ACT, SUCH
WITHHOLDING TAX LIABILITY SHALL BE SATISFIED BY THE COMPANY WITHHOLDING SUCH
NUMBER OF SHARES FROM THE SHARES YOU WOULD BE ENTITLED TO RECEIVE UPON
SETTLEMENT OF THE RSUS, WITHOUT ANY ELECTION ON YOUR PART.
(B)
CONSENTS; COMPLIANCE WITH LAW.
YOUR RIGHTS IN RESPECT OF THE RSUS ARE
CONDITIONED ON THE RECEIPT TO THE FULL SATISFACTION OF THE COMMITTEE OF ANY
REQUIRED CONSENTS THAT THE COMMITTEE MAY DETERMINE TO BE NECESSARY OR ADVISABLE
(INCLUDING YOUR CONSENTING TO THE COMPANY'S SUPPLYING TO ANY THIRD-PARTY
RECORD-KEEPER OF THE PLAN SUCH PERSONAL INFORMATION AS THE COMMITTEE DEEMS
ADVISABLE TO ADMINISTER THE PLAN) AND, IN ACCORDANCE WITH SECTION 9(L) OF THE
PLAN, SUBJECT TO THE COMMITTEE'S DETERMINATION THAT THE ISSUANCE OF SHARES
PURSUANT TO THIS AWARD AGREEMENT IS COMPLIANT WITH APPLICABLE LAW.
(C)
LEGENDS.
THE COMPANY MAY AFFIX TO CERTIFICATES FOR SHARES ISSUED PURSUANT
TO THIS AWARD AGREEMENT ANY LEGEND THAT THE COMMITTEE DETERMINES TO BE NECESSARY
OR ADVISABLE (INCLUDING TO REFLECT ANY RESTRICTIONS TO WHICH YOU MAY BE SUBJECT
UNDER ANY APPLICABLE SECURITIES LAWS).
THE COMPANY MAY ADVISE THE TRANSFER
AGENT TO PLACE A STOP ORDER AGAINST ANY LEGENDED SHARES.
SECTION 8.
SUCCESSORS AND ASSIGNS OF THE COMPANY.
THE TERMS AND CONDITIONS OF
THIS AWARD AGREEMENT SHALL BE BINDING UPON AND SHALL INURE TO THE BENEFIT OF THE
COMPANY AND ITS SUCCESSORS AND ASSIGNS.
SECTION 9.
COMMITTEE DISCRETION.
SUBJECT TO THE TERMS OF THIS AWARD AGREEMENT
AND YOUR EMPLOYMENT AGREEMENT, THE COMMITTEE SHALL HAVE DISCRETION WITH RESPECT
TO ANY ACTIONS TO BE TAKEN OR DETERMINATIONS TO BE MADE IN CONNECTION WITH THIS
AWARD AGREEMENT, AND ITS DETERMINATIONS SHALL BE FINAL, BINDING AND CONCLUSIVE.
SECTION 10.
DISPUTE RESOLUTION.
(A)
JURISDICTION AND VENUE.
NOTWITHSTANDING
ANY PROVISION IN YOUR EMPLOYMENT AGREEMENT, YOU AND THE COMPANY HEREBY
IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF (I) THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS AND (II) THE COURTS OF THE
STATE OF TEXAS FOR THE PURPOSES OF ANY ACTION, SUIT OR OTHER PROCEEDING ARISING
OUT OF THIS AWARD AGREEMENT OR THE PLAN.
YOU AND THE COMPANY AGREE TO COMMENCE
ANY SUCH ACTION, SUIT OR OTHER PROCEEDING EITHER IN THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT OF TEXAS OR, IF SUCH ACTION, SUIT OR OTHER
PROCEEDING MAY NOT BE BROUGHT IN SUCH COURT FOR JURISDICTIONAL REASONS, IN THE
COURTS OF THE STATE OF TEXAS.
YOU AND THE COMPANY FURTHER AGREE THAT SERVICE OF
ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO THE
APPLICABLE ADDRESS SET FORTH IN SECTION 11 OF THIS AWARD AGREEMENT SHALL BE
EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR OTHER PROCEEDING IN TEXAS
WITH RESPECT TO ANY
5
MATTERS TO WHICH YOU HAVE SUBMITTED TO JURISDICTION IN THIS SECTION 10(A).
YOU
AND THE COMPANY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE
LAYING OF VENUE OF ANY ACTION, SUIT OR OTHER PROCEEDING ARISING OUT OF THIS
AWARD AGREEMENT OR THE PLAN IN (A) THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF TEXAS