THE COMMITTEE MAY REQUIRE THAT THE
PARTICIPANT REPAY (WITH APPRECIATION (IF ANY), DETERMINED UP TO THE DATE
REPAYMENT IS MADE), AND THE PARTICIPANT SHALL PROMPTLY REPAY, TO THE CORPORATION
THE FAIR MARKET VALUE OF ANY STOCK CONVEYED TO THE PARTICIPANT WITHIN SUCH
PERIOD IN RESPECT OF SUCH RESTRICTED STOCK UNITS.
ADDITIONALLY, THE PARTICIPANT
AGREES THAT THE CORPORATION SHALL BE ENTITLED TO AN INJUNCTION, RESTRAINING
ORDER OR SUCH OTHER EQUITABLE RELIEF RESTRAINING THE PARTICIPANT FROM COMMITTING
ANY VIOLATION OF THE COVENANTS OR OBLIGATIONS CONTAINED IN THIS SECTION 8.
THESE RESCISSION RIGHTS AND INJUNCTIVE REMEDIES ARE CUMULATIVE AND ARE IN
ADDITION TO ANY OTHER RIGHTS AND REMEDIES THE CORPORATION MAY HAVE AT LAW OR IN
EQUITY.
THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE COVENANTS AND
OBLIGATIONS IN THIS SECTION 8 RELATE TO SPECIAL, UNIQUE AND EXTRAORDINARY
MATTERS AND THAT A VIOLATION OR THREATENED VIOLATION OF ANY OF THE TERMS OF SUCH
COVENANTS OR OBLIGATIONS WILL CAUSE THE CORPORATION AND THE SUBSIDIARIES
IRREPARABLE INJURY FOR WHICH ADEQUATE REMEDIES ARE NOT AVAILABLE AT LAW.
(E)
REFORMATION.
THE PARTICIPANT AGREES THAT
THE PROVISIONS OF THIS SECTION 8 ARE NECESSARY AND REASONABLE TO PROTECT THE
CORPORATION IN THE CONDUCT OF ITS BUSINESS.
IF ANY RESTRICTION CONTAINED IN
THIS SECTION 8 SHALL BE DEEMED TO BE INVALID, ILLEGAL OR UNENFORCEABLE BY REASON
OF THE EXTENT, DURATION OR GEOGRAPHICAL SCOPE HEREOF, OR OTHERWISE, THEN THE
COURT MAKING SUCH DETERMINATION SHALL HAVE THE RIGHT TO REDUCE SUCH EXTENT,
DURATION, GEOGRAPHICAL SCOPE OR OTHER PROVISIONS HEREOF, AND IN ITS REDUCED FORM
SUCH RESTRICTION SHALL THEN BE ENFORCEABLE IN THE MANNER CONTEMPLATED HEREBY.
5
9.
WITHHOLDING.
AT THE COMMITTEE'S
DISCRETION, THE PARTICIPANT SHALL BE REQUIRED TO EITHER PAY TO THE CORPORATION
THE AMOUNT OF ANY TAXES REQUIRED BY LAW TO BE WITHHELD AS MAY BE NECESSARY IN
THE OPINION OF THE CORPORATION TO SATISFY TAX WITHHOLDING REQUIRED UNDER THE
LAWS OF ANY COUNTRY, STATE, PROVINCE, CITY OR OTHER JURISDICTION WITH RESPECT TO
STOCK DELIVERABLE HEREUNDER OR, IN LIEU THEREOF, THE CORPORATION SHALL HAVE THE
RIGHT TO RETAIN (OR THE PARTICIPANT MAY BE OFFERED THE OPPORTUNITY TO ELECT TO
TENDER) THE NUMBER OF SHARES OF STOCK WHOSE FAIR MARKET VALUE EQUALS SUCH AMOUNT
REQUIRED TO BE WITHHELD.
10.
COMMITTEE DISCRETION; DELEGATION.
NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, THE
COMMITTEE, IN ITS SOLE DISCRETION AND IN ACCORDANCE WITH THE TERMS OF THE PLAN,
MAY TAKE ANY ACTION THAT IS AUTHORIZED UNDER THE TERMS OF THE PLAN THAT IS NOT
CONTRARY TO THE EXPRESS TERMS HEREOF, INCLUDING ACCELERATING THE LAPSE OF THE
RESTRICTION PERIOD WITH RESPECT TO ALL OR ANY PORTION OF THE RESTRICTED STOCK
UNITS COVERED BY THE AWARD, AT SUCH TIMES (INCLUDING, WITHOUT LIMITATION, UPON
OR IN CONNECTION WITH THE PARTICIPANT'S TERMINATION OF EMPLOYMENT) AND UPON SUCH
TERMS AND CONDITIONS AS THE COMMITTEE SHALL DETERMINE.
NOTHING IN THIS
AGREEMENT SHALL LIMIT OR IN ANY WAY RESTRICT THE POWER OF THE COMMITTEE,
CONSISTENT WITH THE TERMS OF THE PLAN, TO DELEGATE ANY OF THE POWERS RESERVED TO
IT HEREUNDER