(ii) has purchased on the open
market.
12.
NOTICES.
ANY COMMUNICATION OR NOTICE
REQUIRED OR PERMITTED TO BE GIVEN HEREUNDER SHALL BE IN WRITING, AND, IF TO THE
COMPANY, TO ITS PRINCIPAL PLACE OF BUSINESS, ATTENTION: SECRETARY, AND, IF TO
THE GRANTEE, TO THE ADDRESS AS APPEARING ON THE RECORDS OF THE COMPANY. SUCH
COMMUNICATION OR NOTICE SHALL BE DEEMED GIVEN IF AND WHEN (A) PROPERLY ADDRESSED
AND POSTED BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, OR (B) DELIVERED BY
HAND.
13.
INCORPORATION OF PLAN BY REFERENCE.
THE
DEFERRED STOCK AND RESTRICTED SHARES ARE GRANTED PURSUANT TO THE TERMS OF THE
PLAN, THE TERMS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE, AND THIS
AGREEMENT SHALL IN ALL RESPECTS BE INTERPRETED IN ACCORDANCE WITH THE TERMS OF
THE PLAN.
CAPITALIZED TERMS APPEARING HEREIN THAT ARE NOT OTHERWISE DEFINED
SHALL HAVE THE RESPECTIVE MEANINGS ASCRIBED THERETO IN THE PLAN.
THE BOARD OR
THE COMMITTEE, WHICHEVER SHALL THEN HAVE AUTHORITY TO ADMINISTER THE PLAN, SHALL
INTERPRET AND CONSTRUE THE PLAN AND THIS AGREEMENT, AND THEIR INTERPRETATIONS
AND DETERMINATIONS SHALL BE CONCLUSIVE AND BINDING UPON THE PARTIES HERETO AND
ANY OTHER PERSON CLAIMING AN INTEREST HEREUNDER, WITH RESPECT TO ANY ISSUE
ARISING HEREUNDER OR THEREUNDER.
14.
GOVERNING LAW.
THE VALIDITY, CONSTRUCTION
AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND DETERMINED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
above written.
INSIGHT COMMUNICATIONS COMPANY, INC.
By:
GRANTEE:
[Name of Grantee]
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