(g)Entire Agreement. This Agreement and the Plan contain all of the understandings
between the Company and the Participant concerning the RSUs granted hereunder
and supersede all prior agreements and understandings.
(h)Successors. This Agreement shall be binding upon and inure to the benefit of any
successor or successors of the Company and any person or persons who shall,
upon the Participant’s death, acquire any rights hereunder in accordance with this
Agreement or the Plan.
(i)Governing Law. To the extent not preempted by federal law, this Agreement shall
be construed in accordance with and governed by the laws of the State of
Delaware, without regard to any conflicts or choice of law, rule or principle that
might otherwise refer the interpretation of the award to the substantive law of
another jurisdiction.
(j)Compliance with Section 409A of the Internal Revenue Code. The RSUs are
intended to comply with Section 409A of the Code (“Section 409A”) to the extent
subject thereto, and shall be interpreted in accordance with Section 409A and
treasury regulations and other interpretive guidance issued thereunder, including
without limitation any such regulations or other guidance that may be issued after
the Date of Grant. The Company reserves the right to modify the terms of this
Agreement, including, without limitation, the payment provisions applicable to
the RSUs, to the extent necessary or advisable to comply with Section 409A and
reserves the right to make any changes to the RSUs so that the RSUs do not
become deferred compensation under Section 409A.
For purposes of this Agreement, each amount to be paid or benefit to be provided
shall be construed as a separate identified payment for purposes of Section 409A.
Notwithstanding any provision in the Plan or this Agreement to the contrary, if
the Participant is a “specified employee” and a payment subject to Section 409A
(and not excepted therefrom) to the Participant is due upon “separation from
service”, such payment shall be delayed for a period of six (6) months after the
date the Participant “separates from service” (as defined in Section 409A of the
Code) (or, if earlier, the death of the Participant). Any payment that would
otherwise have been due or owing during such six-month period will be paid
immediately following the end of the six-month period unless another compliant
date is specified in the applicable agreement. If the RSUs include a “series of
installment payments” (within the meaning of Treas. Reg. § 1.409A-2(b)(2)(iii)),
the Participant’s right to such series of installment payments shall be treated as a
right to a series of separate payments and not as a right to a single payment, and if
the RSUs include “dividend equivalents” (within the meaning of Treas. Reg. §
1.409A-3(e)), the Participant’s right to such dividend equivalents shall be treated
separately from the right to other amounts under the RSUs.