ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF
OTHER THAN BY WILL OR THE LAWS OF DESCENT AND DISTRIBUTION.
ALL RIGHTS WITH
RESPECT TO THE AWARD SHALL BE EXERCISABLE DURING THE PARTICIPANT'S LIFETIME ONLY
BY THE PARTICIPANT OR THE PARTICIPANT'S GUARDIAN OR LEGAL REPRESENTATIVE.
11.3
FURTHER INSTRUMENTS.
THE PARTIES HERETO AGREE TO EXECUTE SUCH
FURTHER INSTRUMENTS AND TO TAKE SUCH FURTHER ACTION AS MAY REASONABLY BE
NECESSARY TO CARRY OUT THE INTENT OF THIS AWARD AGREEMENT.
11.4
BINDING EFFECT.
THIS AWARD AGREEMENT SHALL INURE TO THE BENEFIT OF
THE SUCCESSORS AND ASSIGNS OF THE COMPANY AND, SUBJECT TO THE RESTRICTIONS ON
TRANSFER SET FORTH HEREIN, BE BINDING UPON THE PARTICIPANT AND THE PARTICIPANT'S
HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS.
11.5
NOTICES.
ANY NOTICE REQUIRED TO BE GIVEN OR DELIVERED TO THE
COMPANY UNDER THE TERMS OF THIS AWARD AGREEMENT SHALL BE IN WRITING AND
ADDRESSED TO THE COMPANY AT ITS PRINCIPAL CORPORATE OFFICES.
ANY NOTICE
REQUIRED TO BE GIVEN OR DELIVERED TO THE PARTICIPANT SHALL BE IN WRITING AND
ADDRESSED TO THE PARTICIPANT AT THE ADDRESS MAINTAINED FOR THE PARTICIPANT IN
THE COMPANY'S RECORDS OR AT THE ADDRESS OF THE LOCAL OFFICE OF THE COMPANY OR OF
A SUBSIDIARY OR AFFILIATE AT WHICH THE PARTICIPANT WORKS.
11.6
CONSTRUCTION OF AWARD AGREEMENT.
THE GRANT NOTICE, THIS AWARD
AGREEMENT, AND THE RESTRICTED STOCK UNITS EVIDENCED HEREBY (I) ARE MADE AND
GRANTED PURSUANT TO THE PLAN AND ARE IN ALL RESPECTS LIMITED BY AND SUBJECT TO
THE TERMS OF THE PLAN, AND (II) CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE
PARTICIPANT AND THE COMPANY ON THE SUBJECT MATTER HEREOF AND SUPERSEDE ALL
PROPOSALS, WRITTEN OR ORAL, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES
RELATED TO THE SUBJECT MATTER.
ALL DECISIONS OF THE COMMITTEE WITH RESPECT TO
ANY QUESTION OR ISSUE ARISING UNDER THE GRANT NOTICE, THIS AWARD AGREEMENT OR
THE PLAN SHALL BE CONCLUSIVE AND BINDING ON ALL PERSONS HAVING AN INTEREST IN
THE RESTRICTED STOCK UNITS.
11.7
GOVERNING LAW.
THE INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF
THIS AWARD AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, U.S.A.
WITHOUT REGARD TO THE CONFLICT-OF-LAWS RULES THEREOF OR OF ANY OTHER
JURISDICTION.
11.8
SECTION 409A.
NOTWITHSTANDING ANY OTHER PROVISION OF THE PLAN, THIS
AWARD AGREEMENT OR THE GRANT NOTICE, THE PLAN, THIS AGREEMENT AND THE GRANT
NOTICE SHALL BE INTERPRETED IN ACCORDANCE WITH, AND INCORPORATE THE TERMS AND
CONDITIONS REQUIRED BY, CODE SECTION 409A (TOGETHER WITH ANY DEPARTMENT OF
TREASURY REGULATIONS AND OTHER INTERPRETIVE GUIDANCE ISSUED THEREUNDER,
INCLUDING WITHOUT LIMITATION ANY SUCH REGULATIONS OR OTHER GUIDANCE THAT MAY BE
ISSUED AFTER THE DATE HEREOF).
THE
7
VESTING AND SETTLEMENT OF RESTRICTED STOCK UNITS AWARDED PURSUANT TO THIS AWARD
AGREEMENT ARE INTENDED TO QUALIFY FOR THE "SHORT-TERM DEFERRAL" EXEMPTION FROM
SECTION 409A OF THE CODE.
THE COMPANY RESERVES THE RIGHT, TO THE EXTENT THE
COMPANY DEEMS NECESSARY OR ADVISABLE IN ITS SOLE DISCRETION, TO UNILATERALLY
AMEND OR MODIFY THE PLAN AND/OR THIS AWARD AGREEMENT TO ENSURE THAT THE
RESTRICTED STOCK UNITS QUALIFY FOR EXEMPTION FROM