TO THE LIMITATION ON THE
TRANSFERABILITY OF THIS GRANT CONTAINED HEREIN, THIS AGREEMENT WILL BE BINDING
UPON AND INURE TO THE BENEFIT OF THE HEIRS, LEGATEES, LEGAL REPRESENTATIVES,
SUCCESSORS AND ASSIGNS OF THE PARTIES HERETO.
13.
ADDITIONAL CONDITIONS TO RELEASE FROM ESCROW.
THE COMPANY WILL
NOT BE REQUIRED TO ISSUE ANY CERTIFICATE OR CERTIFICATES FOR SHARES HEREUNDER OR
RELEASE SUCH SHARES FROM THE ESCROW ESTABLISHED PURSUANT TO SECTION 2 PRIOR TO
FULFILLMENT OF ALL THE FOLLOWING CONDITIONS: (A) THE ADMISSION OF SUCH SHARES TO
LISTING ON ALL STOCK EXCHANGES ON WHICH SUCH CLASS OF STOCK IS THEN LISTED;
(B) THE COMPLETION OF ANY REGISTRATION OR OTHER QUALIFICATION OF SUCH SHARES
UNDER ANY STATE OR FEDERAL LAW OR UNDER THE RULINGS OR REGULATIONS OF THE
SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER GOVERNMENTAL REGULATORY BODY,
WHICH THE ADMINISTRATOR WILL, IN ITS ABSOLUTE DISCRETION, DEEM NECESSARY OR
ADVISABLE; (C) THE OBTAINING OF ANY APPROVAL OR OTHER CLEARANCE FROM ANY STATE
OR FEDERAL GOVERNMENTAL AGENCY, WHICH THE ADMINISTRATOR WILL, IN ITS ABSOLUTE
DISCRETION, DETERMINE TO BE NECESSARY OR ADVISABLE; AND (D) THE LAPSE OF SUCH
REASONABLE PERIOD OF TIME FOLLOWING THE DATE OF GRANT OF THE RESTRICTED STOCK AS
THE ADMINISTRATOR MAY ESTABLISH FROM TIME TO TIME FOR REASONS OF ADMINISTRATIVE
CONVENIENCE.
14.
PLAN GOVERNS.
THIS AGREEMENT IS SUBJECT TO ALL TERMS AND
PROVISIONS OF THE PLAN. IN THE EVENT OF A CONFLICT BETWEEN ONE OR MORE
PROVISIONS OF THIS AGREEMENT AND ONE OR MORE PROVISIONS OF THE PLAN, THE
PROVISIONS OF THE PLAN WILL GOVERN. CAPITALIZED TERMS USED AND NOT DEFINED IN
THIS AGREEMENT WILL HAVE THE MEANING SET FORTH IN THE PLAN.
15.
ADMINISTRATOR AUTHORITY.
THE ADMINISTRATOR WILL HAVE THE POWER
TO INTERPRET THE PLAN AND THIS AGREEMENT AND TO ADOPT SUCH RULES FOR THE
ADMINISTRATION, INTERPRETATION AND APPLICATION OF THE PLAN AS ARE CONSISTENT
THEREWITH AND TO INTERPRET OR REVOKE ANY SUCH RULES (INCLUDING, BUT NOT LIMITED
TO, THE DETERMINATION OF WHETHER OR NOT ANY SHARES OF RESTRICTED STOCK HAVE
VESTED). ALL ACTIONS TAKEN AND ALL INTERPRETATIONS AND DETERMINATIONS MADE BY
THE ADMINISTRATOR IN GOOD FAITH WILL BE FINAL AND BINDING UPON PARTICIPANT, THE
COMPANY AND ALL OTHER INTERESTED PERSONS. NO INDIVIDUAL SERVING AS THE
ADMINISTRATOR (EITHER SERVING ALONE OR WITH OTHER INDIVIDUALS) WILL BE
PERSONALLY LIABLE FOR ANY ACTION, DETERMINATION OR INTERPRETATION MADE IN GOOD
FAITH WITH RESPECT TO THE PLAN OR THIS AGREEMENT.
16.
CAPTIONS.
CAPTIONS PROVIDED HEREIN ARE FOR CONVENIENCE ONLY AND
ARE NOT TO SERVE AS A BASIS FOR INTERPRETATION OR CONSTRUCTION OF THIS
AGREEMENT.
6
17.
AGREEMENT SEVERABLE.
IN THE EVENT THAT ANY PROVISION IN THIS
AGREEMENT WILL BE HELD INVALID OR UNENFORCEABLE, SUCH PROVISION WILL BE
SEVERABLE FROM, AND SUCH INVALIDITY OR UNENFORCEABILITY WILL NOT BE CONSTRUED TO
HAVE ANY EFFECT ON, THE REMAINING PROVISIONS OF THIS AGREEMENT.
18.
MODIFICATIONS TO THE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE
ENTIRE UNDERSTANDING OF THE PARTIES ON THE SUBJECTS COVERED. PARTICIPANT
EXPRESSLY WARRANTS THAT HE OR SHE IS NOT ACCEPTING THIS AGREEMENT IN RELIANCE ON
ANY PROMISES,