THE PROVISIONS HEREOF SHALL BE APPROPRIATELY
ADJUSTED BY THE COMPANY SO THAT THEY WILL CONTINUE TO APPLY WITH SIMILAR EFFECT
TO SUCH NEW PERFORMANCE RESTRICTED STOCK UNITS.
11.
NO TRANSFER IN VIOLATION OF AGREEMENT.
THE
COMPANY SHALL NOT BE REQUIRED TO TRANSFER ANY OF THE PERFORMANCE RESTRICTED
STOCK UNITS OF PRSU SHARES ON ITS BOOKS THAT SHALL PURPORTEDLY HAVE BEEN SOLD,
ASSIGNED OR OTHERWISE TRANSFERRED IN VIOLATION OF THIS AGREEMENT, OR TO TREAT AS
OWNER OF SUCH UNITS OR SHARES, OR TO ACCORD THE RIGHT TO VOTE AS SUCH OWNER OR
TO PAY DIVIDENDS TO, ANY PERSON OR ENTITY TO WHICH ANY SUCH SHARES SHALL
PURPORTEDLY HAVE BEEN SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN VIOLATION OF
THIS AGREEMENT.
ADDITIONALLY, IF ANY TRANSFER OF PERFORMANCE RESTRICTED STOCK
UNITS OR PRSU SHARES IS MADE OR ATTEMPTED IN VIOLATION OF THIS AGREEMENT, THE
COMPANY SHALL HAVE THE RIGHT, (I) IN THE CASE OF PERFORMANCE RESTRICTED STOCK
UNITS, TO EFFECT THE FORFEITURE AND CANCELLATION OF SUCH UNITS AND (II) IN THE
CASE OF PSRU SHARES, TO PURCHASE SUCH SHARES FROM THE OWNER THEREOF OR HIS
TRANSFEREE AT ANY TIME BEFORE OR AFTER THE TRANSFER, AS PROVIDED IN SECTION 7
HEREOF.
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT THE RESTRICTIONS ON TRANSFER
IMPOSED BY THIS AGREEMENT SHALL APPLY NOT ONLY TO VOLUNTARY TRANSFERS BUT ALSO
TO INVOLUNTARY TRANSFERS, BY OPERATION OF LAW OR OTHERWISE.
THE GRANTEE SHALL
PAY ALL LEGAL FEES AND EXPENSES OF THE COMPANY ARISING OUT OF OR RELATING TO ANY
PURPORTED SALE, ASSIGNMENT OR TRANSFER OF ANY PERFORMANCE RESTRICTED STOCK UNITS
OR PRSU SHARES IN VIOLATION OF THIS AGREEMENT.
12.
LEGENDS.
THE CERTIFICATES REPRESENTING ANY
PRSU SHARES TO BE ISSUED TO THE GRANTEE SHALL HAVE ENDORSED THEREON, IN ADDITION
TO ANY OTHER LEGENDS THEREON, LEGENDS SUBSTANTIALLY IN THE FOLLOWING FORM:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE CORPORATION'S
RIGHT OF FIRST REFUSAL, AS SET FORTH IN A RESTRICTED STOCK UNIT AGREEMENT
BETWEEN THE CORPORATION AND THE REGISTERED HOLDER HEREOF, A COPY OF WHICH WILL
BE PROVIDED TO THE HOLDER HEREOF BY THE CORPORATION UPON WRITTEN REQUEST AND
WITHOUT CHARGE.
13.
SEVERABILITY.
IF ANY PROVISION OF THIS
AGREEMENT SHALL BE DETERMINED TO BE INVALID, ILLEGAL OR OTHERWISE UNENFORCEABLE
BY ANY COURT OF COMPETENT JURISDICTION, THE VALIDITY, LEGALITY AND
ENFORCEABILITY OF THE OTHER PROVISIONS OF THIS AGREEMENT SHALL NOT BE AFFECTED
THEREBY.
ANY INVALID, ILLEGAL OR UNENFORCEABLE PROVISION OF THIS AGREEMENT
SHALL BE SEVERABLE, AND AFTER ANY SUCH SEVERANCE, ALL OTHER PROVISIONS HEREOF
SHALL REMAIN IN FULL FORCE AND EFFECT.
14.
EQUITABLE RELIEF.
THE GRANTEE ACKNOWLEDGES
THAT MONEY DAMAGES ALONE WILL NOT ADEQUATELY COMPENSATE THE COMPANY FOR BREACH
OF ANY OF THE GRANTEE'S COVENANTS AND AGREEMENTS HEREIN AND, THEREFORE, AGREES
THAT IN THE EVENT OF THE BREACH OR THREATENED BREACH OF ANY SUCH COVENANT OR
AGREEMENT, IN ADDITION TO ALL OTHER REMEDIES AVAILABLE TO THE COMPANY, AT LAW,
IN EQUITY OR OTHERWISE, THE COMPANY SHALL BE ENTITLED TO INJUNCTIVE RELIEF
COMPELLING SPECIFIC PERFORMANCE OF, OR OTHER COMPLIANCE WITH, THE TERMS HEREOF.