NOTICE SHALL BE DEEMED TO BE DULY GIVEN IF AND WHEN PROPERLY ADDRESSED AND
POSTED BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID.
13.
INCORPORATION OF PLAN BY REFERENCE.
THIS AWARD IS GRANTED
PURSUANT TO THE TERMS OF THE PLAN, THE TERMS OF WHICH ARE INCORPORATED HEREIN BY
REFERENCE, AND THIS AWARD SHALL IN ALL RESPECTS BE INTERPRETED IN
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ACCORDANCE WITH THE PLAN.
THE COMMITTEE SHALL INTERPRET AND CONSTRUE THE PLAN
AND THIS AGREEMENT AND ITS INTERPRETATIONS AND DETERMINATIONS SHALL BE
CONCLUSIVE AND BINDING ON THE PARTIES HERETO AND ANY OTHER PERSON CLAIMING AN
INTEREST HEREUNDER, WITH RESPECT TO ANY ISSUE ARISING HEREUNDER OR THEREUNDER.
IN THE EVENT OF A CONFLICT OR INCONSISTENCY BETWEEN THE TERMS AND PROVISIONS OF
THE PLAN AND THE PROVISIONS OF THIS AGREEMENT, THE PLAN SHALL GOVERN AND
CONTROL.
14.
GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS OF ALL PERSONS
CLAIMING UNDER THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
15.
MISCELLANEOUS.
THIS AGREEMENT SHALL BE BINDING UPON AND SHALL
INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
PERMITTED ASSIGNS.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE MODIFIED OTHER
THAN BY WRITTEN INSTRUMENT EXECUTED BY THE PARTIES.
THE ISSUANCE OF THE AWARDS
OR UNRESTRICTED SHARES PURSUANT TO THIS AGREEMENT SHALL BE SUBJECT TO, AND SHALL
COMPLY WITH, ANY APPLICABLE REQUIREMENTS OF ANY FOREIGN AND U.S. FEDERAL AND
STATE SECURITIES LAWS, RULES AND REGULATIONS (INCLUDING, WITHOUT LIMITATION, THE
PROVISIONS OF THE SECURITIES ACT, THE EXCHANGE ACT AND IN EACH CASE ANY
RESPECTIVE RULES AND REGULATIONS PROMULGATED THEREUNDER) AND ANY OTHER LAW OR
REGULATION APPLICABLE THERETO.
THE COMPANY SHALL NOT BE OBLIGATED TO ISSUE ANY
SHARES PURSUANT TO THIS AGREEMENT IF ANY SUCH ISSUANCE WOULD VIOLATE ANY SUCH
REQUIREMENTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, EACH
OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL OF WHICH SHALL CONSTITUTE
ONE AND THE SAME INSTRUMENT.
16.
CONSENT.
BY SIGNING THIS AGREEMENT, THE GRANTEE ACKNOWLEDGES
AND AGREES THAT:
(A)
THE COMPANY AND THE COMPANY'S AFFILIATES ARE PERMITTED TO
HOLD AND PROCESS PERSONAL (AND SENSITIVE) INFORMATION AND DATA ABOUT THE GRANTEE
AS PART OF ITS PERSONNEL AND OTHER BUSINESS RECORDS AND MAY USE SUCH INFORMATION
IN THE COURSE OF SUCH ENTITY'S BUSINESS.
(B)
IN THE EVENT THAT DISCLOSURE IS REQUIRED FOR THE PROPER
CONDUCT OF THE BUSINESS (AS DETERMINED BY THE COMPANY AND THE COMPANY'S
AFFILIATES), THE COMPANY AND THE COMPANY'S AFFILIATES MAY DISCLOSE THE
INFORMATION REFERENCED IN SECTION 16(A) TO THIRD PARTIES, INCLUDING WHEN SUCH
ENTITIES ARE SITUATED OUTSIDE THE EUROPEAN ECONOMIC AREA.
(C)
THIS SECTION 16 APPLIES TO INFORMATION HELD, USED OR
DISCLOSED IN ANY MEDIUM.
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Grantee:
"Participant Name"
Grant Date:
"grant date"
IN WITNESS WHEREOF, the Company has caused this Award to be executed
under its corporate seal by its duly authorized officer.
This Award shall take