OR APPROPRIATE TO PRESERVE THE
INTENDED TAX TREATMENT OF THE RESTRICTED STOCK UNIT AND/OR (B) TAKE SUCH OTHER
ACTIONS AS THE COMMITTEE OR AUTHORIZED OFFICER DETERMINES TO BE NECESSARY OR
APPROPRIATE TO COMPLY WITH THE REQUIREMENTS OF SECTION 409A OF THE CODE AND
RELATED DEPARTMENT OF TREASURY GUIDANCE, INCLUDING SUCH DEPARTMENT OF TREASURY
GUIDANCE AND OTHER INTERPRETIVE MATERIALS AS MAY BE ISSUED AFTER THE DATE ON
WHICH SUCH RESTRICTED STOCK UNIT WAS AWARDED, BUT ONLY TO THE EXTENT PERMITTED
UNDER CODE SECTION 409A AND REGULATIONS AND GUIDANCE THEREUNDER.
SECTION 5.
MISCELLANEOUS PROVISIONS.
(A)
RIGHTS AS A SHAREHOLDER.
NEITHER THE
GRANTEE NOR THE GRANTEE'S PERSONAL REPRESENTATIVE OR PERMITTED TRANSFEREE SHALL
HAVE ANY RIGHTS AS A SHAREHOLDER WITH RESPECT TO ANY UNIT SHARES UNTIL THE
GRANTEE OR HIS OR HER PERSONAL REPRESENTATIVE OR PERMITTED TRANSFEREE BECOMES
ENTITLED TO RECEIVE SUCH UNIT SHARES PURSUANT TO THIS AGREEMENT, THE PLAN AND
THE APPLICABLE RESTRICTED STOCK UNIT AWARD NOTICE, AND ANY SUCH RIGHT SHALL ALSO
BE SUBJECT TO SUBSECTIONS 2(G) AND 3(C) ABOVE.
(B)
TENURE.
NOTHING IN THE RESTRICTED STOCK
UNIT AWARD NOTICE, THIS AGREEMENT OR IN THE PLAN SHALL CONFER UPON THE GRANTEE
ANY RIGHT TO CONTINUE IN THE COMPANY'S SERVICE FOR ANY PERIOD OF SPECIFIC
DURATION OR INTERFERE WITH OR OTHERWISE RESTRICT IN ANY WAY THE RIGHTS OF THE
COMPANY (OR ANY PARENT OR SUBSIDIARY EMPLOYING OR RETAINING THE GRANTEE) OR OF
THE GRANTEE, WHICH RIGHTS ARE HEREBY EXPRESSLY RESERVED BY EACH, TO TERMINATE
HIS OR HER SERVICE AT ANY TIME AND FOR ANY REASON, WITH OR WITHOUT CAUSE.
(C)
NOTIFICATION.
ANY NOTIFICATION REQUIRED BY
THE TERMS OF THIS AGREEMENT SHALL BE GIVEN IN WRITING AND SHALL BE DEEMED
EFFECTIVE UPON PERSONAL DELIVERY TO THE PRESIDENT, TREASURER, GENERAL COUNSEL,
SECRETARY OR ANY ASSISTANT SECRETARY OF THE COMPANY OR FIVE BUSINESS DAYS UPON
DEPOSIT WITH THE UNITED STATES POSTAL SERVICE, BY REGISTERED OR CERTIFIED MAIL,
WITH POSTAGE AND FEES PREPAID ADDRESSED TO THE COMPANY.
A NOTICE SHALL BE
ADDRESSED TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, MARKED TO THE
ATTENTION OF THE CORPORATE SECRETARY, AND TO THE GRANTEE AT THE ADDRESS THAT HE
OR SHE MOST RECENTLY PROVIDED TO THE COMPANY.
(D)
ENTIRE AGREEMENT.
THIS AGREEMENT, ANY
RELATED RESTRICTED STOCK UNIT AWARD NOTICE AND THE PLAN CONSTITUTE THE ENTIRE
CONTRACT BETWEEN THE PARTIES HERETO WITH REGARD TO THE SUBJECT MATTER HEREOF AND
SUPERSEDE ANY OTHER AGREEMENTS, REPRESENTATIONS OR UNDERSTANDINGS (WHETHER ORAL
OR WRITTEN AND WHETHER EXPRESS OR IMPLIED) WHICH RELATE TO THE SUBJECT MATTER
HEREOF.
(E)
WAIVER.
NO WAIVER OF ANY BREACH OR
CONDITION OF THIS AGREEMENT SHALL BE DEEMED TO BE A WAIVER OF ANY OTHER OR
SUBSEQUENT BREACH OR CONDITION WHETHER OF LIKE OR DIFFERENT NATURE.
(F)
SUCCESSORS AND ASSIGNS.
THE PROVISIONS
OF THIS AGREEMENT SHALL INURE TO THE BENEFIT OF, AND BE BINDING UPON, THE
COMPANY AND ITS SUCCESSORS AND ASSIGNS AND UPON THE GRANTEE, THE GRANTEE'S
PERSONAL REPRESENTATIVES, HEIRS, LEGATEES AND OTHER PERMITTED TRANSFEREES,
ASSIGNS AND THE LEGAL REPRESENTATIVES, HEIRS AND LEGATEES OF THE GRANTEE'S
ESTATE, WHETHER OR NOT