IN WRITING OF THE DATE AND TERMS OF SUCH DISQUALIFYING DISPOSITION AND
PROVIDE SUCH OTHER INFORMATION REGARDING THE DISQUALIFYING DISPOSITION AS THE
COMPANY MAY REASONABLY REQUIRE.
12.9
WITHHOLDING TAXES.
EACH EMPLOYEE PARTICIPATING
IN THE PLAN SHALL INDEMNIFY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE
COMPANY WITH RESPECT TO ANY APPLICABLE FEDERAL, STATE AND LOCAL WITHHOLDING
TAXES AND EMPLOYMENT TAXES WHICH RESULT FROM THE ACQUISITION AND/OR DISPOSITION
OF STOCK UNDER THE PLAN, AND SHALL REMIT TO THE COMPANY IN CASH THE AMOUNT OF
ANY SUCH TAXES UPON REQUEST BY THE COMPANY.
12.10
EFFECT OF PLAN.
THE PROVISIONS OF THE PLAN SHALL, IN
ACCORDANCE WITH ITS TERMS, BE BINDING UPON, AND INURE TO THE BENEFIT OF, ALL
SUCCESSORS OF EACH EMPLOYEE PARTICIPATING IN THE PLAN, INCLUDING, WITHOUT
LIMITATION, THE EMPLOYEE'S ESTATE AND THE EXECUTORS, ADMINISTRATORS OR TRUSTEES
THEREOF, HEIRS AND LEGATEES, AND ANY RECEIVER, TRUSTEE IN BANKRUPTCY OR
REPRESENTATIVE OF CREDITORS OF SUCH EMPLOYEE.
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12.11
GOVERNING LAW.
THE LAW OF THE STATE OF DELAWARE WILL
GOVERN ALL MATTERS RELATING TO THIS PLAN EXCEPT TO THE EXTENT IT IS SUPERSEDED
BY THE LAWS OF THE UNITED STATES.
Amended and Restated
as of April 1, 2005
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