THE ESTATE OF SUCH PARTICIPANT AND THE EXECUTOR, ADMINISTRATOR OR
TRUSTEE OF SUCH ESTATE, OR ANY RECEIVER OR TRUSTEE IN BANKRUPTCY OR
REPRESENTATIVE OF THE PARTICIPANT'S CREDITORS.
8.
NO RIGHT TO CONTINUED EMPLOYMENT OR OTHER EQUITY AWARDS.
THE
GRANTING OF THE RSUS EVIDENCED HEREBY AND THIS AGREEMENT SHALL IMPOSE NO
OBLIGATION ON THE COMPANY OR ANY AFFILIATE TO (A) CONTINUE THE EMPLOYMENT OF THE
PARTICIPANT AND SHALL NOT LESSEN OR AFFECT THE COMPANY'S OR ITS AFFILIATE'S
RIGHT TO TERMINATE THE EMPLOYMENT OF SUCH PARTICIPANT OR (B) TO MAKE ANY FUTURE
SHARE OR
2
SHARE-BASED AWARDS TO THE PARTICIPANT, AND THIS GRANT OF RSUS DOES NOT
CONSTITUTE ANY INCREASE OF ANNUAL COMPENSATION OR BENEFITS TO BE PROVIDED TO THE
PARTICIPANT.
9.
WITHHOLDING.
IT SHALL BE A CONDITION OF THE OBLIGATION OF THE
COMPANY UPON DELIVERY OF COMMON STOCK TO THE PARTICIPANT PURSUANT TO SECTION 2
ABOVE THAT THE PARTICIPANT PAY TO THE COMPANY SUCH AMOUNT AS MAY BE REQUESTED BY
THE COMPANY FOR THE PURPOSE OF SATISFYING ANY LIABILITY FOR ANY FEDERAL, STATE
OR LOCAL INCOME OR OTHER TAXES REQUIRED BY LAW TO BE WITHHELD WITH RESPECT TO
SUCH COMMON STOCK.
THE COMPANY SHALL BE AUTHORIZED TO TAKE SUCH ACTION AS MAY
BE NECESSARY, IN THE OPINION OF THE COMPANY'S COUNSEL (INCLUDING, WITHOUT
LIMITATION, WITHHOLDING COMMON STOCK OTHERWISE DELIVERABLE TO THE PARTICIPANT
HEREUNDER AND/OR WITHHOLDING AMOUNTS FROM ANY COMPENSATION OR OTHER AMOUNT OWING
FROM THE COMPANY TO THE PARTICIPANT), TO SATISFY THE OBLIGATIONS FOR PAYMENT OF
THE MINIMUM AMOUNT OF ANY SUCH TAXES.
IN ADDITION, IF THE COMPANY'S ACCOUNTANTS
DETERMINE THAT THERE WOULD BE NO ADVERSE ACCOUNTING IMPLICATIONS TO THE COMPANY,
OR IF THE COMPANY OTHERWISE IN ITS DISCRETION ALLOWS THE FOLLOWING TO BE SO, THE
PARTICIPANT MAY BE PERMITTED TO ELECT TO USE COMMON STOCK OTHERWISE DELIVERABLE
TO THE PARTICIPANT HEREUNDER TO SATISFY ANY SUCH OBLIGATIONS, SUBJECT TO SUCH
PROCEDURES AS THE COMPANY'S ACCOUNTANTS MAY REQUIRE.
THE PARTICIPANT IS HEREBY
ADVISED TO SEEK HIS OR HER OWN TAX COUNSEL REGARDING THE TAXATION OF THE GRANT
OF RSUS MADE HEREUNDER.
10.
SECURITIES LAWS.
UPON THE DELIVERY OF ANY COMMON STOCK TO THE
PARTICIPANT, THE COMPANY MAY REQUIRE THE PARTICIPANT TO MAKE OR ENTER INTO SUCH
WRITTEN REPRESENTATIONS, WARRANTIES AND AGREEMENTS AS THE COMMITTEE MAY
REASONABLY REQUEST IN ORDER TO COMPLY WITH APPLICABLE SECURITIES LAWS OR WITH
THIS AGREEMENT.
THE DELIVERY OF THE COMMON STOCK HEREUNDER SHALL BE SUBJECT TO
ALL APPLICABLE LAWS, RULES AND REGULATIONS AND TO SUCH APPROVALS OF ANY
GOVERNMENTAL AGENCIES AS MAY BE REQUIRED.
11.
SECTION 409A OF THE CODE.
IN THE EVENT THAT IT IS REASONABLY
DETERMINED BY THE COMPANY THAT, AS A RESULT OF THE DEFERRED COMPENSATION TAX
RULES UNDER SECTION 409A OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (AND
ANY RELATED REGULATIONS OR OTHER PRONOUNCEMENTS THEREUNDER) ("THE DEFERRED
COMPENSATION TAX RULES"), BENEFITS THAT THE PARTICIPANT IS ENTITLED TO UNDER THE
TERMS OF THIS AGREEMENT MAY NOT BE MADE AT THE TIME CONTEMPLATED BY THE TERMS
HEREOF OR THEREOF, AS THE CASE MAY