RECORDS OF THE COMPANY.
ANY NOTICE SHALL BE DEEMED TO BE DULY GIVEN IF AND WHEN PROPERLY ADDRESSED AND
POSTED BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID.
12.
INCORPORATION OF PLAN BY REFERENCE.
THIS AWARD IS GRANTED
PURSUANT TO THE TERMS OF THE PLAN, THE TERMS OF WHICH ARE INCORPORATED HEREIN BY
REFERENCE, AND THIS AWARD SHALL IN ALL RESPECTS BE INTERPRETED IN ACCORDANCE
WITH THE PLAN.
THE COMMITTEE SHALL INTERPRET AND CONSTRUE THE PLAN AND THIS
AGREEMENT AND ITS INTERPRETATIONS AND DETERMINATIONS SHALL BE CONCLUSIVE AND
BINDING ON THE PARTIES HERETO AND ANY OTHER PERSON CLAIMING AN INTEREST
HEREUNDER, WITH RESPECT TO ANY ISSUE ARISING HEREUNDER OR THEREUNDER.
IN THE
EVENT OF A CONFLICT OR INCONSISTENCY BETWEEN THE TERMS AND PROVISIONS OF THE
PLAN AND THE PROVISIONS OF THIS AGREEMENT, THE PLAN SHALL GOVERN AND CONTROL.
13.
GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS OF ALL PERSONS
CLAIMING UNDER THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
14.
MISCELLANEOUS.
THIS AGREEMENT SHALL BE BINDING UPON AND SHALL
INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
PERMITTED ASSIGNS.
THIS AGREEMENT CONSTITUTES THE ENTIRE
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AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY
NOT BE MODIFIED OTHER THAN BY WRITTEN INSTRUMENT EXECUTED BY THE PARTIES.
THE
ISSUANCE OF THE RESTRICTED STOCK OR UNRESTRICTED SHARES PURSUANT TO THIS
AGREEMENT SHALL BE SUBJECT TO, AND SHALL COMPLY WITH, ANY APPLICABLE
REQUIREMENTS OF ANY FOREIGN AND U.S. FEDERAL AND STATE SECURITIES LAWS, RULES
AND REGULATIONS (INCLUDING, WITHOUT LIMITATION, THE PROVISIONS OF THE SECURITIES
ACT, THE EXCHANGE ACT AND IN EACH CASE ANY RESPECTIVE RULES AND REGULATIONS
PROMULGATED THEREUNDER) AND ANY OTHER LAW OR REGULATION APPLICABLE THERETO.
THE
COMPANY SHALL NOT BE OBLIGATED TO ISSUE THE RESTRICTED STOCK OR ANY OF THE
SHARES PURSUANT TO THIS AGREEMENT IF ANY SUCH ISSUANCE WOULD VIOLATE ANY SUCH
REQUIREMENTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, EACH
OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL OF WHICH SHALL CONSTITUTE
ONE AND THE SAME INSTRUMENT.
15.
CONSENT.
BY SIGNING THIS AGREEMENT, THE GRANTEE ACKNOWLEDGES
AND AGREES THAT:
(A)
THE COMPANY AND THE COMPANY'S AFFILIATES ARE PERMITTED TO
HOLD AND PROCESS PERSONAL (AND SENSITIVE) INFORMATION AND DATA ABOUT THE GRANTEE
AS PART OF ITS PERSONNEL AND OTHER BUSINESS RECORDS AND MAY USE SUCH INFORMATION
IN THE COURSE OF SUCH ENTITY'S BUSINESS.
(B)
IN THE EVENT THAT DISCLOSURE IS REQUIRED FOR THE PROPER
CONDUCT OF THE BUSINESS (AS DETERMINED BY THE COMPANY AND THE COMPANY'S
AFFILIATES), THE COMPANY AND THE COMPANY'S AFFILIATES MAY DISCLOSE THE
INFORMATION REFERENCED IN SECTION 15(A) TO THIRD PARTIES, INCLUDING WHEN SUCH
ENTITIES ARE SITUATED OUTSIDE THE EUROPEAN ECONOMIC AREA.
(C)
THIS SECTION 15 APPLIES TO INFORMATION HELD, USED OR
DISCLOSED IN ANY MEDIUM.
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Grantee: "Participant name"
Grant Date:
"Grant Date"
IN WITNESS WHEREOF, the Company has caused this Award to be executed
under