PERCENT (50%) OF THE BONUS AMOUNT PAYABLE TO YOU
PURSUANT TO THIS AGREEMENT WILL BE PAID TO YOU ON THE APPLICABLE PAYROLL DATE
IMMEDIATELY FOLLOWING THE DATE OF AWARD AND THE REMAINING FIFTY PERCENT (50%) OF
THE BONUS AMOUNT PAYABLE TO YOU PURSUANT TO THIS AGREEMENT WILL BE PAID TO YOU
ON THE APPLICABLE PAYROLL DATE IMMEDIATELY FOLLOWING THE DATE THE FORFEITURE
RESTRICTIONS LAPSE BY THE LEGAL ENTITY THAT IS CLASSIFIED BY THE COMPANY AS YOUR
EMPLOYER (THE "EMPLOYER").
THE EMPLOYER IS LIABLE FOR THE PAYMENT OF ANY
AMOUNTS THAT BECOME DUE UNDER THIS AGREEMENT.
4.
TAX WITHHOLDING.
TO THE EXTENT THAT ANY PAYMENT PURSUANT TO THE
AGREEMENT RESULTS IN INCOME, WAGES OR OTHER COMPENSATION TO YOU FOR ANY INCOME,
EMPLOYMENT OR OTHER TAX PURPOSES WITH RESPECT TO WHICH THE EMPLOYER HAS A
WITHHOLDING OBLIGATION UNDER FEDERAL, STATE OR LOCAL LAW, THE EMPLOYER IS
AUTHORIZED TO WITHHOLD FROM ANY SUCH PAYMENT UNDER THIS AGREEMENT ANY TAX
REQUIRED TO BE WITHHELD BY REASON OF SUCH TAXABLE INCOME, WAGES OR COMPENSATION
SUFFICIENT TO SATISFY THE WITHHOLDING OBLIGATION.
5.
NONTRANSFERABILITY.
YOUR RIGHTS UNDER THIS AGREEMENT MAY NOT BE
SOLD, ASSIGNED, PLEDGED, EXCHANGED, HYPOTHECATED OR OTHERWISE TRANSFERRED,
ENCUMBERED OR DISPOSED OF.
ANY SUCH ATTEMPTED SALE, ASSIGNMENT, PLEDGE,
EXCHANGE, HYPOTHECATION, TRANSFER, ENCUMBRANCE OR DISPOSITION IN VIOLATION OF
THIS AGREEMENT SHALL BE VOID AND THE COMPANY SHALL NOT BE BOUND THEREBY.
6.
EMPLOYMENT RELATIONSHIP.
FOR PURPOSES OF THIS AGREEMENT, YOU
SHALL BE CONSIDERED TO BE IN THE EMPLOYMENT OF THE COMPANY AS LONG AS YOU HAVE
AN EMPLOYMENT RELATIONSHIP WITH THE COMPANY.
THE COMMITTEE SHALL DETERMINE ANY
QUESTIONS AS TO WHETHER AND WHEN THERE HAS BEEN A TERMINATION OF SUCH EMPLOYMENT
RELATIONSHIP, AND THE CAUSE OF SUCH TERMINATION, AND THE COMMITTEE'S
DETERMINATION SHALL BE FINAL AND BINDING ON ALL PERSONS.
7.
NOT AN EMPLOYMENT AGREEMENT.
THIS AGREEMENT IS NOT AN EMPLOYMENT
AGREEMENT, AND NO PROVISION OF THIS AGREEMENT SHALL BE CONSTRUED OR INTERPRETED
TO CREATE AN EMPLOYMENT RELATIONSHIP BETWEEN YOU AND THE COMPANY OR GUARANTEE
THE RIGHT TO REMAIN EMPLOYED BY THE COMPANY FOR ANY SPECIFIED TERM.
4
8.
LIMIT OF LIABILITY.
UNDER NO CIRCUMSTANCES WILL THE COMPANY BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES (INCLUDING
LOST PROFITS) OF ANY FORM INCURRED BY ANY PERSON, WHETHER OR NOT FORESEEABLE AND
REGARDLESS OF THE FORM OF THE ACT IN WHICH SUCH A CLAIM MAY BE BROUGHT, WITH
RESPECT TO THIS AGREEMENT.
9.
AFFILIATES.
FOR PURPOSES OF THIS AGREEMENT, THE TERM
"AFFILIATES" MEANS ANY CORPORATION, PARTNERSHIP, LIMITED LIABILITY COMPANY OR
ASSOCIATION, TRUST OR OTHER ENTITY OR ORGANIZATION WHICH, DIRECTLY OR
INDIRECTLY, CONTROLS, IS CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH, THE
COMPANY.
FOR PURPOSES OF THE PRECEDING SENTENCE, "CONTROL" (INCLUDING, WITH
CORRELATIVE MEANINGS, THE TERMS "CONTROLLED BY" AND "UNDER COMMON CONTROL
WITH"), AS USED WITH RESPECT TO ANY ENTITY OR ORGANIZATION, SHALL MEAN THE
POSSESSION, DIRECTLY OR INDIRECTLY, OF THE POWER (A) TO VOTE MORE THAN FIFTY
PERCENT (50%) OF THE SECURITIES HAVING ORDINARY VOTING POWER FOR THE ELECTION OF
DIRECTORS OF THE