ENABLE THE
CORPORATION OR ANY OF THE SUBSIDIARIES TO SECURE A PATENT, COPYRIGHT OR ANY
OTHER INTELLECTUAL PROPERTY RIGHTS WHERE APPROPRIATE IN THE UNITED STATES AND IN
FOREIGN COUNTRIES.
5
(E)
RELIEF WITH RESPECT TO VIOLATIONS OF COVENANTS.
FAILURE TO COMPLY
WITH THE PROVISIONS OF THIS SECTION 8 AT ANY POINT BEFORE THE RESTRICTED STOCK
UNITS COVERED BY THE AWARD ARE SETTLED IN ACCORDANCE WITH SECTION 6 OF THIS
AGREEMENT SHALL CAUSE SUCH RESTRICTED STOCK UNITS TO BE CANCELLED AND RESCINDED
WITHOUT ANY PAYMENT THEREFOR.
FOR THE AVOIDANCE OF DOUBT, FOLLOWING A FAILURE
TO COMPLY WITH THIS SECTION 8, ALL SHARES OF STOCK IN RESPECT OF ANY PORTION OF
THE RESTRICTED STOCK UNITS COVERED BY THE AWARD FOR WHICH DELIVERY HAS BEEN
DEFERRED UNDER THE DEFERRED COMPENSATION PLAN IN ACCORDANCE WITH SECTION 2
HEREOF SHALL BE FORFEITED, AND ACCORDINGLY THE PARTICIPANT SHALL HAVE NO FURTHER
RIGHT TO DELIVERY OR PAYMENT IN RESPECT OF ANY SUCH SHARES.
IN THE EVENT THAT
ALL OR ANY PORTION OF THE RESTRICTED STOCK UNITS COVERED BY THIS AWARD SHALL
HAVE BEEN SETTLED IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT WITHIN TWELVE
(12) MONTHS OF THE DATE ON WHICH ANY BREACH BY THE PARTICIPANT OF ANY OF THE
PROVISIONS OF THIS SECTION 8 SHALL HAVE FIRST OCCURRED, THE COMMITTEE MAY
REQUIRE THAT THE PARTICIPANT REPAY (WITH APPRECIATION (IF ANY), DETERMINED UP TO
THE DATE REPAYMENT IS MADE), AND THE PARTICIPANT SHALL PROMPTLY REPAY, TO THE
CORPORATION THE FAIR MARKET VALUE OF ANY STOCK CONVEYED TO THE PARTICIPANT
WITHIN SUCH PERIOD IN RESPECT OF SUCH RESTRICTED STOCK UNITS.
ADDITIONALLY, THE
PARTICIPANT AGREES THAT THE CORPORATION SHALL BE ENTITLED TO AN INJUNCTION,
RESTRAINING ORDER OR SUCH OTHER EQUITABLE RELIEF RESTRAINING THE PARTICIPANT
FROM COMMITTING ANY VIOLATION OF THE COVENANTS OR OBLIGATIONS CONTAINED IN THIS
SECTION 8.
THESE RESCISSION RIGHTS AND INJUNCTIVE REMEDIES ARE CUMULATIVE AND
ARE IN ADDITION TO ANY OTHER RIGHTS AND REMEDIES THE CORPORATION MAY HAVE AT LAW
OR IN EQUITY.
THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE COVENANTS AND
OBLIGATIONS IN THIS SECTION 8 RELATE TO SPECIAL, UNIQUE AND EXTRAORDINARY
MATTERS AND THAT A VIOLATION OR THREATENED VIOLATION OF ANY OF THE TERMS OF SUCH
COVENANTS OR OBLIGATIONS WILL CAUSE THE CORPORATION AND THE SUBSIDIARIES
IRREPARABLE INJURY FOR WHICH ADEQUATE REMEDIES ARE NOT AVAILABLE AT LAW.
(F)
REFORMATION.
THE PARTICIPANT AGREES THAT THE PROVISIONS OF THIS
SECTION 8 ARE NECESSARY AND REASONABLE TO PROTECT THE CORPORATION IN THE CONDUCT
OF ITS BUSINESS.
IF ANY RESTRICTION CONTAINED IN THIS SECTION 8 SHALL BE DEEMED
TO BE INVALID, ILLEGAL OR UNENFORCEABLE BY REASON OF THE EXTENT, DURATION OR
GEOGRAPHICAL SCOPE HEREOF, OR OTHERWISE, THEN THE COURT MAKING SUCH
DETERMINATION SHALL HAVE THE RIGHT TO REDUCE SUCH EXTENT, DURATION, GEOGRAPHICAL
SCOPE OR OTHER PROVISIONS HEREOF, AND IN ITS REDUCED FORM SUCH RESTRICTION SHALL
THEN BE ENFORCEABLE IN THE MANNER CONTEMPLATED HEREBY.
9.
Withholding.
At the Committee's discretion, the Participant
shall be required to either pay to the Corporation the amount of any taxes
required by law