8.
PROVISIONS OF PLAN CONTROL; ENTIRE AGREEMENT. THIS AGREEMENT IS
SUBJECT TO ALL OF THE TERMS, CONDITIONS AND PROVISIONS OF THE PLAN, INCLUDING,
WITHOUT LIMITATION, THE AMENDMENT PROVISIONS THEREOF, AND TO SUCH RULES,
REGULATIONS AND INTERPRETATIONS RELATING TO THE PLAN AS MAY BE ADOPTED BY THE
COMMITTEE AND AS MAY BE IN EFFECT FROM TIME TO TIME. THE PLAN IS INCORPORATED
HEREIN BY REFERENCE. IF AND TO THE EXTENT THAT THIS AGREEMENT CONFLICTS OR IS
INCONSISTENT WITH THE TERMS, CONDITIONS AND PROVISIONS OF THE PLAN, THE PLAN
SHALL CONTROL, AND THIS AGREEMENT SHALL BE DEEMED TO BE MODIFIED ACCORDINGLY.
THIS AGREEMENT AND THE PLAN CONTAIN THE ENTIRE UNDERSTANDING OF THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF (OTHER THAN ANY EXERCISE NOTICE
OR OTHER DOCUMENTS EXPRESSLY CONTEMPLATED HEREIN OR IN THE PLAN) AND SUPERSEDES
ANY PRIOR AGREEMENTS BETWEEN THE COMPANY AND THE PARTICIPANT WITH RESPECT TO THE
SUBJECT MATTER HEREOF.
9.
NOTICES. ANY NOTICE HEREUNDER BY THE PARTICIPANT SHALL BE GIVEN
TO THE COMPANY IN WRITING AND SUCH NOTICE SHALL BE DEEMED DULY GIVEN ONLY UPON
RECEIPT THEREOF BY THE DIRECTOR OF FISCAL OR THE ACCOUNTING MANAGER OF THE
COMPANY. ANY NOTICE HEREUNDER BY THE COMPANY SHALL BE GIVEN TO THE PARTICIPANT
IN WRITING AND SUCH NOTICE SHALL BE DEEMED DULY GIVEN ONLY UPON RECEIPT THEREOF
AT SUCH ADDRESS AS THE PARTICIPANT MAY HAVE ON FILE WITH THE COMPANY.
10.
NO OBLIGATION TO CONTINUE DIRECTORSHIP. THIS AGREEMENT DOES NOT
GUARANTEE THAT THE COMPANY WILL RETAIN THE PARTICIPANT AS A DIRECTOR FOR ANY
SPECIFIC TIME PERIOD, NOR DOES IT MODIFY IN ANY RESPECT THE COMPANY'S RIGHT TO
TERMINATE OR MODIFY THE PARTICIPANT'S SERVICES AS A DIRECTOR OR THE
PARTICIPANT'S COMPENSATION AT ANY TIME.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date and
year first above written.
UNITED INDUSTRIAL CORPORATION
By:
Name:
Title:
PARTICIPANT
Signature
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