OR PREFERRED POSITION
WITH RESPECT THERETO. NOTHING IN THIS AGREEMENT OR THE PLAN SHALL BE DEEMED TO
CREATE AN ESCROW, TRUST, CUSTODIAL ACCOUNT OR FIDUCIARY RELATIONSHIP OF ANY
KIND.
10.
NON-ASSIGNABILITY, ETC.
THE PARTICIPANT'S RIGHTS UNDER THIS
AGREEMENT, INCLUDING, WITHOUT LIMITATION, RIGHTS TO RSUS, ARE NOT ASSIGNABLE OR
TRANSFERABLE EXCEPT UPON THE PARTICIPANT'S DEATH TO A BENEFICIARY DESIGNATED BY
THE PARTICIPANT IN A WRITTEN BENEFICIARY DESIGNATION FILED WITH THE COMPANY OR,
IF NO DULY DESIGNATED BENEFICIARY SHALL SURVIVE THE PARTICIPANT, PURSUANT TO THE
PARTICIPANT'S WILL AND/OR BY THE LAWS OF DESCENT AND DISTRIBUTION. ANY AND ALL
SUCH RIGHTS SHALL NOT BE SUBJECT TO ANTICIPATION, ALIENATION, SALE, TRANSFER,
ENCUMBRANCE EXCEPT AS OTHERWISE EXPRESSLY PERMITTED HEREIN.
11.
SECURITIES LAWS; INSIDER TRADING. THE COMMITTEE MAY FROM TIME TO
TIME IMPOSE ANY CONDITIONS ON THE RSUS AND SHARES OF COMMON STOCK AS IT DEEMS
NECESSARY OR ADVISABLE TO ENSURE THAT THE PLAN, THIS AGREEMENT AND THE ISSUANCE
AND RESALE OR ANY SECURITIES COMPLY WITH ALL APPLICABLE SECURITIES LAWS,
INCLUDING WITHOUT LIMITATION RULE 16B-3 UNDER THE EXCHANGE ACT AND THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). SUCH CONDITIONS MAY
INCLUDE, AMONG OTHER THINGS, THE REQUIREMENT THAT CERTIFICATES FOR SHARES OF
COMMON STOCK TO BE ISSUED TO THE PARTICIPANT HEREUNDER CONTAIN A RESTRICTIVE
LEGEND IN SUCH FORM AND SUBSTANCE AS MAY BE DETERMINED BY THE COMMITTEE. WITHOUT
LIMITING THE FOREGOING, IT IS UNDERSTOOD THAT AFFILIATES OF THE COMPANY MAY
RESELL COMMON STOCK ONLY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, PURSUANT TO RULE 144 UNDER THE SECURITIES ACT, OR PURSUANT
TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THE PARTICIPANT
UNDERSTANDS AND AGREES THAT ANY AND ALL TRANSACTIONS INVOLVING SHARES OF COMMON
STOCK OR OTHER SECURITIES OF THE COMPANY MUST COMPLY WITH APPLICABLE LAWS,
RULES, REGULATIONS AND POLICIES, INCLUDING BUT NOT LIMITED TO THE COMPANY'S
POLICY REGARDING INSIDER TRADING, WHICH POLICY, AMONG OTHER THINGS,
4
PROHIBITS TRANSACTIONS INVOLVING SHARES OF COMMON STOCK OR OTHER SECURITIES OF
THE COMPANY BY INDIVIDUALS WHO HAVE MATERIAL NON-PUBLIC INFORMATION RELATING TO
THE COMPANY.
12.
MECHANICS; APPLICABLE LAW; ENTIRE AGREEMENT.
THIS AGREEMENT SHALL
BECOME VALID AND BINDING ON THE PARTIES, EFFECTIVE AS OF THE GRANT DATE, WHEN
ACCEPTED BY THE PARTICIPANT VIA THE WEBSITE OPERATED BY THE ADMINISTRATOR.
THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK (OTHER THAN THE CONFLICT OF LAWS PROVISIONS THEREOF).
THIS
AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO
THE SUBJECT MATTER HEREOF AND CONTROLS AND SUPERSEDES ANY PRIOR UNDERSTANDINGS,
AGREEMENTS OR REPRESENTATIONS BY OR BETWEEN THE PARTIES, WRITTEN OR ORAL WITH
RESPECT TO ITS SUBJECT MATTER, INCLUDING BUT NOT LIMITED TO THE PROVISIONS OF
ANY AND ALL EMPLOYMENT AGREEMENTS AND OFFER LETTERS (SUCH AS TERMS PROVIDING FOR
ACCELERATION OR OTHER ENHANCEMENT TO RESTRICTED STOCK OR OTHER EQUITY INTERESTS
IN THE EVENT OF THE OCCURRENCE OF SPECIFIED EVENTS), EXCEPT AND ONLY TO THE
EXTENT OF ANY RIGHTS OF THE COMPANY OR ITS AFFILIATES RELATING TO