CORPORATION SHALL HAVE THE RIGHT TO WITHHOLD FROM THE GRANTEE'S COMPENSATION AN
AMOUNT SUFFICIENT TO FULFILL ITS OR ITS AFFILIATE'S OBLIGATIONS FOR ANY
APPLICABLE WITHHOLDING AND EMPLOYMENT TAXES.
ALTERNATIVELY, THE CORPORATION MAY
REQUIRE THE GRANTEE TO PAY THE CORPORATION THE AMOUNT OF ANY TAXES WHICH THE
CORPORATION IS REQUIRED TO WITHHOLD WITH RESPECT TO THE SHARES, OR, IN LIEU
THEREOF, TO RETAIN OR SELL WITHOUT NOTICE A SUFFICIENT NUMBER OF SHARES TO COVER
THE AMOUNT REQUIRED TO BE WITHHELD.
THE CORPORATION SHALL WITHHOLD FROM ANY
CASH DIVIDENDS PAID ON THE RESTRICTED STOCK AN AMOUNT SUFFICIENT TO COVER TAXES
OWED AS A RESULT OF THE DIVIDEND PAYMENT.
THE CORPORATION'S METHOD OF
SATISFYING ITS WITHHOLDING OBLIGATIONS SHALL BE SOLELY IN THE DISCRETION OF THE
CORPORATION, SUBJECT TO APPLICABLE FEDERAL, STATE AND LOCAL LAWS.
11.
TAX CONSEQUENCES.
GRANTEE HAS REVIEWED WITH GRANTEE'S OWN TAX
ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THIS
INVESTMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
GRANTEE IS
RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF
CORPORATION OR ANY OF ITS AGENTS.
GRANTEE UNDERSTANDS THAT GRANTEE (AND NOT
CORPORATION) SHALL BE RESPONSIBLE FOR GRANTEE'S OWN TAX LIABILITY THAT MAY ARISE
AS A RESULT OF THIS INVESTMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
GRANTEE UNDERSTANDS THAT SECTION 83 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), TAXES (AS ORDINARY INCOME) THE FAIR MARKET VALUE
OF THE SHARES AS OF THE DATE ANY "RESTRICTIONS" ON THE SHARES LAPSE.
TO THE
EXTENT THAT A GRANT HEREUNDER IS NOT OTHERWISE AN EXEMPT TRANSACTION FOR
PURPOSES OF SECTION 16(B) OF THE SECURITIES AND EXCHANGE ACT OF 1934 (THE "1934
ACT"), WITH RESPECT TO OFFICERS, DIRECTORS AND 10% SHAREHOLDERS, A "RESTRICTION"
ON THE SHARES INCLUDES FOR THESE PURPOSES THE PERIOD AFTER THE GRANT OF THE
SHARES DURING WHICH SUCH OFFICERS, DIRECTORS AND 10% SHAREHOLDERS COULD BE
SUBJECT TO SUIT UNDER SECTION 16(B) OF THE 1934 ACT.
ALTERNATIVELY, GRANTEE
UNDERSTANDS THAT GRANTEE MAY ELECT TO BE TAXED AT THE TIME THE SHARES ARE
GRANTED RATHER THAN WHEN THE RESTRICTIONS ON THE SHARES LAPSE, OR THE SECTION
16(B) PERIOD EXPIRES, BY FILING AN ELECTION UNDER SECTION 83(B) OF THE CODE WITH
THE I.R.S. WITHIN 30 DAYS FROM THE DATE OF GRANT.
GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE'S SOLE RESPONSIBILITY AND NOT THE
CORPORATION'S TO FILE TIMELY THE ELECTION AVAILABLE TO GRANTEE UNDER SECTION
83(b) OF THE CODE, EVEN IF GRANTEE REQUESTS THAT THE CORPORATION OR ITS
REPRESENTATIVES MAKE THIS FILING ON GRANTEE'S BEHALF.
12.
AMENDMENT/CHOICE OF LAW.
THIS AGREEMENT CONSTITUTES THE ENTIRE
UNDERSTANDING BETWEEN THE CORPORATION AND THE GRANTEE WITH RESPECT TO THE
SUBJECT MATTER HEREOF AND NO AMENDMENT, SUPPLEMENT OR WAIVER OF THIS AGREEMENT,
IN WHOLE OR IN PART, SHALL BE BINDING UPON THE CORPORATION UNLESS IN WRITING AND
SIGNED BY THE APPROPRIATE OFFICER OF THE CORPORATION, AS DESIGNATED BY THE
COMMITTEE.
THIS AGREEMENT AND THE PERFORMANCES OF THE PARTIES HEREUNDER SHALL
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE