ORDER TO MEET ANY TAX WITHHOLDING OBLIGATIONS
UNDER THIS AWARD AGREEMENT OR THE PLAN.
AS SUCH, IF THE COMPANY REQUESTS THAT
PARTICIPANT TAKE ANY ACTION REQUIRED TO EFFECT ANY ACTION DESCRIBED IN THIS
SECTION 11 AND TO SATISFY THE TAX WITHHOLDING OBLIGATION PURSUANT TO THIS AWARD
AGREEMENT AND THE PLAN, PARTICIPANT HEREBY AGREES TO PROMPTLY TAKE ANY SUCH
ACTION.
(C)
SECTION 83(B). PARTICIPANT UNDERSTANDS THAT
ANY ELECTION UNDER SECTION 83(B) OF THE CODE, WITH REGARD TO THE RESTRICTED
STOCK MUST BE MADE WITHIN THIRTY (30) DAYS OF THE GRANT DATE AND THAT, IN THE
EVENT OF SUCH ELECTION, PARTICIPANT WILL SO NOTIFY THE COMPANY IN WRITING ON OR
BEFORE SUCH DATE.
4
12.
NO GUARANTEE OF TAX CONSEQUENCES.
THE
COMPANY, BOARD AND COMMITTEE MAKE NO COMMITMENT OR GUARANTEE TO PARTICIPANT THAT
ANY FEDERAL, STATE OR LOCAL TAX TREATMENT WILL APPLY OR BE AVAILABLE TO ANY
PERSON ELIGIBLE FOR BENEFITS UNDER THIS AWARD AGREEMENT AND ASSUMES NO LIABILITY
WHATSOEVER FOR THE TAX CONSEQUENCES TO PARTICIPANT.
13.
CONDITION AND CONSIDERATION.
THE COMPANY IS
ENTERING INTO THIS AWARD AGREEMENT WITH PARTICIPANT, IN PART, AS CONSIDERATION
FOR THE EXECUTION BY PARTICIPANT AND/OR CONTINUED ENFORCEABILITY OF THE
COMPANY'S PROPRIETARY INFORMATION AND INVENTIONS AND NON-COMPETITION AGREEMENT.
14.
SEVERABILITY.
IN THE EVENT THAT ANY PROVISION
OF THIS AWARD AGREEMENT IS, BECOMES OR IS DEEMED TO BE ILLEGAL, INVALID, OR
UNENFORCEABLE FOR ANY REASON, OR WOULD DISQUALIFY THE PLAN OR THIS AWARD
AGREEMENT UNDER ANY LAW DEEMED APPLICABLE BY THE BOARD OR THE COMMITTEE, SUCH
PROVISION SHALL BE CONSTRUED OR DEEMED AMENDED AS NECESSARY TO CONFORM TO THE
APPLICABLE LAWS, OR IF IT CANNOT BE CONSTRUED OR DEEMED AMENDED WITHOUT, IN THE
DETERMINATION OF THE BOARD OR THE COMMITTEE, MATERIALLY ALTERING THE INTENT OF
THE PLAN OR THIS AWARD AGREEMENT, SUCH PROVISION SHALL BE STRICKEN AS TO SUCH
JURISDICTION, THE PARTICIPANT OR THIS AWARD AGREEMENT, AND THE REMAINDER OF THIS
AWARD AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT.
15.
TERMS OF THE PLAN CONTROL.
THIS AWARD
AGREEMENT AND THE UNDERLYING AWARD ARE MADE PURSUANT TO THE PLAN.
NOTWITHSTANDING ANYTHING IN THIS AWARD AGREEMENT TO THE CONTRARY, THE TERMS OF
THE PLAN, AS AMENDED FROM TIME TO TIME AND INTERPRETED AND APPLIED BY THE
COMMITTEE, SHALL GOVERN AND TAKE PRECEDENCE.
16.
GOVERNING LAW.
THIS AWARD AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH (EXCLUDING ANY CONFLICT OR CHOICE OF LAW PROVISIONS
OF) THE LAWS OF THE STATE OF DELAWARE TO THE EXTENT FEDERAL LAW DOES NOT
SUPERSEDE AND PREEMPT DELAWARE LAW.
17.
CONSENT TO ELECTRIC DELIVERY; ELECTRONIC
SIGNATURE.
EXCEPT AS OTHERWISE PROHIBITED BY LAW, IN LIEU OF RECEIVING
DOCUMENTS IN PAPER FORMAT, PARTICIPANT AGREES, TO THE FULLEST EXTENT PERMITTED
BY LAW, TO ACCEPT ELECTRONIC DELIVERY OF ANY DOCUMENTS THAT THE COMPANY MAY BE
REQUIRED TO DELIVER (INCLUDING, BUT NOT LIMITED TO, PROSPECTUSES, PROSPECTUSES
SUPPLEMENTS, GRANT OR AWARD NOTIFICATIONS AND AGREEMENTS, ACCOUNT STATEMENTS,
ANNUAL AND QUARTERLY REPORTS, AND ALL OTHER FORMS OF COMMUNICATIONS) IN
CONNECTION WITH THIS AND ANY OTHER AWARD MADE OR OFFERED BY THE COMPANY.
ELECTRONIC DELIVERY