HAVE PAID OR OTHERWISE SATISFIED IN FULL THE AMOUNT OF ALL FEDERAL, STATE, LOCAL
AND FOREIGN TAXES APPLICABLE TO THE TAXABLE INCOME OF HOLDER RESULTING FROM THE
GRANT OF THE RESTRICTED STOCK UNITS, THE DISTRIBUTION OF THE SHARES OF COMMON
STOCK ISSUABLE WITH RESPECT THERETO, OR ANY OTHER TAXABLE EVENT RELATED TO THE
RESTRICTED STOCK UNITS.
3.2
LIMITATIONS APPLICABLE TO SECTION 16 PERSONS.
NOTWITHSTANDING ANY
OTHER PROVISION OF THE PLAN OR THIS AGREEMENT, IF HOLDER IS SUBJECT TO SECTION
16 OF THE EXCHANGE ACT, THE PLAN, THE RESTRICTED STOCK UNITS AND THE SHARES OF
COMMON STOCK ISSUABLE WITH RESPECT THERETO AND THIS AGREEMENT SHALL BE SUBJECT
TO ANY ADDITIONAL LIMITATIONS SET FORTH IN ANY APPLICABLE EXEMPTIVE RULE UNDER
SECTION 16 OF THE EXCHANGE ACT (INCLUDING ANY AMENDMENT TO RULE 16B-3 OF THE
EXCHANGE ACT) THAT ARE REQUIREMENTS FOR THE APPLICATION OF SUCH EXEMPTIVE RULE.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THIS AGREEMENT SHALL BE DEEMED
AMENDED TO THE EXTENT NECESSARY TO CONFORM TO SUCH APPLICABLE EXEMPTIVE RULE.
3.3
ADMINISTRATION.
THE ADMINISTRATOR SHALL HAVE THE POWER TO
INTERPRET THE PLAN AND THIS AGREEMENT AND TO ADOPT SUCH RULES FOR THE
ADMINISTRATION, INTERPRETATION AND APPLICATION OF THE PLAN AS ARE CONSISTENT
THEREWITH AND TO INTERPRET, AMEND OR REVOKE ANY SUCH RULES.
ALL ACTIONS TAKEN
AND ALL INTERPRETATIONS AND DETERMINATIONS MADE BY THE ADMINISTRATOR IN GOOD
FAITH SHALL BE FINAL, BINDING, AND CONCLUSIVE UPON HOLDER, THE COMPANY AND ALL
OTHER INTERESTED PERSONS.
NO MEMBER OF THE ADMINISTRATOR SHALL BE PERSONALLY
LIABLE FOR ANY ACTION, DETERMINATION OR INTERPRETATION MADE IN GOOD FAITH WITH
RESPECT TO THE PLAN, THIS AGREEMENT OR THE RESTRICTED STOCK UNITS.
3.4
NOTICES.
ANY NOTICE TO BE GIVEN UNDER THE TERMS OF THIS AGREEMENT
TO THE COMPANY SHALL BE ADDRESSED TO THE COMPANY IN CARE OF THE SECRETARY OF THE
COMPANY, AND ANY NOTICE TO BE GIVEN TO HOLDER SHALL BE ADDRESSED TO HOLDER AT
THE ADDRESS GIVEN BENEATH HOLDER'S SIGNATURE ON THE GRANT NOTICE.
BY A NOTICE
GIVEN PURSUANT TO THIS SECTION 3.5, EITHER PARTY MAY HEREAFTER DESIGNATE A
DIFFERENT ADDRESS FOR NOTICES TO BE GIVEN TO THAT PARTY.
ANY NOTICE SHALL BE
7
DEEMED DULY GIVEN WHEN SENT VIA EMAIL OR WHEN SENT BY CERTIFIED MAIL (RETURN
RECEIPT REQUESTED) AND DEPOSITED (WITH POSTAGE PREPAID) IN A POST OFFICE OR
BRANCH POST OFFICE REGULARLY MAINTAINED BY THE UNITED STATES POSTAL SERVICE.
3.5
TITLES.
TITLES ARE PROVIDED HEREIN FOR CONVENIENCE ONLY AND ARE
NOT TO SERVE AS A BASIS FOR INTERPRETATION OR CONSTRUCTION OF THIS AGREEMENT.
3.6
GOVERNING LAW; SEVERABILITY.
THIS AGREEMENT AND ALL DISPUTES
ARISING OUT OF OR RELATING TO IT SHALL BE ADMINISTERED, INTERPRETED AND ENFORCED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE LAW
THAT MIGHT BE APPLIED UNDER PRINCIPLES OF CONFLICTS OF LAWS.
SHOULD ANY
PROVISION OF THIS AGREEMENT BE DETERMINED BY A COURT OF LAW TO BE ILLEGAL OR
UNENFORCEABLE, THE OTHER PROVISIONS SHALL NEVERTHELESS REMAIN EFFECTIVE AND
SHALL REMAIN ENFORCEABLE.
3.7
CONFORMITY TO SECURITIES LAWS.
HOLDER ACKNOWLEDGES