CONDITIONS OF THE PLAN AND THIS AGREEMENT, AND THE PERMITTED
ASSIGNEE EXECUTES AN AGREEMENT SATISFACTORY TO THE CORPORATION EVIDENCING THESE
OBLIGATIONS.
THE TERMS OF THIS AWARD ARE BINDING ON THE EXECUTORS,
ADMINISTRATORS, HEIRS, SUCCESSORS AND ASSIGNS OF THE GRANTEE.
2.
OTHER RESTRICTIONS ON SHARE ISSUANCE.
ANYTHING TO THE CONTRARY NOTWITHSTANDING, THE CORPORATION'S OBLIGATION TO
DELIVER SHARES UNDER THIS AWARD IS SUBJECT TO ITS COMPLIANCE WITH FEDERAL AND
STATE LAWS, RULES AND REGULATIONS APPLYING TO THE AUTHORIZATION, ISSUANCE OR
SALE OF SECURITIES AS THE CORPORATION DEEMS NECESSARY OR ADVISABLE.
THE
CORPORATION IS NOT REQUIRED TO DELIVER SHARES UNDER THIS AGREEMENT UNLESS AND
UNTIL IT RECEIVES SATISFACTORY PROOF THAT THE ISSUANCE OR TRANSFER OF THE SHARES
DOES NOT VIOLATE ANY OF THE PROVISIONS OF THE SECURITIES ACT OF 1933 OR THE
SECURITIES EXCHANGE ACT OF 1934, THE RULES AND REGULATIONS OF THE SECURITIES
EXCHANGE COMMISSION PROMULGATED THEREUNDER, OR THE PROVISIONS OF ANY STATE LAW
GOVERNING THE SALE OF SECURITIES OR ANY STOCK EXCHANGE ON WHICH THE
CORPORATION'S SHARES MAY BE LISTED, AND THAT THERE HAS BEEN COMPLIANCE WITH THE
PROVISIONS OF THESE ACTS, RULES, REGULATIONS AND STATE LAWS.
3.
WITHHOLDING.
GRANTEE AUTHORIZES THE
CORPORATION TO WITHHOLD FROM THE GRANTEE'S COMPENSATION OR AGREES TO TENDER
SUFFICIENT FUNDS TO SATISFY ANY APPLICABLE INCOME AND EMPLOYMENT TAX WITHHOLDING
OBLIGATIONS IN CONNECTION WITH VESTING OF AND THE LAPSE OF RESTRICTIONS ON
SHARES OF RESTRICTED STOCK UNDER THE AWARD.
3
4.
DISPUTE RESOLUTION.
GRANTEE AND THE
CORPORATION AGREE THAT ANY DISAGREEMENT, DISPUTE, CONTROVERSY, OR CLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT, ITS INTERPRETATION, VALIDITY, OR THE
ALLEGED BREACH THEREOF, WILL BE SETTLED EXCLUSIVELY AND, CONSISTENT WITH THE
PROCEDURES SPECIFIED IN THIS SECTION, IRRESPECTIVE OF ITS MAGNITUDE, THE AMOUNT
IN CONTROVERSY, OR THE NATURE OF THE RELIEF SOUGHT.
(A)
NEGOTIATION.
IN THE EVENT OF ANY
DISPUTE, CONTROVERSY, CLAIM, QUESTION OR DISAGREEMENT ARISING FROM OR RELATING
TO THIS AGREEMENT OR THE BREACH THEREOF, THE GRANTEE AND THE CORPORATION WILL
USE THEIR BEST EFFORTS TO SETTLE THE DISPUTE, CLAIM, QUESTION OR DISAGREEMENT.
TO THIS EFFECT, THEY WILL CONSULT AND NEGOTIATE WITH EACH OTHER IN GOOD FAITH
AND, RECOGNIZING THEIR MUTUAL INTERESTS, ATTEMPT TO REACH A JUST AND EQUITABLE
SOLUTION SATISFACTORY TO BOTH PARTIES.
(B)
ARBITRATION.
IF THE GRANTEE AND THE
CORPORATION DO NOT REACH A SOLUTION WITHIN A PERIOD OF THIRTY (30) DAYS, THEN,
UPON WRITTEN NOTICE BY THE GRANTEE TO THE CORPORATION OR THE CORPORATION TO THE
GRANTEE, ALL DISPUTES, CLAIMS, QUESTIONS, CONTROVERSIES, OR DIFFERENCES WILL BE
SUBMITTED TO ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION
(THE "AAA") IN ACCORDANCE WITH THE PROVISIONS OF ITS EMPLOYMENT ARBITRATION
RULES (THE "ARBITRATION RULES").
(1)
Arbitrator.
The arbitration will be
conducted by one arbitrator skilled in the arbitration of executive employment
matters.
The parties to the arbitration will jointly appoint the arbitrator
within thirty (30) days after initiation of the arbitration.
If the parties
fail to appoint an arbitrator as provided above, an arbitrator with substantial
experience in executive employment matters will be appointed by the AAA as
provided