AWARD SHALL BE DEEMED
TO CREATE IN ANY WAY WHATSOEVER ANY OBLIGATION ON YOUR PART TO CONTINUE IN THE
EMPLOY OF THE COMPANY, OR OF THE COMPANY TO CONTINUE YOUR EMPLOYMENT.
IN
ADDITION, NOTHING IN YOUR AWARD SHALL OBLIGATE THE COMPANY OR AN AFFILIATED
CORPORATION, THEIR RESPECTIVE STOCKHOLDERS, BOARDS OF DIRECTORS, OFFICERS OR
EMPLOYEES TO CONTINUE ANY RELATIONSHIP THAT YOU MIGHT HAVE AS A DIRECTOR OR
CONSULTANT FOR THE COMPANY OR AN AFFILIATED CORPORATION.
13.
TAX CONSEQUENCES. YOU UNDERSTAND THAT UNLESS
A PROPER AND TIMELY SECTION 83(B) ELECTION HAS BEEN MADE AS FURTHER DESCRIBED
BELOW, GENERALLY UNDER SECTION 83 OF THE CODE, AT THE TIME THE SHARES VEST, YOU
WILL RECOGNIZE ORDINARY INCOME EQUAL TO THE FAIR MARKET VALUE OF THE SHARES THEN
VESTING.
YOU ARE SOLELY RESPONSIBLE FOR TAX OBLIGATIONS THAT ARISE AS A RESULT
OF THE VESTING OR SALE OF THE SHARES.
WHEN YOU RECOGNIZE INCOME UPON VESTING OF
THE SHARES, OR UPON FILING A SECTION 83(B) ELECTION AS DESCRIBED BELOW, THE
COMPANY SHALL HAVE THE RIGHT TO REQUIRE THE PAYMENT (THROUGH WITHHOLDING FROM
THE RECIPIENT'S SALARY OR OTHERWISE) OF ANY FEDERAL, STATE, LOCAL OR FOREIGN
TAXES BASED ON THE FAIR MARKET VALUE OF THE SHARES THEN VESTING (OR, IN THE CASE
OF AN ELECTION UNDER SECTION 83(B), AS OF THE DATE OF ISSUANCE).YOU ACKNOWLEDGE
THAT IT IS YOUR RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION
UNDER CODE SECTION 83(B), EVEN IF YOU REQUEST THE COMPANY TO MAKE THE FILING ON
YOUR BEHALF.
14.
15.
NOTICES.
ANY NOTICES PROVIDED FOR IN YOUR
AWARD OR THE PLAN SHALL BE GIVEN IN WRITING AND SHALL BE DEEMED EFFECTIVELY
GIVEN UPON RECEIPT OR, IN THE CASE OF NOTICES DELIVERED BY MAIL BY THE COMPANY
TO YOU, FIVE (5) DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, POSTAGE PREPAID,
ADDRESSED TO YOU AT THE LAST ADDRESS YOU PROVIDED TO THE COMPANY.
16.
MISCELLANEOUS.
(A)
THE RIGHTS AND OBLIGATIONS OF THE COMPANY
UNDER YOUR AWARD SHALL BE TRANSFERABLE TO ANY ONE OR MORE PERSONS OR ENTITIES,
AND ALL COVENANTS AND AGREEMENTS HEREUNDER
3
SHALL INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY THE COMPANY'S SUCCESSORS
AND ASSIGNS. YOUR RIGHTS AND OBLIGATIONS UNDER YOUR AWARD MAY ONLY BE ASSIGNED
WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
(B)
YOU AGREE UPON REQUEST TO EXECUTE ANY
FURTHER DOCUMENTS OR INSTRUMENTS NECESSARY OR DESIRABLE IN THE SOLE
DETERMINATION OF THE COMPANY TO CARRY OUT THE PURPOSES OR INTENT OF YOUR AWARD.
(C)
YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
REVIEWED YOUR AWARD IN ITS ENTIRETY, HAVE HAD AN OPPORTUNITY TO OBTAIN THE
ADVICE OF COUNSEL PRIOR TO EXECUTING AND ACCEPTING YOUR AWARD AND FULLY
UNDERSTAND ALL PROVISIONS OF YOUR AWARD.
17.
GOVERNING PLAN DOCUMENT.
YOUR AWARD IS
SUBJECT TO ALL THE PROVISIONS OF THE PLAN, THE PROVISIONS OF WHICH ARE HEREBY
MADE A PART OF YOUR AWARD, AND IS FURTHER SUBJECT TO ALL INTERPRETATIONS,
AMENDMENTS, RULES AND REGULATIONS WHICH MAY FROM TIME TO TIME BE PROMULGATED AND
ADOPTED PURSUANT TO THE