THE PROCEDURES OFFERED BY
THE COMPANY FOR THE SATISFACTION OF ALL FEDERAL, STATE, AND LOCAL INCOME AND
EMPLOYMENT TAX WITHHOLDING REQUIREMENTS APPLICABLE TO THE ISSUANCE OR VESTING OF
SHARES PURSUANT TO THIS AWARD OR UPON THE EARLIER TIMELY FILING OF AN
83(B) ELECTION WITH THE IRS.
THE PARTICIPANT MAY IN ITS SOLE DISCRETION
DETERMINE WHETHER THE MINIMUM REQUIRED WITHHOLDING TAXES WITH RESPECT TO THIS
AWARD, OR ANY PORTION THEREOF, WILL BE PAID BY SELLING A PORTION OF VESTED
SHARES, BY DIRECT PAYMENT FROM THE PURCHASER TO THE COMPANY, BY HAVING THE
COMPANY WITHHOLD FROM THE SHARES TO BE ISSUED UPON VESTING THAT NUMBER OF SHARES
HAVING A FAIR MARKET VALUE EQUAL TO THE MINIMUM AMOUNT REQUIRED TO BE WITHHELD
(PROVIDED THAT PURCHASER GIVES WRITTEN NOTICE TO THE COMPANY AT LEAST ONE WEEK
PRIOR TO THE VESTING DATE), BY SOME OTHER METHOD, OR BY SOME COMBINATION
THEREOF.
9.
GRANT IS NOT TRANSFERABLE.
EXCEPT TO
THE LIMITED EXTENT PROVIDED IN SECTION 6, THE UNVESTED SHARES SUBJECT TO THIS
GRANT AND THE RIGHTS AND PRIVILEGES CONFERRED HEREBY WILL NOT BE TRANSFERRED,
ASSIGNED, PLEDGED OR HYPOTHECATED IN ANY WAY (WHETHER BY OPERATION OF LAW OR
OTHERWISE) AND WILL NOT BE SUBJECT TO SALE UNDER EXECUTION, ATTACHMENT OR
SIMILAR PROCESS.
3
10.
BINDING AGREEMENT.
SUBJECT TO THE
LIMITATION ON THE TRANSFERABILITY OF THIS GRANT CONTAINED HEREIN, THIS AGREEMENT
WILL BE BINDING UPON AND INURE TO THE BENEFIT OF THE HEIRS, LEGATEES, LEGAL
REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF THE PARTIES HERETO.
11.
ADMINISTRATOR AUTHORITY.
THE ADMINISTRATOR
WILL HAVE THE POWER TO INTERPRET THE PLAN AND THIS AGREEMENT AND TO ADOPT SUCH
RULES FOR THE ADMINISTRATION, INTERPRETATION AND APPLICATION OF THE PLAN AS ARE
CONSISTENT THEREWITH AND TO INTERPRET OR REVOKE ANY SUCH RULES (INCLUDING, BUT
NOT LIMITED TO, THE DETERMINATION OF WHETHER OR NOT ANY SHARES OF RESTRICTED
STOCK HAVE VESTED).
NO MEMBER OF THE ADMINISTRATOR WILL BE PERSONALLY LIABLE
FOR ANY ACTION, DETERMINATION OR INTERPRETATION MADE IN GOOD FAITH WITH RESPECT
TO THE PLAN OR THIS AGREEMENT.
12.
ELECTRONIC DELIVERY.
THE COMPANY MAY, IN
ITS SOLE DISCRETION, DECIDE TO DELIVER ANY DOCUMENTS RELATED TO THE SHARES OF
RESTRICTED STOCK AWARDED UNDER THE PLAN OR FUTURE RESTRICTED STOCK THAT MAY BE
AWARDED UNDER THE PLAN BY ELECTRONIC MEANS OR REQUEST PARTICIPANT'S CONSENT TO
PARTICIPATE IN THE PLAN BY ELECTRONIC MEANS.
PARTICIPANT HEREBY CONSENTS TO
RECEIVE SUCH DOCUMENTS BY ELECTRONIC DELIVERY AND AGREES TO PARTICIPATE IN THE
PLAN THROUGH ANY ON-LINE OR ELECTRONIC SYSTEM ESTABLISHED AND MAINTAINED BY THE
COMPANY OR ANOTHER THIRD PARTY DESIGNATED BY THE COMPANY.
13.
CAPTIONS.
CAPTIONS PROVIDED HEREIN ARE FOR
CONVENIENCE ONLY AND ARE NOT TO SERVE AS A BASIS FOR INTERPRETATION OR
CONSTRUCTION OF THIS AGREEMENT.
14.
AGREEMENT SEVERABLE.
IN THE EVENT THAT ANY
PROVISION IN THIS AGREEMENT WILL BE HELD INVALID OR UNENFORCEABLE, SUCH
PROVISION WILL BE SEVERABLE FROM, AND SUCH INVALIDITY OR UNENFORCEABILITY WILL
NOT BE CONSTRUED TO HAVE ANY EFFECT ON, THE REMAINING PROVISIONS OF THIS
AGREEMENT.
15.
MODIFICATIONS TO THE AGREEMENT.
THIS
AGREEMENT, THE NOTICE OF