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 WITHHOLDING.
THE PARTIES HERETO RECOGNIZE THAT THE COMPANY
MAY BE OBLIGATED TO WITHHOLD FEDERAL AND STATE INCOME TAXES OR OTHER TAXES UPON
THE VESTING OF THE SHARES, OR, IN THE EVENT THAT YOU ELECT UNDER SECTION 83(B)
OF INTERNAL REVENUE CODE, AS AMENDED (THE "CODE") TO REPORT THE RECEIPT OF THE
SHARES AS INCOME IN THE YEAR OF RECEIPT, UPON YOUR RECEIPT OF THE SHARES.
YOU
AGREE THAT, AT SUCH TIME, IF YOU ARE REQUIRED TO WITHHOLD SUCH TAXES, YOU SHALL
PROMPTLY PAY IN CASH UPON DEMAND TO THE COMPANY HAVING SUCH OBLIGATION, SUCH
AMOUNTS AS SHALL BE NECESSARY TO SATISFY SUCH OBLIGATION.
14.
TAX CONSEQUENCES. YOU UNDERSTAND THAT THE ACQUISITION AND VESTING
OF THE SHARES MAY HAVE ADVERSE TAX CONSEQUENCES THAT MAY BE AVOIDED OR MITIGATED
BY FILING AN ELECTION UNDER SECTION 83(B) OF THE CODE.
SUCH ELECTION MUST BE
FILED WITHIN THIRTY (30) DAYS AFTER THE DATE OF GRANT.
YOU ACKNOWLEDGE THAT IT
IS YOUR OWN 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.
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.
3
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 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