other property credited to the Restricted Stock Unit Account other than Restricted Stock Units will be paid in cash, or, in the discretion of the Administrator, in kind.
5. Compliance with Laws and Regulations. The issuance and transfer of Common Stock upon vesting of the Restricted Stock Units is
subject to compliance by the Company and Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Companys Common Stock may be listed at the time of
such issuance or transfer. Grantee understands that the Company is under no obligation to register or qualify such shares of Common Stock with the Securities and Exchange Commission, any state securities commission, or any stock exchange to effect
6. Tax Withholding. As a condition to payment under Section 4 hereof, Grantee agrees that no
later than the date as of which the Restricted Stock Units vest, Grantee shall pay to the Company (in cash or to the extent permitted by the Administrator, by tendering shares of Common Stock held by Grantee, including shares that otherwise would be
issued and transferred to Participant as payment upon vesting of the Restricted Stock Units (Share Withholding), with a Fair Market Value on the date the Restricted Stock Units vest equal to the amount of Grantees
minimum statutory tax withholding liability, or to the extent permitted by the Administrator, a combination thereof) any federal, state, or local taxes of any kind required by law to be withheld with respect to the Restricted Stock Units for which
the restrictions lapse. Alternatively, the Company or its Subsidiaries will, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Grantee (including payments due when the Restricted Stock Units vest)
any federal, state, or local taxes of any kind required by law to be withheld with respect to such Restricted Stock Units.
Nontransferability. This Award is not transferable.
8. No Right to Continued Service. Nothing in the Plan or
this Agreement confers on Grantee any right to continue to serve as an Employee, Director or Consultant of the Company or any Subsidiary, or limits in any way the right of the Company or any Subsidiary to terminate Grantees Service to the
Company or any Subsidiary, with or without Cause.
9. Representations and Warranties of Grantee. Grantee represents and
warrants to the Company that:
(a) Agrees to Terms of the Plan. Grantee has received a copy of the Plan and has read and
understands the terms of the Plan and this Agreement, and agrees to be bound by their terms and conditions. Grantee acknowledges that there may be adverse tax consequences upon the vesting of Restricted Stock Units or thereafter if the Award is paid
and Grantee later disposes of the shares of Common Stock, and that Grantee should consult a tax advisor prior to such time.
(b) Cooperation. The Grantee agrees to sign such additional documentation as the Company may reasonably require from time to time.
10. Modification. The Agreement must not be amended or modified except in writing signed by both parties.
11. Plan. Except as otherwise provided herein, or unless the context clearly indicates otherwise, capitalized terms used but not
defined herein have the same definitions as provided in the Plan. The terms and provisions of the Plan are incorporated herein by reference, and the Grantee hereby acknowledges receiving a copy of the Plan. This Agreement and the Plan constitute the
entire agreement of the parties and supercede all prior undertakings and agreements with respect to the subject matter hereof. In the event of any inconsistency between the nondiscretionary terms and provisions of this Agreement and the Plan, the
Plan will govern.
12. Interpretation. In the event of any dispute regarding the interpretation of this Agreement,
Grantee, the Company, or both shall submit such dispute to the Administrator for review. The resolution of such a dispute by the Administrator shall be final and binding on the Company and Grantee.