DESCENT AND DISTRIBUTION.
TAX WITHHOLDING.
THE COMPANY INTENDS TO MEET ITS MINIMUM TAX WITHHOLDING
OBLIGATION BY WITHHOLDING FROM SHARES OF STOCK TO BE ISSUED TO THE GRANTEE.
NO OBLIGATION TO CONTINUE EMPLOYMENT.
NEITHER THE COMPANY NOR ANY SUBSIDIARY IS
OBLIGATED BY OR AS A RESULT OF THE PLAN OR THIS AWARD TO CONTINUE THE GRANTEE IN
EMPLOYMENT AND NEITHER THE PLAN NOR THIS AWARD SHALL INTERFERE IN ANY WAY WITH
THE RIGHT OF THE COMPANY OR ANY SUBSIDIARY TO TERMINATE THE EMPLOYMENT OF THE
GRANTEE AT ANY TIME.
NOTICES.
NOTICES HEREUNDER SHALL BE MAILED OR DELIVERED TO THE COMPANY AT ITS
PRINCIPAL PLACE OF BUSINESS AND SHALL BE MAILED OR DELIVERED TO THE GRANTEE AT
THE ADDRESS ON FILE WITH THE COMPANY OR, IN EITHER CASE, AT SUCH OTHER ADDRESS
AS ONE PARTY MAY SUBSEQUENTLY FURNISH TO THE OTHER PARTY IN WRITING.
SUCCESSORS AND ASSIGNS.
THE COMPANY WILL REQUIRE ITS RESPECTIVE ASSIGN AND
SUCCESSORS TO EXPRESSLY ASSUME THIS AWARD AND TO AGREE TO PERFORM HEREUNDER IN
THE SAME MANNER AND THE SAME EXTENT THAT THE COMPANY WOULD BE REQUIRED TO
PERFORM IF NO SUCH SUCCESSION OR ASSIGNMENT HAD TAKEN PLACE.
REGARDLESS OF
WHETHER SUCH AN AGREEMENT IS EXECUTED, THIS AWARD SHALL INURE TO THE BENEFIT OF,
AND BE BINDING UPON, THE COMPANY'S SUCCESSOR AND ASSIGNS AND GRANTEE'S HEIRS,
ESTATES, LEGATEES, EXECUTORS, ADMINISTRATORS, AND LEGAL REPRESENTATIVES.