TO INDEMNIFY OR
OTHERWISE HOLD YOU HARMLESS FROM ANY OR ALL OF SUCH TAXES.
THE COMMITTEE SHALL
HAVE THE DISCRETION TO UNILATERALLY MODIFY THIS AWARD IN A MANNER (I) THAT IT IN
GOOD FAITH BELIEVES CONFORMS WITH THE REQUIREMENTS OF SECTION 409A OF THE CODE
AND (II) FOR ANY DISTRIBUTION EVENT THAT COULD BE EXPECTED TO VIOLATE
SECTION 409A OF THE CODE, IN ORDER TO MAKE THE DISTRIBUTION ONLY UPON A
"PERMISSIBLE DISTRIBUTION EVENT" WITHIN THE MEANING OF SECTION 409A OF THE CODE
(AS DETERMINED BY THE COMMITTEE IN GOOD FAITH).
THE COMMITTEE SHALL HAVE THE
SOLE DISCRETION TO INTERPRET THE REQUIREMENTS OF THE CODE, INCLUDING
SECTION 409A, FOR PURPOSES OF THE PLAN AND THIS AWARD.
(B)
CONSENTS.
YOUR RIGHTS IN RESPECT OF PERFORMANCE AWARDS ARE CONDITIONED ON
THE RECEIPT TO THE FULL SATISFACTION OF THE COMMITTEE OF (I) ANY REQUIRED
CONSENTS THAT THE COMMITTEE MAY DETERMINE TO BE NECESSARY OR ADVISABLE
(INCLUDING, WITHOUT LIMITATION, YOUR CONSENTING TO THE COMPANY'S SUPPLYING TO
ANY THIRD PARTY RECORDKEEPER OF THE PLAN SUCH PERSONAL INFORMATION AS THE
COMMITTEE DEEMS ADVISABLE TO ADMINISTER THE PLAN) AND (II) YOUR MAKING OR
ENTERING INTO SUCH WRITTEN REPRESENTATIONS, WARRANTIES AND AGREEMENTS IN
CONNECTION WITH THE ACQUISITION OF ANY SHARES PURSUANT TO THIS AWARD AS THE
COMMITTEE MAY REQUEST IN ORDER TO COMPLY WITH APPLICABLE SECURITIES LAWS OR THIS
AWARD.
(C)
STOP TRANSFER ORDERS AND LEGENDS.
ALL CERTIFICATES FOR SHARES OR OTHER
SECURITIES OF THE COMPANY OR ANY AFFILIATE DELIVERED UNDER THE PLAN PURSUANT TO
THIS AWARD SHALL BE SUBJECT TO SUCH STOP TRANSFER ORDERS AND OTHER RESTRICTIONS
AS THE COMMITTEE MAY DEEM ADVISABLE UNDER THE PLAN OR THE RULES, REGULATIONS,
AND OTHER REQUIREMENTS OF THE SEC, ANY STOCK EXCHANGE UPON WHICH SUCH SHARES OR
OTHER SECURITIES ARE THEN LISTED, AND ANY FEDERAL OR STATE LAWS, AND THE
COMMITTEE MAY CAUSE A LEGEND OR LEGENDS TO BE PUT ON ANY SUCH CERTIFICATES TO
MAKE APPROPRIATE REFERENCE TO SUCH RESTRICTIONS.
SECTION 11.
COMMITTEE DISCRETION.
THE COMMITTEE SHALL HAVE FULL AND PLENARY
DISCRETION WITH RESPECT TO ANY ACTIONS TO BE TAKEN OR DETERMINATIONS TO BE MADE
IN CONNECTION WITH THIS AWARD AGREEMENT, AND ITS DETERMINATIONS SHALL BE FINAL,
BINDING AND CONCLUSIVE.
6
SECTION 12.
CONFIDENTIALITY.
YOU HEREBY AGREE TO KEEP CONFIDENTIAL, AND TO NOT
DISCLOSE TO ANYONE, THE EXISTENCE AND TERMS OF THIS AWARD AGREEMENT (INCLUDING
THE PERFORMANCE GOALS SET FORTH ON EXHIBIT A), EXCEPT TO YOUR IMMEDIATE FAMILY
AND YOUR FINANCIAL AND LEGAL ADVISORS, OR AS MAY BE REQUIRED BY LAW OR ORDERED
BY A COURT WITH VALID JURISDICTION OVER SUCH MATTER.
YOU FURTHER AGREE THAT ANY
DISCLOSURE TO YOUR IMMEDIATE FAMILY AND YOUR FINANCIAL AND LEGAL ADVISORS WILL
ONLY BE MADE AFTER SUCH INDIVIDUALS OR ENTITIES ACKNOWLEDGE AND AGREE TO
MAINTAIN THE CONFIDENTIALITY OF THIS AWARD AGREEMENT AND ITS TERMS.
SECTION 13.
APPLICABLE LAW.
THE VALIDITY, CONSTRUCTION, INTERPRETATION AND
EFFECT OF THIS AWARD AGREEMENT SHALL BE GOVERNED BY AND DETERMINED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CONFLICT OF