SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER
DISPOSITION COMPLIES WITH THE PROVISIONS OF THIS AGREEMENT AND THE MANAGEMENT
STOCKHOLDER'S AGREEMENT.
7.
SECURITIES LAWS.
THE COMPANY MAY REQUIRE THE GRANTEE TO MAKE OR ENTER
INTO SUCH WRITTEN REPRESENTATIONS, WARRANTIES AND AGREEMENTS AS THE COMMITTEE
MAY REASONABLY REQUEST IN ORDER TO COMPLY WITH APPLICABLE SECURITIES LAWS OR
WITH THIS AGREEMENT.
THE GRANTING
2
OF THE RESTRICTED STOCK HEREUNDER SHALL BE SUBJECT TO ALL APPLICABLE LAWS,
RULES AND REGULATIONS AND TO SUCH APPROVALS OF ANY GOVERNMENTAL AGENCIES AS MAY
BE REQUIRED.
8.
GRANTEE'S CONTINUED EMPLOYMENT WITH THE COMPANY.
NOTHING CONTAINED IN
THIS AGREEMENT OR IN ANY OTHER AGREEMENT ENTERED INTO BY THE COMPANY AND THE
GRANTEE GUARANTEES THAT THE GRANTEE WILL CONTINUE TO BE EMPLOYED BY THE COMPANY
OR ANY OF ITS SUBSIDIARIES FOR ANY SPECIFIED PERIOD OF TIME.
9.
CHANGE IN CAPITALIZATION.
IF THE COMPANY SHALL BE REORGANIZED,
RECAPITALIZED OR RESTRUCTURED, CONSOLIDATED OR MERGED WITH ANOTHER CORPORATION,
OR OTHERWISE UNDERGO A SIGNIFICANT CORPORATE EVENT, (A) THE RESTRICTED STOCK MAY
BE ADJUSTED AND (B) ANY STOCK, SECURITIES OR OTHER PROPERTY EXCHANGEABLE FOR
COMMON STOCK PURSUANT TO SUCH REORGANIZATION, RECAPITALIZATION, RESTRUCTURING,
CONSOLIDATION, MERGER OR OTHER CORPORATE EVENT, SHALL BE DEPOSITED WITH THE
COMPANY AND SHALL BECOME SUBJECT TO THE RESTRICTIONS AND CONDITIONS OF THIS
AGREEMENT TO THE SAME EXTENT AS IF IT HAD BEEN THE ORIGINAL PROPERTY GRANTED
HEREBY, ALL PURSUANT TO SECTIONS 8 AND 9 OF THE PLAN.
10.
PAYMENT OF TAXES.
THE GRANTEE SHALL HAVE FULL RESPONSIBILITY, AND THE
COMPANY SHALL HAVE NO RESPONSIBILITY, FOR SATISFYING ANY LIABILITY FOR ANY
FEDERAL, STATE OR LOCAL INCOME OR OTHER TAXES REQUIRED BY LAW TO BE PAID WITH
RESPECT TO SUCH RESTRICTED STOCK; PROVIDED, HOWEVER, THE GRANTEE SHALL BE
PERMITTED TO SATISFY THE MINIMUM WITHHOLDING TAX OBLIGATION WITH RESPECT TO SUCH
RESTRICTED STOCK BY SELLING THE NUMBER OF SHARES HAVING AN EQUIVALENT FAIR
MARKET VALUE (AS DEFINED UNDER THE PLAN) TO THE PAYMENT REQUIRED TO SATISFY THE
TAX OBLIGATION, AND TO THE EXTENT APPLICABLE, THE COMPANY SHALL AGREE TO WAIVE
ANY RESTRICTIONS ON THE TRANSFER OF SUCH SHARES FOR THIS PURPOSE.
11.
LIMITATION ON OBLIGATIONS.
THE COMPANY'S OBLIGATION WITH RESPECT TO THE
RESTRICTED STOCK GRANTED HEREUNDER IS LIMITED SOLELY TO THE DELIVERY TO THE
GRANTEE OF SHARES OF COMMON STOCK ON THE DATE WHEN SUCH SHARES ARE DUE TO BE
DELIVERED HEREUNDER, AND IN NO WAY SHALL THE COMPANY BECOME OBLIGATED TO PAY
CASH IN RESPECT OF SUCH OBLIGATION.
THIS RESTRICTED STOCK AWARD SHALL NOT BE
SECURED BY ANY SPECIFIC ASSETS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, NOR
SHALL ANY ASSETS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES BE DESIGNATED AS
ATTRIBUTABLE OR ALLOCATED TO THE SATISFACTION OF THE COMPANY'S OBLIGATIONS UNDER
THIS AGREEMENT.
IN ADDITION, THE COMPANY SHALL NOT BE LIABLE TO THE GRANTEE FOR
DAMAGES RELATING TO ANY DELAYS IN ISSUING THE SHARE CERTIFICATES TO HIM (OR HIS
DESIGNATED ENTITIES), ANY LOSS OF THE CERTIFICATES, OR ANY MISTAKES OR ERRORS IN
THE ISSUANCE OF THE CERTIFICATES OR IN