OF SUCH SHARE
CERTIFICATES) EQUAL TO THE AMOUNT OF SUCH WITHHOLDING TAXES.
(B)
CONSENTS.
YOUR RIGHTS IN RESPECT OF THE RESTRICTED SHARES ARE CONDITIONED
ON THE RECEIPT TO THE FULL SATISFACTION OF THE COMMITTEE OF ANY REQUIRED
CONSENTS THAT THE COMMITTEE MAY DETERMINE TO BE NECESSARY OR ADVISABLE
(INCLUDING, WITHOUT LIMITATION, YOUR CONSENTING TO THE COMPANY'S SUPPLYING TO
ANY THIRD-PARTY RECORDKEEPER OF THE PLAN SUCH PERSONAL INFORMATION AS THE
COMMITTEE DEEMS ADVISABLE TO ADMINISTER THE PLAN).
(C)
LEGENDS.
THE COMPANY MAY AFFIX TO CERTIFICATES FOR THE RESTRICTED SHARES
ISSUED PURSUANT TO THIS AWARD AGREEMENT ANY LEGEND THAT THE COMMITTEE DETERMINES
TO BE NECESSARY OR ADVISABLE (INCLUDING TO REFLECT ANY RESTRICTIONS TO WHICH YOU
MAY BE SUBJECT UNDER ANY APPLICABLE SECURITIES LAWS).
THE COMPANY MAY ADVISE
THE APPLICABLE TRANSFER AGENT TO PLACE A STOP ORDER AGAINST ANY LEGENDED
RESTRICTED SHARES.
SECTION 8.
SUCCESSORS AND ASSIGNS OF THE COMPANY.
THE TERMS AND CONDITIONS OF
THIS AWARD AGREEMENT SHALL BE BINDING UPON AND SHALL INURE TO THE BENEFIT OF THE
COMPANY AND ITS SUCCESSORS AND ASSIGNS.
SECTION 9.
COMMITTEE DISCRETION.
THE COMMITTEE SHALL HAVE FULL AND PLENARY
DISCRETION WITH RESPECT TO ANY ACTIONS TO BE TAKEN OR DETERMINATIONS TO BE MADE
IN CONNECTION WITH THIS AWARD AGREEMENT, AND ITS DETERMINATIONS SHALL BE FINAL,
BINDING AND CONCLUSIVE.
SECTION 10.
DISPUTE RESOLUTION.
(A)
JURISDICTION AND VENUE.
NOTWITHSTANDING
ANY PROVISION IN YOUR EMPLOYMENT AGREEMENT, YOU AND THE COMPANY HEREBY
IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF (I) THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS AND (II) THE COURTS OF THE
STATE OF TEXAS FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING
OUT OF THIS AWARD AGREEMENT OR THE PLAN.
YOU AND THE COMPANY AGREE TO COMMENCE
ANY SUCH ACTION, SUIT OR PROCEEDING EITHER IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF TEXAS OR, IF SUCH ACTION, SUIT OR OTHER PROCEEDING
MAY NOT BE BROUGHT IN SUCH COURT FOR JURISDICTIONAL REASONS, IN THE COURTS OF
THE STATE OF TEXAS.
YOU AND THE COMPANY FURTHER AGREE THAT SERVICE OF ANY
PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO THE APPLICABLE
ADDRESS SET FORTH IN SECTION 11 OF THIS AWARD AGREEMENT SHALL BE EFFECTIVE
3
SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING IN TEXAS WITH RESPECT TO
ANY MATTERS TO WHICH YOU HAVE SUBMITTED TO JURISDICTION IN THIS SECTION 10(A).
YOU AND THE COMPANY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE
LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AWARD
AGREEMENT OR THE PLAN IN (A) THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF TEXAS OR (B) THE COURTS OF THE STATE OF TEXAS, AND HEREBY AND
THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVE AND AGREE NOT TO PLEAD OR
CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY
SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
(B)
WAIVER OF JURY TRIAL.
YOU AND THE COMPANY HEREBY WAIVE, TO THE