GRANTED HEREUNDER IS LIMITED
SOLELY TO THE DELIVERY TO THE EMPLOYEE OF SHARES OF COMMON STOCK ON THE DATE
WHEN SUCH SHARES ARE DUE TO BE DELIVERED HEREUNDER, AND IN NO WAY SHALL THE
COMPANY BECOME OBLIGATED TO PAY CASH IN RESPECT OF SUCH OBLIGATION, UNLESS AS
OTHERWISE PROVIDED FOR HEREIN.
THE RSUS GRANTED HEREUNDER SHALL NOT BE SECURED
BY ANY SPECIFIC ASSETS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, NOR SHALL ANY
ASSETS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES BE DESIGNATED AS ATTRIBUTABLE
OR ALLOCATED TO THE SATISFACTION OF THE COMPANY'S OBLIGATIONS UNDER THIS
AGREEMENT.
6.
RIGHTS AS A STOCKHOLDER.
THE EMPLOYEE
SHALL NOT HAVE ANY RIGHTS OF A COMMON STOCKHOLDER OF THE COMPANY UNLESS AND
UNTIL THE EMPLOYEE BECOMES ENTITLED TO RECEIVE
3
THE SHARES OF COMMON STOCK PURSUANT TO SECTION 2 OR 3 ABOVE.
AS SOON AS
PRACTICABLE FOLLOWING THE DATE THAT THE EMPLOYEE BECOMES ENTITLED TO RECEIVE THE
SHARES OF COMMON STOCK PURSUANT TO SECTION 2 OR 3 ABOVE, CERTIFICATES FOR THE
COMMON STOCK SHALL BE DELIVERED TO THE EMPLOYEE OR TO THE EMPLOYEE'S LEGAL
GUARDIAN OR REPRESENTATIVE.
7.
TRANSFERABILITY.
THE RSUS SHALL NOT BE SUBJECT TO ALIENATION,
GARNISHMENT, EXECUTION OR LEVY OF ANY KIND, AND ANY ATTEMPT TO CAUSE ANY SUCH
AWARDS TO BE SO SUBJECTED SHALL NOT BE RECOGNIZED.
THE SHARES OF COMMON STOCK
ACQUIRED BY THE EMPLOYEE PURSUANT TO SECTION 2 OR 3 OF THIS AGREEMENT MAY NOT AT
ANY TIME BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE
DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR
OTHER DISPOSITION COMPLIES WITH APPLICABLE SECURITIES LAWS.
8.
NO RIGHT TO CONTINUED EMPLOYMENT OR OTHER EQUITY AWARDS. THE
GRANTING OF THE RSUS EVIDENCED HEREBY AND THIS AGREEMENT SHALL IMPOSE NO
OBLIGATION ON THE COMPANY OR ANY SUBSIDIARY TO (A) CONTINUE THE EMPLOYMENT OF
THE EMPLOYEE AND SHALL NOT LESSEN OR AFFECT THE COMPANY'S OR ANY SUBSIDIARY'S
RIGHT TO TERMINATE THE EMPLOYMENT OF SUCH EMPLOYEE OR (B) MAKE ANY FUTURE SHARE
OR SHARE-BASED AWARDS TO THE EMPLOYEE, AND THIS GRANT OF RSUS DOES NOT
CONSTITUTE ANY INCREASE OF ANNUAL COMPENSATION OR BENEFITS TO BE PROVIDED TO THE
EMPLOYEE.
9.
RESTRICTIVE COVENANTS.
THE CONTENT, TERMS AND CONDITIONS OF THE
PROVISION/SECTION ENTITLED CONFIDENTIAL INFORMATION; COVENANT NOT TO COMPETE IN
THE MANAGEMENT STOCKHOLDER'S AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE
EMPLOYEE, DATED AS OF THE DATE SET FORTH ON APPENDIX A OF THIS AGREEMENT (THE
"MSA") ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AGREEMENT.
ADDITIONAL
TERMS AND CONDITIONS IN THE MSA RELATED TO NON-COMPETITION, NON-SOLICITATION AND
CONFIDENTIALITY, INCLUDING THE TERMS RELATING TO BREACH OR CONFLICT, ARE ALSO
EXPRESSLY INCORPORATED HEREIN.
10.
CHANGE IN CAPITALIZATION.
IF THERE OCCURS AN EVENT AS DESCRIBED
IN SECTION 8 OF THE PLAN, THE PROVISIONS OF SECTION 8 OF THE PLAN SHALL GOVERN
THE TREATMENTS OF THE RSUS GRANTED HEREUNDER.
11.
WITHHOLDING.
UPON VESTING OF THE RSUS IN ACCORDANCE WITH
SECTION 2 ABOVE, THE COMPANY WILL BE REQUIRED TO WITHHOLD THE EMPLOYMENT TAXES
DUE WITH RESPECT TO SUCH VESTING.