AND AGREEMENTS OF
THE COMPANY AND GRANTEE WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND MAY NOT
BE MODIFIED ADVERSELY TO THE GRANTEE'S INTEREST EXCEPT BY MEANS OF A WRITING
SIGNED BY THE COMPANY AND GRANTEE.
THIS AGREEMENT IS GOVERNED BY THE LAWS OF
THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
23.
NOTICES.
ANY NOTICE, DEMAND OR REQUEST REQUIRED OR PERMITTED TO
BE GIVEN BY EITHER THE COMPANY OR THE GRANTEE PURSUANT TO THE TERMS OF THIS
AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED GIVEN ON THE DATE AND AT THE
TIME DELIVERED VIA PERSONAL, COURIER OR RECOGNIZED OVERNIGHT DELIVERY SERVICE
OR, IF SENT VIA TELECOPIER, ON THE DATE AND AT THE TIME TELECOPIED WITH
CONFIRMATION OF DELIVERY OR, IF MAILED, ON THE DATE FIVE (5) DAYS AFTER THE DATE
OF THE MAILING (WHICH SHALL BE BY REGULAR, REGISTERED OR CERTIFIED MAIL).
DELIVERY OF A NOTICE BY TELECOPY (WITH CONFIRMATION) SHALL BE PERMITTED AND
SHALL BE CONSIDERED DELIVERY OF A NOTICE NOTWITHSTANDING THAT IT IS NOT AN
ORIGINAL THAT IS RECEIVED.
IF DIRECTED TO THE GRANTEE, ANY SUCH NOTICE, DEMAND
OR REQUEST SHALL BE SENT TO THE ADDRESS INDICATED AT THE END OF THIS AGREEMENT,
OR TO SUCH OTHER ADDRESS AS THE GRANTEE MAY HEREAFTER SPECIFY IN WRITING.
IF
DIRECTED TO THE COMPANY, ANY SUCH NOTICE, DEMAND OR REQUEST SHALL BE SENT TO THE
COMPANY'S PRINCIPAL EXECUTIVE OFFICE, C/O THE COMPANY'S SECRETARY, OR TO SUCH
OTHER ADDRESS OR PERSON AS THE COMPANY MAY HEREAFTER SPECIFY IN WRITING.
24.
MISCELLANEOUS.
A.
THE RIGHTS AND BENEFITS OF THE COMPANY UNDER THIS
AGREEMENT SHALL BE TRANSFERABLE TO ANY ONE OR MORE PERSONS OR ENTITIES, AND ALL
COVENANTS AND AGREEMENTS HEREUNDER SHALL INURE TO THE BENEFIT OF, AND BE
ENFORCEABLE BY THE COMPANY'S SUCCESSORS AND ASSIGNS.
THE RIGHTS AND OBLIGATIONS
OF THE GRANTEE UNDER THIS AGREEMENT MAY ONLY BE ASSIGNED WITH THE PRIOR WRITTEN
CONSENT OF THE COMPANY.
B.
EITHER PARTY'S FAILURE TO ENFORCE ANY PROVISION
OR PROVISIONS OF THIS AGREEMENT SHALL NOT IN ANY WAY BE CONSTRUED AS A WAIVER OF
ANY SUCH PROVISION OR PROVISIONS, NOR PREVENT THAT PARTY THEREAFTER FROM
ENFORCING EACH AND EVERY OTHER PROVISION OF THIS AGREEMENT.
THE RIGHTS GRANTED
BOTH PARTIES HEREIN ARE CUMULATIVE AND SHALL NOT CONSTITUTE A WAIVER OF EITHER
PARTY'S RIGHT TO ASSERT ALL OTHER LEGAL REMEDIES AVAILABLE TO IT UNDER THE
CIRCUMSTANCES.
C.
THIS AGREEMENT MAY BE EXECUTED, INCLUDING
EXECUTION BY FACSIMILE SIGNATURE, IN ONE OR MORE COUNTERPARTS, EACH OF WHICH
SHALL BE DEEMED AN ORIGINAL, AND ALL OF WHICH TOGETHER SHALL BE DEEMED TO BE ONE
AND THE SAME INSTRUMENT.
[SIGNATURE PAGE FOLLOWS]
5
NAV TEQ CORPORATION:
GRANTEE:
By
Signed
Judson Green
Name
Print Name
Residence Address
City, State Zip, Country
BY YOUR SIGNATURE, YOU HEREBY AGREE THAT THE RESTRICTED UNITS
ARE AWARDED UNDER AND GOVERNED BY THE TERMS AND CONDITIONS OF THE PLAN AND THIS
AGREEMENT.
IN ADDITION, YOUR SIGNATURE BELOW EVIDENCES YOUR ACKNOWLEDGMENT THAT
YOU HAVE REVIEWED THE PLAN AND THIS AGREEMENT IN