REMITTED
TO THE RELEVANT TAX AUTHORITIES BY THE ESCROW AGENT FOR YOUR BENEFIT IN THE
AMOUNTS DIRECTED BY THE COMPANY AND ANY REMAINING NET PROCEEDS, IF ANY, SHALL BE
DELIVERED TO YOU.
9.
SECTION 83(B) ELECTION.
YOU HEREBY
ACKNOWLEDGE THAT YOU HAVE BEEN INFORMED THAT, WITH RESPECT TO THE GRANT OF
RESTRICTED SHARES, YOU MAY FILE AN ELECTION WITH THE INTERNAL REVENUE SERVICE,
WITHIN 30 DAYS OF THE GRANT DATE, ELECTING PURSUANT TO SECTION 83(B) OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED, TO BE TAXED CURRENTLY ON THE FAIR
MARKET VALUE OF THE RESTRICTED SHARES ON THE GRANT DATE
("SECTION 83(B) ELECTION").
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YOU ACKNOWLEDGE THAT IF YOU CHOOSE TO FILE AN ELECTION UNDER SECTION 83(b) OF
THE CODE, IT IS YOUR SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY
SUCH SECTION 83(b) ELECTION, EVEN IF YOU REQUEST THE COMPANY OR ITS
REPRESENTATIVE TO MAKE THIS FILING ON YOUR BEHALF.
BY SIGNING THIS AGREEMENT, YOU REPRESENT THAT YOU HAVE REVIEWED WITH YOUR OWN
TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT YOU ARE RELYING SOLELY ON
SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY
OF ITS AGENTS.
YOU UNDERSTAND AND AGREE THAT YOU (AND NOT THE COMPANY) SHALL BE
RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
10.
NOTICES.
ANY NOTICES PROVIDED FOR IN YOUR
AWARD OR THE PLAN SHALL BE GIVEN IN WRITING AND SHALL BE DEEMED EFFECTIVELY
GIVEN UPON RECEIPT OR, IN THE CASE OF NOTICES DELIVERED BY THE COMPANY TO YOU,
FIVE (5) DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, POSTAGE PREPAID,
ADDRESSED TO YOU AT THE LAST ADDRESS YOU PROVIDED TO THE COMPANY.
11.
MISCELLANEOUS.
(A)
THE RIGHTS AND OBLIGATIONS OF THE COMPANY
UNDER YOUR AWARD SHALL BE TRANSFERABLE BY THE COMPANY TO ANY ONE OR MORE PERSONS
OR ENTITIES, AND ALL COVENANTS AND AGREEMENTS HEREUNDER SHALL INURE TO THE
BENEFIT OF, AND BE ENFORCEABLE BY THE COMPANY'S SUCCESSORS AND ASSIGNS.
(B)
YOU AGREE UPON REQUEST TO EXECUTE ANY
FURTHER DOCUMENTS OR INSTRUMENTS NECESSARY OR DESIRABLE IN THE SOLE
DETERMINATION OF THE COMPANY TO CARRY OUT THE PURPOSES OR INTENT OF YOUR AWARD.
(C)
YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
REVIEWED YOUR AWARD IN ITS ENTIRETY, HAVE HAD AN OPPORTUNITY TO OBTAIN THE
ADVICE OF COUNSEL PRIOR TO EXECUTING AND ACCEPTING YOUR AWARD AND FULLY
UNDERSTAND ALL PROVISIONS OF YOUR AWARD.
12.
GOVERNING PLAN DOCUMENT.
YOUR AWARD IS
SUBJECT TO ALL THE PROVISIONS OF THE PLAN, THE PROVISIONS OF WHICH ARE HEREBY
MADE A PART OF YOUR AWARD, AND IS FURTHER SUBJECT TO ALL INTERPRETATIONS,
AMENDMENTS, RULES AND REGULATIONS WHICH MAY FROM TIME TO TIME BE PROMULGATED AND
ADOPTED PURSUANT TO THE PLAN. IN THE EVENT OF ANY CONFLICT BETWEEN THE
PROVISIONS OF YOUR AWARD AND THOSE OF THE PLAN, THE PROVISIONS OF THE PLAN SHALL
CONTROL.
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Attachment II
2004 Stock