continue in the employ of the Company, or of the Company to continue the Employees employment with
the Company. The Employees employment with the Company is on an at-will basis only.
8. Address for Notices. Any notice to be given to the Company under the terms of this
Agreement will be addressed to the Company at its principal place of business (Attention:
), or at such other address as the Company may hereafter designate in writing.
9. Grant is Not Transferable. Except to the limited extent provided in paragraph 5,
this grant and the rights and privileges conferred hereby will not be transferred, assigned,
pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be
subject to sale under execution, attachment or similar process. Upon any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred
hereby, or upon any attempted sale under any execution, attachment or similar process, this grant
and the rights and privileges conferred hereby immediately will become null and void.
10. Binding Agreement. Subject to the limitation on the transferability of this grant
contained herein, this Agreement will be binding upon and inure to the benefit of the heirs,
legatees, legal representatives, successors and assigns of the parties hereto.
11. Additional Conditions to Issuance of Stock. If at any time the Company will
determine, in its discretion, that the listing, registration or qualification of the shares of
Stock upon any securities exchange or under any state or federal law, or the consent or approval of
any governmental regulatory authority, is necessary or desirable as a condition to the issuance of
shares of Stock to the Employee (or his estate), such issuance will not occur unless and until such
listing, registration, qualification, consent or approval will have been effected or obtained free
of any conditions not acceptable to the Company. The Company will make all reasonable efforts to
meet the requirements of any such state or federal law or securities exchange and to obtain any
such consent or approval of any such governmental authority.
12. Plan Governs. This Agreement is subject to all terms and provisions of the Plan.
In the event of a conflict between one or more provisions of this Agreement and one or more
provisions of the Plan, the provisions of the Plan will govern.
13. Administrator Authority. The Administrator will have the power to interpret the
Plan and this Agreement and to adopt such rules for the administration, interpretation and
application of the Plan and this Agreement as are consistent therewith and to interpret or revoke
any such rules (including, but not limited to, the determination of whether or not any RSUs have
vested). All actions taken and all interpretations and determinations made by the Administrator in
good faith will be final and binding upon Employee, the Company and all other interested persons.
No member of the Administrator will be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or this Agreement.
14. Captions. Captions provided herein are for convenience only and are not to serve
as a basis for interpretation or construction of this Agreement.
15. Agreement Severable. In the event that any provision in this Agreement will be
held invalid or unenforceable, such provision will be severable from, and such invalidity or
unenforceability will not be construed to have any effect on, the remaining provisions of this
16. Amendment. The Committee may amend, terminate or revoke this Agreement in any
respect to the extent determined necessary or desirable by the Committee in its discretion to