SHARES, TO
PURCHASE SUCH SHARES FROM THE OWNER THEREOF OR HIS TRANSFEREE AT ANY TIME BEFORE
OR AFTER THE TRANSFER, AS PROVIDED IN SECTION 7 HEREOF.
IT IS EXPRESSLY
UNDERSTOOD AND AGREED THAT THE RESTRICTIONS ON TRANSFER IMPOSED BY THIS
AGREEMENT SHALL APPLY NOT ONLY TO VOLUNTARY TRANSFERS BUT ALSO TO INVOLUNTARY
TRANSFERS, BY OPERATION OF LAW OR OTHERWISE.
THE GRANTEE SHALL PAY ALL LEGAL
FEES AND EXPENSES OF THE COMPANY ARISING OUT OF OR RELATING TO ANY PURPORTED
SALE, ASSIGNMENT OR TRANSFER OF ANY RESTRICTED STOCK UNITS OR RSU SHARES IN
VIOLATION OF THIS AGREEMENT.
8
12.
LEGENDS.
THE CERTIFICATES REPRESENTING ANY
RSU SHARES TO BE ISSUED TO THE GRANTEE SHALL HAVE ENDORSED THEREON, IN ADDITION
TO ANY OTHER LEGENDS THEREON, LEGENDS SUBSTANTIALLY IN THE FOLLOWING FORM:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE CORPORATION'S
RIGHT OF FIRST REFUSAL, AS SET FORTH IN A RESTRICTED STOCK UNIT AGREEMENT
BETWEEN THE CORPORATION AND THE REGISTERED HOLDER HEREOF, A COPY OF WHICH WILL
BE PROVIDED TO THE HOLDER HEREOF BY THE CORPORATION UPON WRITTEN REQUEST AND
WITHOUT CHARGE.
13.
SEVERABILITY.
IF ANY PROVISION OF THIS
AGREEMENT SHALL BE DETERMINED TO BE INVALID, ILLEGAL OR OTHERWISE UNENFORCEABLE
BY ANY COURT OF COMPETENT JURISDICTION, THE VALIDITY, LEGALITY AND
ENFORCEABILITY OF THE OTHER PROVISIONS OF THIS AGREEMENT SHALL NOT BE AFFECTED
THEREBY.
ANY INVALID, ILLEGAL OR UNENFORCEABLE PROVISION OF THIS AGREEMENT
SHALL BE SEVERABLE, AND AFTER ANY SUCH SEVERANCE, ALL OTHER PROVISIONS HEREOF
SHALL REMAIN IN FULL FORCE AND EFFECT.
14.
EQUITABLE RELIEF.
THE GRANTEE ACKNOWLEDGES
THAT MONEY DAMAGES ALONE WILL NOT ADEQUATELY COMPENSATE THE COMPANY FOR BREACH
OF ANY OF THE GRANTEE'S COVENANTS AND AGREEMENTS HEREIN AND, THEREFORE, AGREES
THAT IN THE EVENT OF THE BREACH OR THREATENED BREACH OF ANY SUCH COVENANT OR
AGREEMENT, IN ADDITION TO ALL OTHER REMEDIES AVAILABLE TO THE COMPANY, AT LAW,
IN EQUITY OR OTHERWISE, THE COMPANY SHALL BE ENTITLED TO INJUNCTIVE RELIEF
COMPELLING SPECIFIC PERFORMANCE OF, OR OTHER COMPLIANCE WITH, THE TERMS HEREOF.
15.
TAX MATTERS.
(A)
THE GRANTEE WILL BE LIABLE FOR ANY AND ALL
TAXES, INCLUDING, WITHOUT LIMITATION, WITHHOLDING TAXES, ARISING OUT OF THE
GRANT OR VESTING OF THE RESTRICTED STOCK UNITS OR THE ISSUANCE OF ANY RSU SHARES
HEREUNDER.
THE COMPANY INTENDS TO MEET ITS MINIMUM TAX WITHHOLDING OBLIGATION
BY WITHHOLDING FROM THE RSU SHARES TO BE ISSUED TO THE GRANTEE, AND THE GRANTEE
ACKNOWLEDGES AND AGREES THAT SUCH WITHHOLDING MAY OCCUR.
(B)
THE GRANTEE WILL PROVIDE THE COMPANY WITH
ALL INFORMATION THAT THE COMPANY SHALL REQUEST IN CONNECTION WITH THE GRANTEE'S
RECEIPT OF THE RESTRICTED STOCK UNITS, AND ANY SUBSEQUENT DISPOSITION(S) THEREOF
IN ORDER FOR THE COMPANY TO SATISFY TAX, ACCOUNTING AND SECURITIES LAWS
REPORTING AND OTHER REGULATORY REQUIREMENTS.
INFORMATION WITH RESPECT TO
DISPOSITION(S) OF RESTRICTED STOCK UNITS SHOULD BE DELIVERED TO THE COMPANY
BEFORE THE END OF THE MONTH WITHIN WHICH THEY OCCURRED.
INFORMATION SHOULD BE
PROVIDED TO THE ATTENTION OF THE COMPANY'S GENERAL COUNSEL OR, IN HIS ABSENCE,
TO ITS CHIEF FINANCIAL OFFICER.
(C)
ANY OTHER