or appropriate to preserve the
intended tax treatment of the Restricted Stock Unit and/or (b) take such other
actions as the Committee or authorized officer determines to be necessary or
appropriate to comply with the requirements of Section 409A of the Code and
related Department of Treasury guidance, including such Department of Treasury
guidance and other interpretive materials as may be issued after the date on
which such Restricted Stock Unit was awarded, but only to the extent permitted
under Code Section 409A and regulations and guidance thereunder.
SECTION 5.
MISCELLANEOUS PROVISIONS.
(A)
RIGHTS AS A SHAREHOLDER.
NEITHER THE GRANTEE NOR THE
GRANTEE'S PERSONAL REPRESENTATIVE OR PERMITTED TRANSFEREE SHALL HAVE ANY RIGHTS
AS A SHAREHOLDER WITH RESPECT TO ANY UNIT SHARES UNTIL THE GRANTEE OR HIS OR HER
PERSONAL REPRESENTATIVE OR PERMITTED TRANSFEREE BECOMES ENTITLED TO RECEIVE SUCH
UNIT SHARES PURSUANT TO THIS AGREEMENT, THE PLAN AND THE APPLICABLE RESTRICTED
STOCK UNIT AWARD NOTICE, AND ANY SUCH RIGHT SHALL ALSO BE SUBJECT TO SUBSECTIONS
2(G) AND 3(C) ABOVE.
(B)
TENURE.
NOTHING IN THE RESTRICTED STOCK UNIT AWARD NOTICE,
THIS AGREEMENT OR IN THE PLAN SHALL CONFER UPON THE GRANTEE ANY RIGHT TO
CONTINUE IN THE COMPANY'S SERVICE FOR ANY PERIOD OF SPECIFIC DURATION OR
INTERFERE WITH OR OTHERWISE RESTRICT IN ANY WAY THE RIGHTS OF THE COMPANY (OR
ANY PARENT OR SUBSIDIARY EMPLOYING OR RETAINING THE GRANTEE) OR OF THE GRANTEE,
WHICH RIGHTS ARE HEREBY EXPRESSLY RESERVED BY EACH, TO TERMINATE HIS OR HER
SERVICE AT ANY TIME AND FOR ANY REASON, WITH OR WITHOUT CAUSE.
(C)
NOTIFICATION.
ANY NOTIFICATION REQUIRED BY THE TERMS OF
THIS AGREEMENT SHALL BE GIVEN IN WRITING AND SHALL BE DEEMED EFFECTIVE UPON
PERSONAL DELIVERY TO THE PRESIDENT, TREASURER, GENERAL COUNSEL, SECRETARY OR ANY
ASSISTANT SECRETARY OF THE COMPANY OR FIVE BUSINESS DAYS UPON DEPOSIT WITH THE
UNITED STATES POSTAL SERVICE, BY REGISTERED OR CERTIFIED MAIL, WITH POSTAGE AND
FEES PREPAID ADDRESSED TO THE COMPANY.
A NOTICE SHALL BE ADDRESSED TO THE
COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, MARKED TO THE ATTENTION OF THE
CORPORATE SECRETARY, AND TO THE GRANTEE AT THE ADDRESS THAT HE OR SHE MOST
RECENTLY PROVIDED TO THE COMPANY.
(D)
ENTIRE AGREEMENT.
THIS AGREEMENT, ANY RELATED RESTRICTED
STOCK UNIT AWARD NOTICE AND THE PLAN CONSTITUTE THE ENTIRE CONTRACT BETWEEN THE
PARTIES HERETO WITH REGARD TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY OTHER
AGREEMENTS, REPRESENTATIONS OR UNDERSTANDINGS (WHETHER ORAL OR WRITTEN AND
WHETHER EXPRESS OR IMPLIED) WHICH RELATE TO THE SUBJECT MATTER HEREOF.
9
(E)
WAIVER.
NO WAIVER OF ANY BREACH OR CONDITION OF THIS
AGREEMENT SHALL BE DEEMED TO BE A WAIVER OF ANY OTHER OR SUBSEQUENT BREACH OR
CONDITION WHETHER OF LIKE OR DIFFERENT NATURE.
(F)SUCCESSORS AND ASSIGNS.
THE PROVISIONS OF THIS AGREEMENT SHALL INURE TO THE
BENEFIT OF, AND BE BINDING UPON, THE COMPANY AND ITS SUCCESSORS AND ASSIGNS AND
UPON THE GRANTEE, THE GRANTEE'S PERSONAL REPRESENTATIVES, HEIRS, LEGATEES AND
OTHER PERMITTED TRANSFEREES, ASSIGNS AND THE LEGAL REPRESENTATIVES, HEIRS AND
LEGATEES OF THE GRANTEE'S ESTATE, WHETHER OR