THE RESTRICTED
STOCK AGREEMENT AND THE STOCKHOLDERS AGREEMENT EMBODY THE COMPLETE AGREEMENT AND
UNDERSTANDING AMONG THE PARTIES AND SUPERSEDE AND PREEMPT ANY PRIOR OR
CONTEMPORANEOUS UNDERSTANDINGS, AGREEMENTS OR REPRESENTATIONS BY OR AMONG THE
PARTIES, WRITTEN OR ORAL, WHICH MAY HAVE RELATED TO THE SUBJECT MATTER HEREOF IN
ANY WAY.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE COUNTERPARTS, EACH
OF WHICH SHALL BE DEEMED AN ORIGINAL AND ALL OF WHICH TOGETHER SHALL CONSTITUTE
ONE AND THE SAME INSTRUMENT.
SUCCESSORS AND ASSIGNS.
EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS AGREEMENT
SHALL BIND AND INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE EXECUTIVE AND
THE COMPANY AND THEIR RESPECTIVE SUCCESSORS, ASSIGNS, HEIRS, REPRESENTATIVES AND
ESTATE, AS THE CASE MAY BE; PROVIDED, HOWEVER, THAT THE OBLIGATIONS OF THE
EXECUTIVE UNDER THIS AGREEMENT SHALL NOT BE ASSIGNED WITHOUT THE PRIOR WRITTEN
CONSENT OF THE COMPANY.
AMENDMENT AND WAIVER.
THE PROVISIONS OF THIS AGREEMENT MAY BE AMENDED AND
WAIVED ONLY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY AND THE EXECUTIVE, AND
NO COURSE OF CONDUCT OR FAILURE OR DELAY IN ENFORCING THE PROVISIONS OF THIS
AGREEMENT SHALL AFFECT THE VALIDITY, BINDING EFFECT OR ENFORCEABILITY OF THIS
AGREEMENT OR ANY PROVISION HEREOF.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE DOMESTIC LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO ANY
CHOICE OR CONFLICT OF LAW PROVISION OR RULE THAT WOULD CAUSE THE APPLICATION OF
THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.
DESCRIPTIVE HEADINGS; NOUNS AND PRONOUNS.
DESCRIPTIVE HEADINGS ARE FOR
CONVENIENCE ONLY AND SHALL NOT CONTROL OR AFFECT THE MEANING OR CONSTRUCTION OF
ANY PROVISION OF THIS AGREEMENT.
WHENEVER THE CONTEXT MAY REQUIRE, ANY PRONOUNS
USED HEREIN SHALL INCLUDE THE CORRESPONDING MASCULINE, FEMININE OR NEUTER FORMS,
AND THE SINGULAR FORM OF NOUNS AND PRONOUNS SHALL INCLUDE THE PLURAL AND
VICE-VERSA.
NON-QUALIFIED DEFERRED COMPENSATION.
THE PARTIES ACKNOWLEDGE AND AGREE THAT, TO
THE EXTENT APPLICABLE, THIS AGREEMENT SHALL BE INTERPRETED IN ACCORDANCE WITH
SECTION 409A OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND
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.
NOTWITHSTANDING ANY PROVISION OF THIS
AGREEMENT TO THE CONTRARY, IN THE EVENT THAT THE COMPANY DETERMINES THAT ANY
AMOUNTS PAYABLE HEREUNDER WILL BE IMMEDIATELY TAXABLE TO THE EXECUTIVE UNDER
SECTION 409A OF THE CODE AND RELATED DEPARTMENT OF TREASURY GUIDANCE, THE
COMPANY MAY (A) ADOPT SUCH AMENDMENTS TO THIS AGREEMENT AND APPROPRIATE POLICIES
AND PROCEDURES, INCLUDING AMENDMENTS AND POLICIES WITH RETROACTIVE EFFECT, THAT
THE COMPANY DETERMINES NECESSARY OR APPROPRIATE TO PRESERVE THE INTENDED TAX
TREATMENT OF THE BENEFITS PROVIDED BY THIS AGREEMENT AND/OR (B) TAKE SUCH OTHER
ACTIONS AS THE COMPANY DETERMINES NECESSARY OR APPROPRIATE TO COMPLY WITH THE
REQUIREMENTS OF SECTION 409A OF THE CODE AND RELATED DEPARTMENT OF TREASURY
GUIDANCE, INCLUDING SUCH DEPARTMENT OF TREASURY GUIDANCE AND OTHER INTERPRETIVE
MATERIALS AS MAY BE ISSUED AFTER THE