CORPORATION OR A RELATED ENTITY OR TO INTERFERE IN ANY WAY
WITH THE RIGHT OF THE CORPORATION OR A RELATED ENTITY TO TERMINATE THE
PARTICIPANT'S SERVICE AT ANY TIME.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN
THE PLAN AND THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO SCHEDULE A), ALL
RIGHTS OF THE PARTICIPANT UNDER THE PLAN WITH RESPECT TO THE UNVESTED PORTION OF
HIS AWARD SHALL TERMINATE UPON THE TERMINATION OF SERVICE OF THE PARTICIPANT
WITH THE CORPORATION OR A RELATED ENTITY.
9.
NONTRANSFERABILITY OF AWARD AND SHARES.
THE AWARD SHALL
NOT BE TRANSFERABLE (INCLUDING BY SALE, ASSIGNMENT, PLEDGE OR HYPOTHECATION)
OTHER THAN BY WILL OR THE LAWS OF INTESTATE SUCCESSION.
THE DESIGNATION OF A
BENEFICIARY IN ACCORDANCE WITH THE PLAN DOES NOT CONSTITUTE A TRANSFER.
THE
PARTICIPANT SHALL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR OTHERWISE ENCUMBER THE
SHARES SUBJECT TO THE AWARD UNTIL ALL CONDITIONS TO VESTING HAVE BEEN MET.
10.
WITHHOLDING; TAX MATTERS.
(A)
THE PARTICIPANT ACKNOWLEDGES THAT THE CORPORATION SHALL
REQUIRE THE PARTICIPANT TO PAY THE CORPORATION THE AMOUNT OF ANY FEDERAL, STATE,
LOCAL, FOREIGN OR OTHER TAX OR OTHER AMOUNT REQUIRED BY ANY GOVERNMENTAL
AUTHORITY TO BE WITHHELD AND PAID OVER BY THE CORPORATION TO SUCH AUTHORITY FOR
THE ACCOUNT OF THE PARTICIPANT, AND THE PARTICIPANT AGREES, AS A CONDITION TO
THE GRANT OF THE AWARD, TO SATISFY SUCH OBLIGATIONS.
(B)
THE PARTICIPANT ACKNOWLEDGES THAT THE CORPORATION HAS MADE NO
WARRANTIES OR REPRESENTATIONS TO THE PARTICIPANT WITH RESPECT TO THE TAX
CONSEQUENCES (INCLUDING BUT NOT LIMITED TO INCOME TAX CONSEQUENCES) WITH RESPECT
TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AND THE PARTICIPANT IS IN NO
MANNER RELYING ON THE CORPORATION OR ITS REPRESENTATIVES FOR AN ASSESSMENT OF
SUCH TAX CONSEQUENCES.
THE PARTICIPANT ACKNOWLEDGES THAT THERE MAY BE ADVERSE
TAX CONSEQUENCES UPON THE GRANT OF THE AWARD AND/OR THE ACQUISITION OR
DISPOSITION OF THE SHARES SUBJECT TO THE AWARD AND THAT THE PARTICIPANT HAS BEEN
ADVISED THAT HE SHOULD CONSULT WITH HIS OWN ATTORNEY, ACCOUNTANT AND/OR TAX
ADVISOR REGARDING THE DECISION TO ENTER INTO THIS AGREEMENT AND THE CONSEQUENCES
THEREOF.
THE PARTICIPANT ALSO ACKNOWLEDGES THAT THE CORPORATION HAS NO
RESPONSIBILITY TO TAKE OR REFRAIN FROM TAKING ANY ACTIONS IN ORDER TO ACHIEVE A
CERTAIN TAX RESULT FOR THE PARTICIPANT.
11.
ADMINISTRATION.
THE AUTHORITY TO CONSTRUE AND INTERPRET THIS
AGREEMENT AND THE PLAN, AND TO ADMINISTER ALL ASPECTS OF THE PLAN, SHALL BE
VESTED IN THE ADMINISTRATOR, AND THE ADMINISTRATOR SHALL HAVE ALL POWERS WITH
RESPECT TO THIS AGREEMENT AS ARE PROVIDED IN THE PLAN.
ANY INTERPRETATION OF
THE AGREEMENT BY THE ADMINISTRATOR AND ANY DECISION MADE BY IT WITH RESPECT TO
THE AGREEMENT IS FINAL AND BINDING.
12.
SUPERSEDING AGREEMENT; BINDING EFFECT.
THIS AGREEMENT
SUPERSEDES ANY STATEMENTS, REPRESENTATIONS OR AGREEMENTS OF THE CORPORATION WITH
RESPECT TO THE GRANT OF THE AWARD, ANY OTHER EQUITY-BASED AWARDS OR ANY RELATED
RIGHTS, AND THE PARTICIPANT HEREBY WAIVES ANY RIGHTS OR CLAIMS RELATED TO ANY
SUCH STATEMENTS, REPRESENTATIONS OR AGREEMENTS.
EXCEPT AS MAY BE OTHERWISE
PROVIDED IN SECTION 18 OF THE PLAN,