the award of the RSUs hereunder.
6.
ADJUSTMENTS.
THE NUMBER AND CLASS OF
SHARES COVERED BY THE RSUS SHALL BE ADJUSTED PROPORTIONATELY OR AS OTHERWISE
APPROPRIATE, AS DETERMINED BY THE COMMITTEE, TO REFLECT ANY INCREASE OR DECREASE
IN THE NUMBER OF ISSUED SHARES OF COMMON STOCK RESULTING FROM A SPLIT-UP OR
CONSOLIDATION OF SHARES OR ANY LIKE CAPITAL ADJUSTMENT, OR THE PAYMENT OF ANY
STOCK DIVIDEND, AND/OR TO REFLECT A CHANGE IN THE CHARACTER OR CLASS OF SHARES
COVERED BY THE PLAN ARISING FROM A READJUSTMENT OR RECAPITALIZATION OF THE
COMPANY'S CAPITAL STOCK.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN
THE EVENT OF A MERGER, CONSOLIDATION, MANDATORY SHARE EXCHANGE OR OTHER SIMILAR
BUSINESS COMBINATION OF THE COMPANY WITH OR INTO ANY OTHER ENTITY OTHER THAN AN
AFFILIATE OR SUBSIDIARY ("SUCCESSOR ENTITY") OR ANY TRANSACTION IN WHICH ANOTHER
PERSON OR ENTITY OTHER THAN AN AFFILIATE OR SUBSIDIARY ACQUIRES ALL THE ISSUED
AND OUTSTANDING COMMON STOCK, OR ALL OR SUBSTANTIALLY ALL THE ASSETS OF THE
COMPANY, THE COMPANY SHALL TAKE SUCH ACTION WITH RESPECT TO THE RSUS AS THE
BOARD OF DIRECTORS OF THE COMPANY DEEMS APPROPRIATE UNDER THE CIRCUMSTANCES.
SUCH ACTION MAY INCLUDE, WITHOUT LIMITATION, (A) CAUSING THE RSUS TO BE ASSUMED,
OR AN EQUIVALENT AWARD TO BE SUBSTITUTED THEREFOR, BY THE SUCCESSOR ENTITY (OR A
PARENT ENTITY), (B) CAUSING THE RSUS TO BE CASHED OUT AS IF THE SHARES
REFERENCED BY THE RSUS WERE EXCHANGED FOR CASH IN THE TRANSACTION, AND (C)
CAUSING THE RSUS TO BECOME FULLY VESTED PRIOR TO THE CONSUMMATION OF THE
TRANSACTION.
7.
NONTRANSFERABILITY.
THE RSUS ARE NOT
ASSIGNABLE OR TRANSFERABLE OTHER THAN TO A BENEFICIARY DESIGNATED TO RECEIVE THE
RSUS UPON THE RECIPIENT'S DEATH IN A MANNER ACCEPTABLE TO THE COMPANY OR BY WILL
OR THE LAWS OF DESCENT AND DISTRIBUTION.
ANY ATTEMPT BY THE RECIPIENT OR ANY
OTHER PERSON CLAIMING AGAINST, THROUGH OR UNDER THE RECIPIENT TO CAUSE THE RSUS
OR ANY PART OF THEM TO BE TRANSFERRED OR ASSIGNED IN ANY MANNER AND FOR ANY
PURPOSE SHALL BE NULL AND VOID AND WITHOUT EFFECT UPON THE COMPANY, THE
RECIPIENT OR ANY OTHER PERSON.
8.
NO EMPLOYMENT OR OTHER SERVICE RIGHTS.
NOTHING IN THIS AGREEMENT SHALL GIVE THE RECIPIENT A RIGHT TO CONTINUE IN THE
EMPLOY OF, OR OTHER SERVICE WITH, THE FIRM OR INTERFERE IN ANY WAY WITH THE
RIGHT OF THE FIRM TO TERMINATE THE EMPLOYMENT OR OTHER SERVICE OF THE RECIPIENT.
9.
PROVISIONS OF THE PLAN CONTROL.
THIS
AGREEMENT IS SUBJECT TO ALL THE TERMS, CONDITIONS AND PROVISIONS OF THE PLAN AND
TO SUCH RULES, REGULATIONS AND INTERPRETATIONS AS MAY BE ESTABLISHED OR MADE BY
THE COMMITTEE ACTING WITHIN THE SCOPE OF ITS AUTHORITY AND RESPONSIBILITY UNDER
THE PLAN.
THE RECIPIENT ACKNOWLEDGES RECEIPT OF A COPY OF THE PLAN PRIOR TO
EXECUTION OF THIS AGREEMENT.
THE APPLICABLE PROVISIONS OF THE PLAN SHALL GOVERN
IN ANY SITUATION WHERE THIS AGREEMENT IS SILENT OR WHERE THE APPLICABLE
PROVISIONS OF THIS AGREEMENT ARE CONTRARY TO OR NOT RECONCILABLE WITH SUCH PLAN
PROVISIONS.
10.
MISCELLANEOUS.