before giving effect to
the withholding of any shares of Common Stock as permitted by the preceding
provisions of this Section 8. ] [The foregoing italicized language shall be in
the RSU Agreements of certain of RSU recipients]
9.
NOTICES. ALL NOTICES OR OTHER COMMUNICATIONS TO BE GIVEN OR
DELIVERED IN CONNECTION WITH THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE
DEEMED TO HAVE BEEN PROPERLY SERVED IF DELIVERED PERSONALLY, BY COURIER, OR BY
CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED AND FIRST CLASS POSTAGE
PREPAID, IN THE CASE OF NOTICES TO THE COMPANY, TO THE ATTENTION OF MYRON
OLESNYCKYJ, SENIOR VICE PRESIDENT AND GENERAL COUNSEL, AT THE COMPANY'S
HEADQUARTERS AT 622 THIRD AVENUE, NEW YORK, NY 10017 AND IN THE CASE OF NOTICES
TO THE PARTICIPANT, TO THE PARTICIPANT'S LAST KNOWN ADDRESS (AS NOTED IN THE
PARTICIPANT'S PERSONNEL FILE) OR SUCH OTHER ADDRESSES AS THE RECIPIENT PARTY HAS
SPECIFIED BY PRIOR WRITTEN NOTICE TO THE SENDING PARTY. ALL SUCH NOTICES AND
COMMUNICATIONS SHALL BE DEEMED RECEIVED UPON THE ACTUAL DELIVERY THEREOF IN
ACCORDANCE WITH THE FOREGOING.
10.
BINDING EFFECT; HEADINGS; STATUS. THIS AGREEMENT SHALL BE BINDING
UPON AND SHALL INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNS. THE SUBJECT HEADINGS OF SECTIONS AND
APPENDICES ARE INCLUDED FOR THE PURPOSE OF CONVENIENCE ONLY AND SHALL NOT AFFECT
THE CONSTRUCTION OR INTERPRETATION OF ANY OF THE PROVISIONS OF THIS AGREEMENT.
THE PARTICIPANT'S RIGHTS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION,
RIGHTS TO RSUS, SHALL AT ALL TIMES THAT SUCH RIGHTS EXIST REPRESENT A GENERAL
OBLIGATION OF THE COMPANY. THE PARTICIPANT SHALL BE A GENERAL CREDITOR OF THE
COMPANY WITH RESPECT THERETO AND SHALL NOT HAVE A SECURED 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.
5
11.
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.
12.
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. 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