5.NONTRANSFERABILITY. No portion of the RSUs may be sold, assigned, transferred,
encumbered, hypothecated, or pledged by the Participant, other than to the Company as a
result of forfeiture of the RSUs as provided herein, unless otherwise provided by the
Committee.
6.TAXES. The Participant shall be solely responsible for any applicable taxes (including,
without limitation, income and excise taxes) and penalties, and any interest that accrues
thereon, that the Participant incurs in connection with the receipt, vesting or settlement of
any RSUs granted hereunder.
7.RIGHTS AS STOCKHOLDER. The Participant will not have any rights as a stockholder
in the Stock corresponding to the RSUs.
8.MISCELLANEOUS.
(a)No Right To Continued Service. This Agreement shall not confer upon the
Participant any right to continue in the service of the Company or a Subsidiary or
to be entitled to any remuneration or benefits not set forth in this Agreement or
the Plan nor interfere with or limit the right of the Company or a Subsidiary to
modify the terms of or terminate the Participant’s service at any time.
(b)No Advice Regarding Grant. The Company is not providing any tax, legal or
financial advice, nor is the Company making any recommendations regarding the
Participant’s participation in the Plan. The Participant is hereby advised to
consult with the Participant’s own personal tax, legal and financial advisors
regarding the Participant’s participation in the Plan before taking any action
related to the Plan or the RSUs.
(c)Cancellation/Clawback. The Participant hereby acknowledges and agrees that the
Participant and the RSUs are subject to the terms and conditions of Section 15(i)
of the Plan (regarding reduction, cancellation, forfeiture or recoupment of Awards
upon the occurrence of certain specified events).
(d)Plan to Govern. This Agreement and the rights of the Participant hereunder are
subject to all of the terms and conditions of the Plan as the same may be amended
from time to time, as well as to such rules and regulations as the Committee may
adopt for the administration of the Plan.
(e)Amendment. Subject to the restrictions set forth in the Plan, the Company may
from time to time suspend, modify or amend this Agreement or the Plan. Subject
to the Company’s rights pursuant to Sections 3(c) and 13 Plan, no amendment of
the Plan or this Agreement may, without the consent of the Participant, adversely
affect the rights of the Participant in a material manner with respect to the RSUs
granted pursuant to this Agreement.
(f)Severability. In the event that any provision of this Agreement shall be held illegal
or invalid for any reason, such illegality or invalidity shall not affect the