15.
TAX MATTERS.
(A)
THE GRANTEE WILL BE LIABLE FOR ANY AND ALL
TAXES, INCLUDING, WITHOUT LIMITATION, WITHHOLDING TAXES, ARISING OUT OF THE
GRANT OR VESTING OF THE PERFORMANCE RESTRICTED
8
STOCK UNITS OR THE ISSUANCE OF ANY PRSU SHARES HEREUNDER.
THE COMPANY INTENDS
TO MEET ITS MINIMUM TAX WITHHOLDING OBLIGATION BY WITHHOLDING FROM THE PRSU
SHARES TO BE ISSUED TO THE GRANTEE, AND THE GRANTEE ACKNOWLEDGES AND AGREES THAT
SUCH WITHHOLDING MAY OCCUR.
(B)
THE GRANTEE WILL PROVIDE THE COMPANY WITH
ALL INFORMATION THAT THE COMPANY SHALL REQUEST IN CONNECTION WITH THE GRANTEE'S
RECEIPT OF THE PERFORMANCE RESTRICTED STOCK UNITS, AND ANY SUBSEQUENT
DISPOSITION(S) THEREOF IN ORDER FOR THE COMPANY TO SATISFY TAX, ACCOUNTING AND
SECURITIES LAWS REPORTING AND OTHER REGULATORY REQUIREMENTS.
INFORMATION WITH
RESPECT TO DISPOSITION(S) OF PERFORMANCE RESTRICTED STOCK UNITS SHOULD BE
DELIVERED TO THE COMPANY BEFORE THE END OF THE MONTH WITHIN WHICH THEY
OCCURRED.
INFORMATION SHOULD BE PROVIDED TO THE ATTENTION OF THE COMPANY'S
GENERAL COUNSEL OR, IN HIS ABSENCE, TO ITS CHIEF FINANCIAL OFFICER.
(C)
ANY OTHER PROVISION OF THIS AGREEMENT TO
THE CONTRARY NOTWITHSTANDING, THE GRANTEE SHALL DEFEND, INDEMNIFY AND HOLD THE
COMPANY HARMLESS FROM AND AGAINST ANY AND ALL DAMAGES, COSTS, EXPENSES, FINES,
PENALTIES, REASONABLE ATTORNEY'S FEES AND CLAIMS OF EVERY KIND OR NATURE ARISING
FROM THE GRANTEE'S FAILURE TO PROVIDE ANY INFORMATION REQUIRED HEREUNDER OR TO
PAY ANY TAX AMOUNTS PROMPTLY AND WHEN DUE.
16.
NO OBLIGATION TO CONTINUE EMPLOYMENT.
THE
COMPANY IS NOT OBLIGATED BY OR AS A RESULT OF THE PLAN OR THIS AWARD TO CONTINUE
THE GRANTEE IN EMPLOYMENT OR IN ANY OTHER CONSULTING ARRANGEMENT WITH THE
COMPANY AND NEITHER THE PLAN NOR THIS AWARD SHALL INTERFERE IN ANY WAY WITH THE
RIGHT OF THE COMPANY TO TERMINATE THE EMPLOYMENT OR CONSULTING RELATIONSHIP OF
THE GRANTEE AT ANY TIME.
17.
NOTICES.
ANY NOTICE REQUIRED OR PERMITTED
UNDER THIS AGREEMENT SHALL BE GIVEN IN WRITING AND SHALL BE DEEMED EFFECTIVELY
GIVEN (A) UPON PERSONAL DELIVERY, (B) ON THE FIRST BUSINESS DAY AFTER BEING SENT
BY EXPRESS MAIL OR A NATIONALLY RECOGNIZED OVERNIGHT COURIER SERVICE, (C) UPON
TRANSMISSION BY FACSIMILE WITH RECEIPT CONFIRMED, OR (D) ON THE THIRD BUSINESS
DAY AFTER BEING SENT BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED,
POSTAGE PREPAID.
TO BE EFFECTIVE, ANY SUCH NOTICE SHALL BE ADDRESSED, IF TO THE
COMPANY, AT ITS PRINCIPAL OFFICE, AND IF TO THE GRANTEE AT THE LAST ADDRESS OF
RECORD ON THE BOOKS OF THE COMPANY OR AT SUCH OTHER ADDRESS AS SUCH PARTY MAY
DESIGNATE BY TEN (10) DAYS PRIOR WRITTEN NOTICE TO THE OTHER PARTY HERETO.
18.
BENEFIT OF THE AGREEMENT.
THE RIGHTS AND
OBLIGATIONS OF THE GRANTEE HEREUNDER ARE PERSONAL TO THE GRANTEE, AND EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED HEREIN, SUCH RIGHTS AND OBLIGATIONS MAY NOT BE
ASSIGNED OR DELEGATED BY THE GRANTEE WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COMPANY.
ANY ASSIGNMENT OR DELEGATION OF SUCH RIGHTS AND OBLIGATIONS OF THE
GRANTEE ABSENT SUCH CONSENT SHALL BE VOID AND OF NO FORCE OR EFFECT.