HEIRS AND SUCCESSORS.
THIS AWARD SHALL BE BINDING UPON, AND
INURE TO THE BENEFIT OF, THE COMPANY AND ITS SUCCESSORS AND ASSIGNS, AND UPON
ANY PERSON ACQUIRING, WHETHER BY MERGER, CONSOLIDATION, PURCHASE OF ASSETS OR
OTHERWISE, ALL OR SUBSTANTIALLY ALL OF THE COMPANY'S ASSETS AND BUSINESS.
IF
ANY OF THE BENEFITS DISTRIBUTABLE TO YOU UNDER THIS AWARD HAVE NOT BEEN
DISTRIBUTED AT THE TIME OF YOUR DEATH, SUCH BENEFITS SHALL BE DISTRIBUTED TO
YOUR DESIGNATED BENEFICIARY, IN ACCORDANCE WITH THE PROVISIONS OF THIS AWARD AND
THE PLAN.
THE "DESIGNATED BENEFICIARY" SHALL BE THE BENEFICIARY OR
BENEFICIARIES DESIGNATED BY YOU IN A WRITING FILED WITH THE COMMITTEE IN SUCH
FORM AND AT SUCH TIME AS THE COMMITTEE SHALL REQUIRE.
IF YOU ARE DECEASED AND
FAILED TO DESIGNATE A BENEFICIARY, OR IF THE DESIGNATED BENEFICIARY DOES NOT
SURVIVE YOU, ANY BENEFITS DISTRIBUTABLE TO YOU SHALL BE DISTRIBUTED TO THE LEGAL
REPRESENTATIVE OF YOUR ESTATE.
IF YOU ARE DECEASED AND HAVE DESIGNATED A
BENEFICIARY AND THE DESIGNATED BENEFICIARY SURVIVES YOU BUT DIES BEFORE THE
COMPLETE DISTRIBUTION OF BENEFITS TO THE DESIGNATED BENEFICIARY UNDER THIS
AWARD, THEN ANY BENEFITS DISTRIBUTABLE TO THE DESIGNATED BENEFICIARY SHALL BE
DISTRIBUTED TO THE LEGAL REPRESENTATIVE OF THE ESTATE OF THE DESIGNATED
BENEFICIARY.
4.
ADMINISTRATION.
THE AUTHORITY TO MANAGE AND CONTROL THE
OPERATION AND ADMINISTRATION OF THIS AWARD SHALL BE VESTED IN THE COMMITTEE
IDENTIFIED IN THE PLAN, AND THE COMMITTEE SHALL HAVE ALL OF THE POWERS WITH
RESPECT TO THIS AWARD THAT IT HAS WITH RESPECT TO THE PLAN.
ANY INTERPRETATION
OF THE AWARD BY THE COMMITTEE AND ANY DECISION MADE BY IT WITH RESPECT TO THE
AWARD ARE FINAL AND BINDING ON ALL PERSONS.
5.
AMENDMENT.
THIS AWARD MAY BE AMENDED BY WRITTEN AGREEMENT
BETWEEN YOU AND THE COMPANY, WITHOUT THE CONSENT OF ANY OTHER PERSON.
6.
NONTRANSFERABILITY.
THIS AWARD SHALL NOT BE TRANSFERABLE EXCEPT
BY WILL OR THE LAWS OF DESCENT AND DISTRIBUTION OR BY BENEFICIARY DESIGNATION IN
ACCORDANCE WITH SECTION 3 ABOVE.
7.
TAXES.
THE COMPANY SHALL BE ENTITLED TO WITHHOLD THE AMOUNT OF
ANY WITHHOLDING TAX PAYABLE WITH RESPECT TO THE AWARD AND TO SELL SUCH NUMBER OF
SHARES OF STOCK AS MAY BE NECESSARY TO PRODUCE THE AMOUNT SO REQUIRED TO BE
WITHHELD, UNLESS THE RECIPIENT SUPPLIES TO THE COMPANY CASH IN THE AMOUNT
REQUESTED BY THE COMPANY FOR THE PURPOSE.
8.
EMPLOYEE AND SHAREHOLDER STATUS.
THIS AWARD DOES NOT CONSTITUTE
A CONTRACT OF CONTINUED SERVICE AND DOES NOT GIVE YOU THE RIGHT TO BE RETAINED
AS AN EMPLOYEE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES. THIS AWARD DOES NOT
CONFER UPON YOU OR ANY OTHER HOLDER THEREOF ANY RIGHT AS A SHAREHOLDER OF THE
COMPANY PRIOR TO THE ISSUANCE OF SHARES OF STOCK PURSUANT TO THIS AWARD.
9.
PLAN GOVERNS.
NOTWITHSTANDING ANYTHING IN THIS AWARD TO THE
CONTRARY, THE TERMS OF THIS AWARD SHALL BE SUBJECT TO THE TERMS OF THE PLAN.
10.
UNSECURED CREDITOR.
YOUR RIGHTS WITH RESPECT TO THE AWARD AND THE
SHARES OF STOCK SUBJECT THERETO PRIOR TO