THE RSUS AND THE DELIVERY OF ANY
DIRECTOR STOCK HEREUNDER, DIRECTOR REPRESENTS AND WARRANTS TO, AND AGREES WITH,
THE COMPANY THAT:
(I)
THE RSUS AND THE DIRECTOR STOCK TO BE ACQUIRED BY DIRECTOR
PURSUANT TO THIS AGREEMENT SHALL BE ACQUIRED FOR DIRECTOR'S OWN ACCOUNT AND NOT
WITH A VIEW TO, OR INTENTION OF, DISTRIBUTION THEREOF IN VIOLATION OF THE
SECURITIES ACT, OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE RSUS AND THE
DIRECTOR STOCK SHALL NOT BE DISPOSED OF IN CONTRAVENTION OF THE SECURITIES ACT
OR ANY APPLICABLE STATE SECURITIES LAWS.
(II)
THIS AGREEMENT CONSTITUTES THE LEGAL, VALID AND BINDING
OBLIGATION OF DIRECTOR, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, AND THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY DIRECTOR DO NOT AND
SHALL NOT CONFLICT WITH, VIOLATE OR CAUSE A BREACH OF ANY AGREEMENT, CONTRACT OR
INSTRUMENT TO WHICH DIRECTOR IS A PARTY OR ANY JUDGMENT, ORDER OR DECREE TO
WHICH DIRECTOR IS SUBJECT.
(III)
DIRECTOR HAS NOT TAKEN ANY ACTION THAT CONSTITUTES A CONFLICT
WITH, VIOLATION OR BREACH OF, AND THE EXECUTION AND DELIVERY OF THIS AGREEMENT
AND THE OTHER AGREEMENTS CONTEMPLATED HEREBY WILL NOT CONFLICT WITH, VIOLATE OR
CAUSE A BREACH OF, ANY NONCOMPETE, NONSOLICITATION OR CONFIDENTIALITY AGREEMENT
TO WHICH DIRECTOR IS A PARTY OR BY WHICH DIRECTOR IS BOUND.
DIRECTOR AGREES TO
NOTIFY THE BOARD OF ANY MATTER (INCLUDING, BUT NOT LIMITED TO, ANY POTENTIAL
ACQUISITION BY THE COMPANY) WHICH, TO DIRECTOR'S KNOWLEDGE, MIGHT REASONABLY BE
EXPECTED TO VIOLATE OR CAUSE A BREACH OF ANY SUCH AGREEMENT.
(IV)
DIRECTOR IS A RESIDENT OF THE [STATE] [COMMONWEALTH] OF
.
(V)
DIRECTOR HAS BEEN ADVISED AND ENCOURAGED IN WRITING (VIA THIS
AGREEMENT) TO CONSULT WITH AN ATTORNEY AND A TAX ADVISOR PRIOR TO SIGNING THIS
AGREEMENT.
(D)
AS AN INDUCEMENT TO THE COMPANY TO ISSUE ANY RSUS TO DIRECTOR, AND
AS A CONDITION THERETO, DIRECTOR ACKNOWLEDGES AND AGREES THAT NEITHER THE
ISSUANCE OF THE RSUS OR THE DELIVERY OF ANY DIRECTOR STOCK NOR ANY PROVISION
CONTAINED HEREIN SHALL ENTITLE DIRECTOR TO A DIRECTORSHIP ON THE BOARD AND/OR ON
THE BOARD OF DIRECTORS OF THE SUBSIDIARIES, OR AFFECT THE RIGHT OF THE COMPANY
TO TERMINATE DIRECTOR'S DIRECTORSHIP AT ANY TIME, WITH OR WITHOUT CAUSE.
(E)
THE COMPANY AND DIRECTOR ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT
HAS BEEN EXECUTED AND DELIVERED, THE RSUS HAVE BEEN GRANTED AND ANY DIRECTOR
STOCK THAT MAY BE DELIVERED HEREUNDER WILL BE DELIVERED, IN CONNECTION WITH AND
AS A PART OF THE COMPENSATION AND INCENTIVE ARRANGEMENTS BETWEEN THE COMPANY AND
DIRECTOR.
(F)
IN CONNECTION WITH THE ISSUANCE OF ANY DIRECTOR STOCK HEREUNDER,
DIRECTOR HEREBY AGREES AND ACKNOWLEDGES THAT ALL OF THE SHARES OF THE DIRECTOR
STOCK ARE SUBJECT IN ALL RESPECTS TO THE TERMS OF THIS AGREEMENT.
2
3.
VESTING.
(A)
EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 3, THE RSUS SHALL
BECOME VESTED IN ACCORDANCE WITH THE FOLLOWING SCHEDULE, IF AS OF EACH SUCH DATE
DIRECTOR HAS CONTINUOUSLY SERVED AS A DIRECTOR ON THE BOARD AND/OR ON THE BOARD
OF DIRECTORS OF THE