EMPLOYEE TO ANY RIGHT OR BENEFIT NOT SET FORTH IN THIS
AGREEMENT OR INTERFERES WITH OR LIMITS IN ANY WAY THE RIGHT OF THE COMPANY TO
TERMINATE EMPLOYEE'S EMPLOYMENT.
5.4.
STOCKHOLDER RIGHTS.
EMPLOYEE SHALL NOT HAVE ANY STOCKHOLDER
RIGHTS (INCLUDING THE RIGHT TO DISTRIBUTIONS OR DIVIDENDS) WITH RESPECT TO ANY
SHARES SUBJECT TO THE RSUS UNTIL SUCH PERSON HAS BECOME A HOLDER OF RECORD OF
ANY SHARES ISSUED UPON VESTING, PROVIDED THAT EMPLOYEE MAY BE ENTITLED TO THE
BENEFITS SET FORTH IN SECTION 3.2 OF THIS AGREEMENT.
5.5.
EQUITABLE ADJUSTMENTS.
THE RSUS SHALL BE SUBJECT TO ADJUSTMENT AS
PROVIDED IN SECTION 5 OF THE PLAN.
5.6.
CALCULATION OF BENEFITS.
NEITHER THE RSUS NOR ANY SHARES ISSUED
PURSUANT TO VESTING OF THE RSUS SHALL BE DEEMED COMPENSATION OR TAKEN INTO
ACCOUNT FOR PURPOSES OF DETERMINING BENEFITS OR CONTRIBUTIONS UNDER ANY
RETIREMENT OR OTHER QUALIFIED OR NONQUALIFIED PLANS OF THE COMPANY OR ANY
EMPLOYMENT/SEVERANCE OR CHANGE IN CONTROL AGREEMENT TO WHICH EMPLOYEE IS A PARTY
AND SHALL NOT AFFECT ANY BENEFITS, OR CONTRIBUTIONS TO BENEFITS, UNDER ANY OTHER
BENEFIT PLAN OF ANY KIND OR ANY APPLICABLE LAW OR REGULATION NOW OR SUBSEQUENTLY
IN EFFECT UNDER WHICH THE AVAILABILITY OR AMOUNT OF BENEFITS OR CONTRIBUTIONS IS
RELATED TO LEVEL OF COMPENSATION.
IT IS SPECIFICALLY AGREED BY THE PARTIES THAT
ANY BENEFITS THAT EMPLOYEE MAY RECEIVE OR DERIVE FROM THIS AGREEMENT WILL NOT BE
CONSIDERED AS SALARY FOR CALCULATING ANY SEVERANCE PAYMENT THAT MAY BE PAYABLE
TO EMPLOYEE IN THE EVENT OF A TERMINATION OF HIS OR HER EMPLOYMENT.
5.7.
REMEDIES.
(A)
THE RIGHTS AND REMEDIES PROVIDED BY THIS AGREEMENT ARE CUMULATIVE
AND THE USE OF ANY ONE RIGHT OR REMEDY BY ANY PARTY SHALL NOT PRECLUDE OR WAIVE
ITS RIGHT TO USE ANY OR ALL OTHER REMEDIES.
THESE RIGHTS AND REMEDIES ARE GIVEN
IN ADDITION TO ANY OTHER RIGHTS THE PARTIES MAY HAVE AT LAW OR IN EQUITY.
(B)
EXCEPT WHERE A TIME PERIOD IS OTHERWISE SPECIFIED, NO DELAY ON THE
PART OF ANY PARTY IN THE EXERCISE OF ANY RIGHT, POWER, PRIVILEGE OR REMEDY
HEREUNDER SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY EXERCISE OR PARTIAL
EXERCISE OF ANY SUCH RIGHT, POWER, PRIVILEGE OR
10
REMEDY PRECLUDE ANY FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY RIGHT,
POWER, PRIVILEGE OR REMEDY.
5.8.
WAIVERS AND AMENDMENTS.
THE RESPECTIVE RIGHTS AND OBLIGATIONS OF
THE COMPANY AND EMPLOYEE UNDER THIS AGREEMENT MAY BE WAIVED (EITHER GENERALLY OR
IN A PARTICULAR INSTANCE, EITHER RETROACTIVELY OR PROSPECTIVELY, AND EITHER FOR
A SPECIFIED PERIOD OF TIME OR INDEFINITELY) BY SUCH RESPECTIVE PARTY.
THIS
AGREEMENT MAY BE AMENDED ONLY WITH THE WRITTEN CONSENT OF A DULY AUTHORIZED
REPRESENTATIVE OF EACH OF THE PARTIES HERETO.
5.9.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.
5.10.
CONSENT TO JURISDICTION.
(A)
EACH OF THE PARTIES HERETO HEREBY CONSENTS TO THE EXCLUSIVE
JURISDICTION OF ALL STATE AND FEDERAL COURTS LOCATED IN THE STATE OF ILLINOIS,
AS WELL AS TO