THAT THE PLAN
IS INTENDED TO CONFORM TO THE EXTENT NECESSARY WITH ALL PROVISIONS OF THE
SECURITIES ACT AND THE EXCHANGE ACT AND ANY AND ALL REGULATIONS AND RULES
PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION THEREUNDER, AND STATE
SECURITIES LAWS AND REGULATIONS.
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, THE PLAN SHALL BE ADMINISTERED, AND THE RESTRICTED STOCK UNITS ARE
GRANTED, ONLY IN SUCH A MANNER AS TO CONFORM TO SUCH LAWS, RULES AND
REGULATIONS.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLAN AND THIS
AGREEMENT SHALL BE DEEMED AMENDED TO THE EXTENT NECESSARY TO CONFORM TO SUCH
LAWS, RULES AND REGULATIONS.
3.8
AMENDMENTS.
THIS AGREEMENT MAY BE AMENDED WITHOUT THE CONSENT OF
THE HOLDER PROVIDED THAT SUCH AMENDMENT WOULD NOT IMPAIR ANY RIGHTS OF THE
HOLDER UNDER THIS AGREEMENT.
NO AMENDMENT OF THIS AGREEMENT SHALL, WITHOUT THE
CONSENT OF THE HOLDER, IMPAIR ANY RIGHTS OF THE HOLDER UNDER THIS AGREEMENT.
3.9
NOT A CONTRACT OF EMPLOYMENT.
NOTHING IN THIS AGREEMENT SHALL
CONFER UPON THE HOLDER ANY RIGHT TO CONTINUE IN THE EMPLOY OF THE COMPANY OR ANY
SUBSIDIARY, OR SHALL INTERFERE WITH OR RESTRICT IN ANY WAY ANY OTHERWISE
EXISTING RIGHTS OF THE COMPANY AND ANY SUBSIDIARY, WHICH ARE HEREBY EXPRESSLY
RESERVED, TO DISCHARGE THE HOLDER AT ANY TIME FOR ANY REASON WHATSOEVER, WITH OR
WITHOUT CAUSE, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN
AGREEMENT BETWEEN THE COMPANY AND HOLDER.
3.10
SUCCESSORS AND ASSIGNS.
THE COMPANY MAY ASSIGN ANY OF ITS RIGHTS
UNDER THIS AGREEMENT TO SINGLE OR MULTIPLE ASSIGNEES, AND THIS AGREEMENT SHALL
INURE TO THE BENEFIT OF THE SUCCESSORS AND ASSIGNS OF THE COMPANY.
SUBJECT TO
THE RESTRICTIONS ON TRANSFER HEREIN SET FORTH, THIS AGREEMENT SHALL BE BINDING
UPON HOLDER AND HIS OR HER HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND
ASSIGNS.
3.11
UNFUNDED, UNSECURED OBLIGATIONS.
THE OBLIGATIONS OF THE COMPANY
UNDER THE PLAN AND THIS AGREEMENT SHALL BE UNFUNDED AND UNSECURED, AND NOTHING
CONTAINED HEREIN SHALL BE CONSTRUED AS PROVIDING FOR ASSETS TO BE HELD IN TRUST
OR ESCROW OR ANY OTHER FORM OF SEGREGATION OF THE ASSETS OF THE COMPANY FOR THE
BENEFIT OF HOLDER OR ANY OTHER PERSON.
HOLDER SHALL HAVE ONLY THE RIGHTS OF A
GENERAL, UNSECURED CREDITOR OF THE COMPANY WITH RESPECT TO THE RESTRICTED STOCK
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UNITS, UNLESS AND UNTIL SHARES OF COMMON STOCK SHALL BE DISTRIBUTED TO HOLDER
UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT.
3.12
COMPLIANCE IN FORM AND OPERATION.
THIS AGREEMENT AND THE
RESTRICTED STOCK UNITS ARE INTENDED TO COMPLY WITH SECTION 409A OF THE CODE AND
THE TREASURY REGULATIONS THEREUNDER AND SHALL BE INTERPRETED IN A MANNER
CONSISTENT WITH THAT INTENTION.
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