IN CONNECTION WITH THE GRANTEE'S TERMINATION OF
EMPLOYMENT, THE SETTLEMENT OF THE GRANTEE'S RESTRICTED STOCK SHALL NOT BE MADE
BEFORE THE FIRST BUSINESS DAY THAT IS SIX MONTHS AND ONE DAY AFTER THE DATE OF
THE GRANTEE'S TERMINATION OF EMPLOYMENT (OR, IF EARLIER, UPON DEATH) IF THE
COMMITTEE REASONABLY BELIEVES THE GRANTEE IS A "SPECIFIED EMPLOYEE" (WITHIN THE
MEANING OF SECTION 409A OF THE CODE) AND THE RESTRICTED STOCK IS SUBJECT TO
SECTION 409A(A)(2)(B) OF THE CODE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THE PLAN OR THIS AGREEMENT, THE COMMITTEE MAY IN ITS ABSOLUTE DISCRETION ALTER
OR AMEND ANY OF THE PROVISIONS OF THIS AGREEMENT IF SUCH ALTERATION OR AMENDMENT
WOULD BE REQUIRED TO COMPLY WITH SECTION 409A OF THE CODE OR ANY REGULATIONS
PROMULGATED THEREUNDER.
7.
MISCELLANEOUS.
(A)
BINDING EFFECT; BENEFITS.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE
TO THE BENEFIT OF THE PARTIES TO THIS AGREEMENT AND THEIR RESPECTIVE SUCCESSORS
AND ASSIGNS.
NOTHING IN THIS AGREEMENT, EXPRESS OR IMPLIED, IS INTENDED OR
SHALL BE CONSTRUED TO GIVE ANY PERSON OTHER THAN THE PARTIES TO THIS AGREEMENT
OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS ANY LEGAL OR EQUITABLE RIGHT, REMEDY
OR CLAIM UNDER OR IN RESPECT OF ANY AGREEMENT OR ANY PROVISION CONTAINED HEREIN.
(B)
AMENDMENT.
THIS AGREEMENT MAY NOT BE AMENDED, MODIFIED OR SUPPLEMENTED
ORALLY, BUT ONLY BY A WRITTEN INSTRUMENT EXECUTED BY THE GRANTEE AND THE
COMPANY.
(C)
ASSIGNABILITY.
NEITHER THIS AGREEMENT NOR ANY RIGHT, REMEDY, OBLIGATION OR
LIABILITY ARISING HEREUNDER OR BY REASON HEREOF SHALL BE ASSIGNABLE BY THE
COMPANY OR GRANTEE WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY;
PROVIDED THAT THE COMPANY
3
MAY ASSIGN ALL OR ANY PORTION OF ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT
TO ONE OR MORE PERSONS OR OTHER ENTITIES DESIGNATED BY IT.
(D)
APPLICABLE LAW.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO PRINCIPLES
OF CONFLICT OF LAWS WHICH WOULD REQUIRE APPLICATION OF THE LAW OF ANOTHER
JURISDICTION, EXCEPT TO THE EXTENT THAT THE CORPORATE LAW OF THE STATE OF
DELAWARE SPECIFICALLY AND MANDATORILY APPLIES.
(E)
SEVERABILITY; BLUE PENCIL.
IN THE EVENT THAT ANY ONE OR MORE OF THE
PROVISIONS OF THIS AGREEMENT SHALL BE OR BECOME INVALID, ILLEGAL OR
UNENFORCEABLE IN ANY RESPECT, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE
REMAINING PROVISIONS CONTAINED HEREIN SHALL NOT BE AFFECTED THEREBY.
IF, IN THE
OPINION OF ANY COURT OF COMPETENT JURISDICTION SUCH COVENANTS ARE NOT REASONABLE
IN ANY RESPECT, SUCH COURT SHALL HAVE THE RIGHT, POWER AND AUTHORITY TO EXCISE
OR MODIFY SUCH PROVISION OR PROVISIONS OF THESE COVENANTS AS TO THE COURT SHALL
APPEAR NOT REASONABLE AND TO ENFORCE THE REMAINDER OF THESE COVENANTS AS SO
AMENDED.
(F)
CONSENT TO ELECTRONIC DELIVERY.
BY EXECUTING THIS AGREEMENT, GRANTEE
HEREBY CONSENTS TO THE DELIVERY OF INFORMATION (INCLUDING, WITHOUT LIMITATION,
INFORMATION REQUIRED TO BE DELIVERED TO THE GRANTEE PURSUANT TO APPLICABLE
SECURITIES LAWS) REGARDING THE COMPANY AND THE SUBSIDIARIES, THE PLAN, AND THE
RESTRICTED STOCK VIA