(CURRENTLY CHARLES SCHWAB) (THE "ADMINISTRATOR").
THE COMPANY MAY
CONDITION THE DELIVERY OF SHARES OF COMMON STOCK TO THE PARTICIPANT WITH RESPECT
TO ANY VESTED RSUS UPON THE PARTICIPANT OPENING A BROKERAGE ACCOUNT WITH THE
ADMINISTRATOR.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK (OTHER THAN THE CONFLICT OF LAWS
PROVISIONS THEREOF).
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN
THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND CONTROLS AND
SUPERSEDES ANY PRIOR UNDERSTANDINGS, AGREEMENTS OR REPRESENTATIONS BY OR BETWEEN
THE PARTIES, WRITTEN OR ORAL WITH RESPECT TO ITS SUBJECT MATTER, INCLUDING BUT
NOT LIMITED TO THE PROVISIONS OF ANY AND ALL EMPLOYMENT AGREEMENTS AND OFFER
LETTERS (SUCH AS TERMS PROVIDING FOR ACCELERATION OR OTHER ENHANCEMENT TO
RESTRICTED STOCK OR OTHER EQUITY INTERESTS IN THE EVENT OF THE OCCURRENCE OF
SPECIFIED EVENTS), EXCEPT AND ONLY TO THE EXTENT OF ANY OBLIGATIONS OF THE
COMPANY OR ITS AFFILIATES RELATING TO SECTION 280G OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, AND MAY NOT BE MODIFIED EXCEPT BY WRITTEN INSTRUMENT
EXECUTED BY THE PARTIES.
THE PARTICIPANT HAS NOT RELIED ON ANY REPRESENTATION
NOT SET FORTH IN THIS AGREEMENT.
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