RIGHT TO VOTE RESTRICTED STOCK UNITS UNTIL THE DATE ON WHICH THE COMMON
SHARES UNDERLYING THE RESTRICTED STOCK UNITS ARE TRANSFERRED TO THE GRANTEE
PURSUANT TO SECTION 4 ABOVE.
(B)
THE OBLIGATIONS OF THE COMPANY UNDER THIS
AGREEMENT WILL BE MERELY THAT OF AN UNFUNDED AND UNSECURED PROMISE OF THE
COMPANY TO DELIVER COMMON SHARES IN THE FUTURE, AND THE RIGHTS OF THE GRANTEE
WILL BE NO GREATER THAN THAT OF AN UNSECURED GENERAL CREDITOR.
NO ASSETS OF THE
COMPANY WILL BE HELD OR SET ASIDE AS SECURITY FOR THE OBLIGATIONS OF THE COMPANY
UNDER THIS AGREEMENT.
3
ARTICLE III
GENERAL PROVISIONS
6.
ADJUSTMENTS.
THE NUMBER OF COMMON
SHARES ISSUABLE PURSUANT TO THE RESTRICTED STOCK UNITS IS SUBJECT TO ADJUSTMENT
AS PROVIDED IN SECTION 7 OF THE PLAN.
7.
COMPLIANCE WITH LAW.
THE COMPANY SHALL
MAKE REASONABLE EFFORTS TO COMPLY WITH ALL APPLICABLE FEDERAL, STATE AND
PROVINCIAL SECURITIES LAWS; PROVIDED, HOWEVER, THAT, NOTWITHSTANDING ANY OTHER
PROVISION OF THIS AGREEMENT, THE COMPANY SHALL NOT BE OBLIGATED TO ISSUE ANY
COMMON SHARES PURSUANT TO THIS AGREEMENT IF THE ISSUANCE THEREOF WOULD RESULT IN
A VIOLATION OF ANY SUCH LAW.
8.
COMPLIANCE WITH SECTION 409A OF THE
CODE.
TO THE EXTENT APPLICABLE, IT IS INTENDED THAT THIS AGREEMENT AND THE PLAN
COMPLY WITH THE PROVISIONS OF SECTION 409A OF THE CODE.
THIS AGREEMENT AND THE
PLAN SHALL BE ADMINISTERED IN A MANNER CONSISTENT WITH THIS INTENT, AND ANY
PROVISION THAT WOULD CAUSE THE AGREEMENT OR THE PLAN TO FAIL TO SATISFY
SECTION 409A OF THE CODE SHALL HAVE NO FORCE AND EFFECT UNTIL AMENDED TO COMPLY
WITH SECTION 409A OF THE CODE (WHICH AMENDMENT MAY BE RETROACTIVE TO THE EXTENT
PERMITTED BY SECTION 409A OF THE CODE AND MAY BE MADE BY THE COMPANY WITHOUT THE
CONSENT OF THE GRANTEE).
IN PARTICULAR, TO THE EXTENT THE GRANTEE'S RIGHT TO
RECEIVE PAYMENT BECOMES VESTED PURSUANT TO SECTION 3(E) AND THE VESTING EVENT IS
AN EVENT THAT DOES NOT CONSTITUTE A PERMITTED DISTRIBUTION EVENT UNDER
SECTION 409A(A)(2) OF THE CODE, THEN NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
SECTION 4 ABOVE, ISSUANCE OF THE COMMON SHARES WILL BE MADE, TO THE EXTENT
NECESSARY TO COMPLY WITH SECTION 409A OF THE CODE, TO THE GRANTEE ON THE EARLIER
OF (A) THE GRANTEE'S "SEPARATION FROM SERVICE" WITH THE COMPANY (DETERMINED IN
ACCORDANCE WITH SECTION 409A); PROVIDED, HOWEVER, THAT IF THE GRANTEE IS A
"SPECIFIED EMPLOYEE" (WITHIN THE MEANING OF SECTION 409A), THE GRANTEE'S DATE OF
ISSUANCE OF THE COMMON SHARES SHALL BE THE DATE THAT IS SIX MONTHS AFTER THE
DATE OF THE GRANTEE'S SEPARATION OF SERVICE WITH THE COMPANY; (B) THE DATE THE
PAYMENT WOULD OTHERWISE OCCUR UNDER SECTION 4(A); OR (C) THE GRANTEE'S DEATH.
REFERENCE TO SECTION 409A OF THE CODE WILL ALSO INCLUDE ANY PROPOSED, TEMPORARY
OR FINAL REGULATIONS, OR ANY OTHER GUIDANCE, PROMULGATED WITH RESPECT TO SUCH
SECTION BY THE U.S. DEPARTMENT OF THE TREASURY OR THE INTERNAL REVENUE SERVICE.
9.
WITHHOLDING TAXES.
TO THE EXTENT THAT
THE COMPANY OR A SUBSIDIARY IS