9. Section 83(b) Election. Holder may elect under Section 83(b) of the Code to include in his or her gross income, for his or her taxable year in which the Award Restricted Shares are transferred to such Holder under this Award, the excess of the fair market value (determined without regard to any Restriction other than one which by its terms will never lapse), of such Award Restricted Shares at the Date of Grant, over the amount (if any) paid for the Award Restricted Shares. If the Holder makes the Section 83(b) election described above, the Holder shall (i) make such election in a manner that is satisfactory to the Committee, (ii) provide the Committee with a copy of such election, (iii) agree to promptly notify the Company if any Internal Revenue Service or state tax agent, on audit or otherwise, questions the validity or correctness of such election or of the amount of income reportable on account of such election, and (iv) agree to pay the withholding amounts described in Section 5(a) above.
10. Interpretation. Any dispute regarding the interpretation of this Award shall be submitted by the Holder or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Holder and the Company. In the event of any inconsistency between the terms and conditions of this Award and any existing employment agreement, service contract or other agreement between the Holder and the Company (each, a Service Agreement), the terms and conditions of this Award shall control.
(a) Headings contained in this Award are for convenience only and shall in no manner be construed as part of this Award.
(b) Any reference to the masculine, feminine, or neuter gender shall be a reference to such other gender as is appropriate.
11. Adjustment. Unless the Committee specifically determines otherwise, the Award Restricted Shares shall be subject to adjustment or substitution as to the number, or, if applicable, kind of shares of stock or other consideration subject to such Awards or as otherwise determined by the Committee to be equitable (a) in the event of changes in the outstanding Common Stock or in the capital structure of the Company, by reason of stock dividends, stock splits, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges or other relevant changes in capitalization occurring after the date of the grant of any such Award or (b) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, the Holder under this Agreement, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Agreement. The Company shall give each Holder notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.
12. Amendment. The Committee has the right to amend, alter, suspend, discontinue or cancel any unvested Award Restricted Shares granted under this Agreement, prospectively or retroactively; provided, that, no such amendment, shall adversely affect the Holders material rights or vested Award Restricted Shares under this Agreement without the Holders consent.
13. Assignment. The Company may assign any of its rights under this Award. This Award will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject