The Notice and this Agreement constitute the entire understanding
and agreement of the Participant and the Company with respect to the subject matter contained
herein or therein and supersedes any prior agreements, understandings, restrictions,
representations, or warranties among the Participant and the Company with respect to such subject
matter other than those as set forth or provided for herein or therein. To the extent contemplated
herein or therein, the provisions of the Notice and the Agreement shall survive any settlement of
the Award and shall remain in full force and effect.




          12.8 Counterparts. The Notice may be executed in counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.




          12.9 Electronic Delivery. The Company may, in its sole discretion, decide to deliver any
documents related to the Award or future awards granted under the Plan by electronic means or
request the Participant’s consent to participate in the Plan by electronic means. By accepting
this Award, the Participant hereby consents and agrees to receive such documents by electronic
delivery and agrees to participate in the Plan through an on-line or electronic system established
and maintained by the Company or another third party designated by the Company.




          12.10 Severability. If any one or more of the provisions (or any part thereof) of the Plan or
this Agreement issued hereunder, shall be held to be invalid, illegal or unenforceable in any
respect, such provision shall be modified so as to make it valid, legal and enforceable, and






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the validity, legality and enforceability of the remaining provisions (or any part thereof) of
the Plan or this Agreement shall not in any way be affected or impaired thereby. The Company may,
without the consent of any Participant, and in a manner determined necessary solely in the
discretion of the Company, amend the Plan and this Agreement as the Company deems necessary to
ensure the Plan and all Awards remain valid, legal or enforceable in all respects.





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