A STOCK CERTIFICATE EVIDENCING, OR CREDIT TO THE
PARTICIPANT'S BOOK-ENTRY ACCOUNT, THE RESTRICTED STOCK (TO THE NEAREST FULL
SHARE) WITH RESPECT TO WHICH THE RESTRICTED PERIOD HAS EXPIRED WITHOUT CHARGE TO
THE PARTICIPANT, OR HIS PERSONAL REPRESENTATIVE, FREE OF ALL RESTRICTIONS UNDER
THIS PLAN.
5.
NO SHARES OF COMMON STOCK WILL BE ISSUED OR TRANSFERRED PURSUANT
TO AN AWARD UNLESS AND UNTIL ALL THEN-APPLICABLE REQUIREMENTS IMPOSED BY FEDERAL
AND STATE SECURITIES AND OTHER LAWS, RULES AND REGULATIONS AND BY ANY REGULATORY
AGENCIES HAVING JURISDICTION AND BY ANY STOCK MARKET OR EXCHANGE UPON WHICH THE
COMMON STOCK MAY BE LISTED, HAVE BEEN FULLY MET.
AS A CONDITION PRECEDENT TO
THE ISSUANCE OF SHARES PURSUANT TO THE GRANT OR EXERCISE OF AN AWARD, THE
COMPANY MAY REQUIRE THE GRANTEE TO TAKE ANY REASONABLE ACTION TO MEET SUCH
REQUIREMENTS.
THE COMPANY SHALL NOT BE OBLIGATED TO TAKE ANY AFFIRMATIVE ACTION
IN ORDER TO CAUSE THE ISSUANCE OR TRANSFER OF SHARES PURSUANT TO AN AWARD TO
COMPLY WITH ANY LAW OR REGULATION DESCRIBED IN THE SECOND PRECEDING SENTENCE.
6.
THE COMPANY, IN ITS DISCRETION, MAY POSTPONE THE ISSUANCE AND/OR
DELIVERY OF SHARES OF COMMON STOCK UPON ANY EXERCISE OF AN AWARD UNTIL
COMPLETION OF SUCH STOCK EXCHANGE LISTING, REGISTRATION OR OTHER QUALIFICATION
OF SUCH SHARES UNDER ANY STATE AND/OR FEDERAL LAW, RULE OR REGULATION AS THE
COMPANY MAY CONSIDER APPROPRIATE, AND MAY REQUIRE ANY PARTICIPANT TO MAKE SUCH
REPRESENTATIONS AND FURNISH SUCH INFORMATION AS IT MAY CONSIDER APPROPRIATE IN
CONNECTION WITH THE ISSUANCE OR DELIVERY OF THE SHARES IN COMPLIANCE WITH
APPLICABLE LAWS, RULES AND REGULATIONS.
7.
ANY ISSUANCE OF UNRESTRICTED SHARES OF COMMON STOCK PURSUANT TO
THE RELEASE OF RESTRICTIONS ON RESTRICTED STOCK SHALL NOT BE MADE UNTIL
APPROPRIATE ARRANGEMENTS SATISFACTORY TO THE COMPANY HAVE BEEN MADE FOR THE
PAYMENT OF ANY TAX AMOUNTS (FEDERAL, STATE, LOCAL OR OTHER) THAT MAY BE REQUIRED
TO BE WITHHELD OR PAID BY THE COMPANY WITH RESPECT THERETO.
SUCH ARRANGEMENTS
MAY, AT THE DISCRETION OF THE COMMITTEE, INCLUDE ALLOWING THE PERSON TO TENDER
TO THE COMPANY SHARES OF COMMON STOCK OWNED BY THE PERSON, OR TO REQUEST THE
COMPANY TO WITHHOLD SHARES OF COMMON STOCK BEING ACQUIRED PURSUANT TO THE AWARD
AGREEMENT, WHETHER THROUGH THE EXERCISE OF AN OPTION OR AS A DISTRIBUTION
PURSUANT TO THE AWARD AGREEMENT, WHICH HAVE AN AGGREGATE FAIR MARKET VALUE AS OF
THE DATE OF SUCH WITHHOLDING THAT IS NOT GREATER THAN THE SUM OF ALL TAX AMOUNTS
TO BE WITHHELD WITH RESPECT THERETO AT THE MINIMUM STATUTORY RATE, TOGETHER WITH
PAYMENT OF ANY REMAINING PORTION OF SUCH TAX AMOUNTS IN CASH OR BY CHECK PAYABLE
AND ACCEPTABLE TO THE COMPANY.
NOTWITHSTANDING THE FOREGOING, IF ON THE DATE OF AN EVENT GIVING RISE TO A TAX
WITHHOLDING OBLIGATION ON THE PART OF THE COMPANY THE PERSON IS AN OFFICER OR
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INDIVIDUAL SUBJECT TO RULE 16B-3, SUCH PERSON MAY DIRECT THAT SUCH TAX
WITHHOLDING BE EFFECTUATED BY THE COMPANY WITHHOLDING THE NECESSARY NUMBER OF
SHARES OF COMMON STOCK (AT THE MINIMUM