COMMITTEE. WITHOUT LIMITING THE FOREGOING, IT IS UNDERSTOOD
THAT AFFILIATES OF THE COMPANY MAY RESELL COMMON STOCK ONLY PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, PURSUANT TO RULE 144
UNDER THE SECURITIES ACT, OR PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT. THE PARTICIPANT UNDERSTANDS AND AGREES THAT ANY AND
ALL TRANSACTIONS INVOLVING SHARES OF COMMON STOCK OR OTHER SECURITIES OF THE
COMPANY MUST COMPLY WITH APPLICABLE LAWS, RULES, REGULATIONS AND POLICIES,
INCLUDING BUT NOT LIMITED TO THE COMPANY'S POLICY REGARDING INSIDER TRADING,
WHICH POLICY, AMONG OTHER THINGS, PROHIBITS TRANSACTIONS INVOLVING SHARES OF
COMMON STOCK OR OTHER SECURITIES OF THE COMPANY BY INDIVIDUALS WHO HAVE MATERIAL
NON-PUBLIC INFORMATION RELATING TO THE COMPANY.
13.
APPLICABLE LAW. EXCEPT WITH RESPECT TO THE PROVISIONS OF APPENDIX
C HERETO, 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, 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.
14.
SECTION 409A. THIS AGREEMENT IS INTENDED TO COMPLY WITH THE
SHORT-TERM DEFERRAL RULES UNDER SECTION 409A OF THE INTERNAL REVENUE CODE (AND
THE REGULATIONS THEREUNDER) AND SHALL BE LIMITED, CONSTRUED AND INTERPRETED IN A
MANNER SO AS TO COMPLY THEREWITH. NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, ANY PROVISION IN THIS AGREEMENT THAT IS INCONSISTENT WITH THE
SHORT-TERM DEFERRAL RULES UNDER SECTION 409A OF THE INTERNAL REVENUE CODE (AND
THE REGULATIONS THEREUNDER) SHALL BE DEEMED TO BE AMENDED TO COMPLY WITH SECTION
409A (AND THE REGULATIONS THEREUNDER) AND TO THE EXTENT SUCH PROVISION CANNOT BE
AMENDED TO COMPLY THEREWITH, SUCH PROVISION SHALL BE NULL AND VOID.
15.
APPENDICES. IT IS UNDERSTOOD AND AGREED THAT THE APPENDICES HERETO
FORM AN INTEGRAL PART OF THIS AGREEMENT. THE PARTICIPANT AGREES TO COMPLY WITH
THE PROVISIONS OF THE APPENDICES, INCLUDING, BUT NOT LIMITED TO, THE PROVISIONS
OF APPENDIX B AND APPENDIX C.
6
The Participant acknowledges that the Participant (1) has been advised to
consult with an attorney prior to executing this Agreement, (2) has read this
Agreement (including the Appendices) carefully and understands all of its terms,
including but not limited to (x) the provisions of Appendix B relating to
confidentiality and non-solicitation and (y) the provisions of Appendix C
requiring mandatory arbitration