SPECIFIED BY PRIOR WRITTEN
NOTICE TO THE SENDING PARTY. ALL SUCH NOTICES AND COMMUNICATIONS SHALL BE DEEMED
RECEIVED UPON THE ACTUAL DELIVERY THEREOF IN ACCORDANCE WITH THE FOREGOING.
10.
BINDING EFFECT; HEADINGS; STATUS.
THIS AGREEMENT SHALL BE BINDING
UPON AND SHALL INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNS.
THE SUBJECT HEADINGS OF SECTIONS ARE INCLUDED
FOR THE PURPOSE OF CONVENIENCE ONLY AND SHALL NOT AFFECT THE CONSTRUCTION OR
INTERPRETATION OF ANY OF THE PROVISIONS OF THIS AGREEMENT.
THE PARTICIPANT'S
RIGHTS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, RIGHTS TO RSUS,
SHALL AT ALL TIMES THAT SUCH RIGHTS EXIST REPRESENT A GENERAL OBLIGATION OF THE
COMPANY. THE PARTICIPANT
4
SHALL BE A GENERAL CREDITOR OF THE COMPANY WITH RESPECT THERETO AND SHALL NOT
HAVE A SECURED OR PREFERRED POSITION WITH RESPECT THERETO. NOTHING IN THIS
AGREEMENT OR THE PLAN SHALL BE DEEMED TO CREATE AN ESCROW, TRUST, CUSTODIAL
ACCOUNT OR FIDUCIARY RELATIONSHIP OF ANY KIND.
11.
NON-ASSIGNABILITY, ETC.
THE PARTICIPANT'S RIGHTS UNDER THIS
AGREEMENT, INCLUDING, WITHOUT LIMITATION, RIGHTS TO RSUS, ARE NOT ASSIGNABLE OR
TRANSFERABLE EXCEPT UPON THE PARTICIPANT'S DEATH TO A BENEFICIARY DESIGNATED BY
THE PARTICIPANT IN A WRITTEN BENEFICIARY DESIGNATION FILED WITH THE COMPANY OR,
IF NO DULY DESIGNATED BENEFICIARY SHALL SURVIVE THE PARTICIPANT, PURSUANT TO THE
PARTICIPANT'S WILL AND/OR BY THE LAWS OF DESCENT AND DISTRIBUTION. ANY AND ALL
SUCH RIGHTS SHALL NOT BE SUBJECT TO ANTICIPATION, ALIENATION, SALE, TRANSFER,
ENCUMBRANCE EXCEPT AS OTHERWISE EXPRESSLY PERMITTED HEREIN.
12.
SECURITIES LAWS; INSIDER TRADING. THE COMMITTEE MAY FROM TIME TO
TIME IMPOSE ANY CONDITIONS ON THE RSUS AND SHARES OF COMMON STOCK AS IT DEEMS
NECESSARY OR ADVISABLE TO ENSURE THAT THE PLAN, THIS AGREEMENT AND THE ISSUANCE
AND RESALE OR ANY SECURITIES COMPLY WITH ALL APPLICABLE SECURITIES LAWS,
INCLUDING WITHOUT LIMITATION RULE 16B-3 UNDER THE EXCHANGE ACT AND THE
SECURITIES ACT. SUCH CONDITIONS MAY INCLUDE, AMONG OTHER THINGS, THE REQUIREMENT
THAT CERTIFICATES FOR SHARES OF COMMON STOCK TO BE ISSUED TO THE PARTICIPANT
HEREUNDER CONTAIN A RESTRICTIVE LEGEND IN SUCH FORM AND SUBSTANCE AS MAY BE
DETERMINED BY THE COMMITTEE. WITHOUT LIMITING THE FOREGOING, IT IS UNDERSTOOD
THAT AFFILIATES OF THE COMPANY MAY RESELL COMMON STOCK ONLY PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, PURSUANT TO RULE 144
UNDER THE SECURITIES ACT, OR PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT. THE PARTICIPANT UNDERSTANDS AND AGREES THAT ANY AND
ALL TRANSACTIONS INVOLVING SHARES OF COMMON STOCK OR OTHER SECURITIES OF THE
COMPANY MUST COMPLY WITH APPLICABLE LAWS, RULES, REGULATIONS AND POLICIES,
INCLUDING BUT NOT LIMITED TO THE COMPANY'S POLICY REGARDING INSIDER TRADING,
WHICH POLICY, AMONG OTHER THINGS, PROHIBITS TRANSACTIONS INVOLVING SHARES OF
COMMON STOCK OR OTHER SECURITIES OF THE COMPANY BY INDIVIDUALS WHO HAVE MATERIAL
NON-PUBLIC INFORMATION RELATING TO THE COMPANY.
13.
MECHANICS; APPLICABLE LAW; ENTIRE AGREEMENT.
THIS AGREEMENT SHALL
BECOME VALID AND BINDING ON THE PARTIES WHEN ACCEPTED BY THE PARTICIPANT VIA THE
WEBSITE OPERATED BY THE THIRD PARTY ADMINISTERING THE COMPANY'S EQUITY AWARDS
PROGRAMS