ESCROW TO SECURE INDEMNIFICATION OR OTHER OBLIGATIONS, THE MIX BETWEEN THE
VESTED AND UNVESTED PORTION OF SUCH CASH, SECURITIES AND/OR OTHER PROPERTY THAT
IS PLACED INTO ESCROW SHALL BE THE SAME AS THE MIX BETWEEN THE VESTED AND
UNVESTED PORTION OF SUCH CASH, SECURITIES AND/OR OTHER PROPERTY THAT IS NOT
SUBJECT TO ESCROW.
7.
WITHHOLDING TAXES; SECTION 83(B) ELECTION.
(A)
THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE COMPANY HAS THE
RIGHT TO DEDUCT FROM PAYMENTS OF ANY KIND OTHERWISE DUE TO THE PARTICIPANT ANY
FEDERAL, STATE OR LOCAL TAXES OF ANY KIND REQUIRED BY LAW TO BE WITHHELD WITH
RESPECT TO THE ISSUANCE OF THE SHARES TO THE PARTICIPANT OR THE LAPSE OF THE
VESTING REQUIREMENTS.
(B)
THE PARTICIPANT HAS REVIEWED WITH THE PARTICIPANT'S OWN TAX
ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THIS
INVESTMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. THE PARTICIPANT
IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS
OF THE COMPANY OR ANY OF ITS AGENTS. THE PARTICIPANT UNDERSTANDS THAT THE
PARTICIPANT (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR THE PARTICIPANT'S OWN
TAX LIABILITY THAT MAY ARISE AS A RESULT OF THIS INVESTMENT OR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT. THE PARTICIPANT UNDERSTANDS THAT IT MAY BE
BENEFICIAL IN MANY CIRCUMSTANCES TO ELECT TO BE TAXED AT THE TIME THE SHARES ARE
ISSUED RATHER THAN WHEN AND AS THE VESTING REQUIREMENTS EXPIRE BY FILING AN
ELECTION UNDER SECTION 83(B) OF THE INTERNAL REVENUE CODE OF 1986 WITH THE
I.R.S. WITHIN 30 DAYS FROM THE DATE OF ISSUANCE.
THE PARTICIPANT ACKNOWLEDGES THAT IT IS SOLELY THE PARTICIPANT'S RESPONSIBILITY
AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF
THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING
ON THE PARTICIPANT'S BEHALF.
8.
MISCELLANEOUS.
(A)
NO RIGHTS TO EMPLOYMENT. THE PARTICIPANT ACKNOWLEDGES AND AGREES
THAT THE VESTING OF THE SHARES PURSUANT TO SECTION 2 HEREOF IS EARNED ONLY BY
CONTINUING SERVICE AS AN EMPLOYEE AT THE WILL OF THE COMPANY (NOT THROUGH THE
ACT OF BEING HIRED OR PURCHASING SHARES HEREUNDER). THE PARTICIPANT FURTHER
ACKNOWLEDGES AND AGREES THAT THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE
VESTING REQUIREMENTS SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED
PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE OR CONSULTANT FOR THE VESTING
PERIOD, FOR ANY PERIOD, OR AT ALL.
3
(B)
SEVERABILITY. THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OF
THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER
PROVISION OF THIS AGREEMENT AND EACH OTHER PROVISION OF THIS AGREEMENT SHALL BE
SEVERABLE AND ENFORCEABLE TO THE EXTENT PERMITTED BY LAW.
(C)
WAIVER. ANY PROVISION FOR THE BENEFIT OF THE COMPANY CONTAINED IN
THIS AGREEMENT MAY BE WAIVED, EITHER GENERALLY OR IN ANY PARTICULAR INSTANCE, BY
THE BOARD OF DIRECTORS OF THE COMPANY.
(D)
BINDING EFFECT. THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF THE COMPANY AND THE PARTICIPANT AND THEIR RESPECTIVE HEIRS,
EXECUTORS, ADMINISTRATORS, LEGAL REPRESENTATIVES, SUCCESSORS