ITS LOCATION IMMEDIATELY PRIOR TO SUCH REORGANIZATION EVENT AND
(II) "CAUSE" SHALL MEAN ANY (I) WILLFUL FAILURE BY THE PARTICIPANT, WHICH
FAILURE IS NOT CURED WITHIN 30 DAYS OF WRITTEN NOTICE TO THE PARTICIPANT FROM
THE COMPANY, TO PERFORM HIS OR HER MATERIAL RESPONSIBILITIES TO THE COMPANY OR
(II)
WILLFUL MISCONDUCT BY THE PARTICIPANT WHICH AFFECTS THE BUSINESS
REPUTATION OF THE COMPANY.
7.
WITHHOLDING TAXES; SECTION 83(B)
ELECTION.
(A)
NO SHARES WILL BE DELIVERED TO THE
PARTICIPANT UNLESS AND UNTIL THE PARTICIPANT PAYS TO THE COMPANY, OR MAKES
PROVISION SATISFACTORY TO THE COMPANY FOR PAYMENT OF, ANY FEDERAL, STATE OR
LOCAL WITHHOLDING TAXES REQUIRED BY LAW TO BE WITHHELD IN RESPECT OF THIS
OPTION.
(B)
THE PARTICIPANT ACKNOWLEDGES THAT NO
ELECTION UNDER SECTION 83(B) OF THE INTERNAL REVENUE CODE OF 1986 MAY BE FILED
WITH RESPECT TO THIS AWARD.
8.
MISCELLANEOUS.
(A)
NO RIGHTS TO EMPLOYMENT.
THE PARTICIPANT
ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RSUS IS SUBJECT TO THE
CONDITIONS SET FORTH IN SECTION 2 HEREOF, INCLUDING CONTINUING SERVICE AS AN
EMPLOYEE AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED OR
PURCHASING SHARES HEREUNDER).
THE PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES
THAT THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH
HEREIN DO NOT CONSTITUTE
4
AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE OR
CONSULTANT FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL.
(B)
SEVERABILITY.
THE INVALIDITY OR
UNENFORCEABILITY OF ANY PROVISION OF THIS AGREEMENT SHALL NOT AFFECT THE
VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS AGREEMENT, AND EACH
OTHER PROVISION OF THIS AGREEMENT SHALL BE SEVERABLE AND ENFORCEABLE TO THE
EXTENT PERMITTED BY LAW.
(C)
WAIVER.
ANY PROVISION FOR THE BENEFIT OF
THE COMPANY CONTAINED IN THIS AGREEMENT MAY BE WAIVED, EITHER GENERALLY OR IN
ANY PARTICULAR INSTANCE, BY THE BOARD OF DIRECTORS OF THE COMPANY.
(D)
BINDING EFFECT.
THIS AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE COMPANY AND THE PARTICIPANT AND
THEIR RESPECTIVE HEIRS, EXECUTORS, ADMINISTRATORS, LEGAL REPRESENTATIVES,
SUCCESSORS AND ASSIGNS, SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN
SECTION 4 OF THIS AGREEMENT.
(E)
NOTICE.
ALL NOTICES REQUIRED OR PERMITTED
HEREUNDER SHALL BE IN WRITING AND DEEMED EFFECTIVELY GIVEN UPON PERSONAL
DELIVERY OR FIVE DAYS AFTER DEPOSIT IN THE UNITED STATES POST OFFICE, BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, ADDRESSED TO THE OTHER PARTY
HERETO AT THE ADDRESS SHOWN BENEATH HIS OR ITS RESPECTIVE SIGNATURE TO THIS
AGREEMENT, OR AT SUCH OTHER ADDRESS OR ADDRESSES AS EITHER PARTY SHALL DESIGNATE
TO THE OTHER IN ACCORDANCE WITH THIS SECTION 8(E).
(F)
PRONOUNS.
WHENEVER THE CONTEXT MAY
REQUIRE, ANY PRONOUNS USED IN THIS AGREEMENT SHALL INCLUDE THE CORRESPONDING
MASCULINE, FEMININE OR NEUTER FORMS, AND THE SINGULAR FORM OF NOUNS AND PRONOUNS
SHALL INCLUDE THE PLURAL, AND VICE VERSA.
(G)
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE
PLAN CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES, AND SUPERSEDES ALL
PRIOR AGREEMENTS AND UNDERSTANDINGS, RELATING TO THE SUBJECT MATTER OF