AGREEMENT SHALL INTERFERE WITH OR LIMIT IN ANY WAY THE RIGHT OF THE COMPANY
OR ANY OF ITS SUBSIDIARIES TO TERMINATE PARTICIPANT'S EMPLOYMENT AT ANY TIME
(WITH OR WITHOUT CAUSE), NOR CONFER UPON PARTICIPANT ANY RIGHT TO CONTINUE IN
THE EMPLOY OF THE COMPANY OR ANY OF ITS SUBSIDIARIES FOR ANY PERIOD OF TIME OR
TO CONTINUE PARTICIPANT'S PRESENT (OR ANY OTHER) RATE OF COMPENSATION.
NOTHING
IN THIS AGREEMENT SHALL CONFER UPON PARTICIPANT ANY RIGHT TO BE SELECTED AGAIN
AS A PLAN PARTICIPANT.
10.
ADJUSTMENTS.
IN THE EVENT OF A
REORGANIZATION, RECAPITALIZATION, STOCK DIVIDEND OR STOCK SPLIT, OR COMBINATION
OR OTHER CHANGE IN THE SHARES OF COMMON STOCK, THE BOARD OR THE COMMITTEE MAY,
IN ORDER TO PREVENT THE DILUTION OR ENLARGEMENT OF RIGHTS UNDER THE AWARD, MAKE
SUCH ADJUSTMENTS IN THE NUMBER AND TYPE OF SHARES AUTHORIZED BY THE PLAN, THE
NUMBER AND TYPE OF SHARES COVERED BY THE AWARD AS MAY BE DETERMINED TO BE
APPROPRIATE AND EQUITABLE AND CONSISTENT WITH THE TREATMENT AFFORDED TO ALL
OTHER COMMON STOCK, INCLUDING THE SUBSTITUTION OF EQUITY INTERESTS IN OTHER
ENTITIES INVOLVED IN SUCH TRANSACTIONS, TO PROVIDE FOR CASH PAYMENTS IN LIEU OF
RESTRICTED OR UNRESTRICTED SHARES, AND TO DETERMINE WHETHER CONTINUED EMPLOYMENT
WITH ANY ENTITY RESULTING FROM SUCH A TRANSACTION WILL OR WILL NOT BE TREATED AS
CONTINUED EMPLOYMENT BY THE COMPANY OR A SUBSIDIARY OR AFFILIATE.
UNLESS
OTHERWISE DETERMINED BY THE COMMITTEE, SUCH STOCK, SECURITIES, CASH, PROPERTY OR
OTHER CONSIDERATION SHALL REMAIN SUBJECT TO ALL OF THE CONDITIONS, RESTRICTIONS
AND OTHER CRITERIA CONTAINED HEREIN THAT WERE APPLICABLE TO THE AWARD PRIOR TO
SUCH ADJUSTMENT.
11.
FURTHER ASSURANCES.
THE PARTIES HERETO
HEREBY AGREE TO EXECUTE SUCH FURTHER INSTRUMENTS AND TO TAKE SUCH ACTION AS MAY
REASONABLY BE NECESSARY TO CARRY OUT THE INTENT OF THIS AGREEMENT.
12.
REMEDIES.
THE PARTIES HERETO SHALL BE
ENTITLED TO ENFORCE THEIR RIGHTS UNDER THIS AGREEMENT SPECIFICALLY, TO RECOVER
DAMAGES BY REASON OF ANY BREACH OF ANY PROVISION OF THIS AGREEMENT AND TO
EXERCISE ALL OTHER RIGHTS EXISTING IN THEIR FAVOR.
THE PARTIES HERETO
ACKNOWLEDGE AND AGREE THAT MONEY DAMAGES WOULD NOT BE AN ADEQUATE REMEDY FOR ANY
BREACH OF THE PROVISIONS OF THIS AGREEMENT AND THAT ANY
PARTY HERETO MAY, IN ITS SOLE DISCRETION, APPLY TO ANY COURT OF LAW OR EQUITY OF
COMPETENT JURISDICTION FOR SPECIFIC PERFORMANCE AND/OR INJUNCTIVE RELIEF
(WITHOUT POSTING BOND OR OTHER SECURITY) IN ORDER TO ENFORCE OR PREVENT ANY
VIOLATION OF THE PROVISIONS OF THIS AGREEMENT.
13.
AMENDMENT.
EXCEPT AS OTHERWISE PROVIDED
HEREIN, ANY PROVISION OF THIS AGREEMENT MAY BE AMENDED OR WAIVED ONLY WITH THE
PRIOR WRITTEN CONSENT OF PARTICIPANT AND THE COMPANY.
14.
ARBITRATION.
IF ANY DISPUTE OR CLAIM ARISES
OUT OF THIS AGREEMENT, OR AS TO THE RIGHTS AND LIABILITIES OF THE PARTIES
HEREUNDER, OR AS TO THE BREACH OR INVALIDITY HEREOF, INCLUDING ANY DISPUTE,
CLAIM OR DIFFERENCE AS TO WHETHER AN ISSUE IS ARBITRABLE, THE PARTIES SHALL
SETTLE SUCH DISPUTE EXCLUSIVELY BY BINDING ARBITRATION IN ACCORDANCE WITH THE
THEN PREVAILING RULES OF THE AMERICAN