amount of Shares otherwise deliverable to the Participant hereunder]1 [Unless otherwise determined by the Company, in its sole discretion, any statutorily required withholding obligation with regard to the Participant shall be satisfied by the Company effectuating a broker-assisted sale of the number of Shares otherwise deliverable to the Participant hereunder necessary to comply with such withholding obligation and the Participant remitting the proceeds of such sale to the Company]2.
6. Non-Transferability. The RSUs may not, at any time prior to being settled, be assigned, alienated, pledged, attached, sold, or otherwise transferred or encumbered by the Participant, other than by will or by the laws of descent and distribution. Any such purported assignment, alienation, pledge, attachment, sale, transfer, or encumbrance shall be void and unenforceable against the Company.
7. Restrictions. The Participant has read and understands the restrictions, limitations, and the Companys rights set forth in the Plan and this Agreement that will be imposed on the RSUs and any Shares issued in respect of the RSUs.
8. Non-Reliance. The Participant has not relied upon any oral representation made to the Participant relating to the RSUs or the Shares or upon information presented in any promotional meeting or material relating to the RSUs.
9. Legends. The Participant understands and acknowledges that any certificate evidencing the Shares (or evidencing any other securities issued with respect thereto pursuant to any stock split, stock dividend, merger, or other form of reorganization or recapitalization) when issued shall bear any legends that may be required by applicable federal and state securities laws, this Agreement, or the Plan. The Administrator reserves the right to account for Shares through book-entry or other electronic means rather than the issuance of stock certificates.
(a) Compliance with Laws. The grant of RSUs and the issuance of Shares hereunder shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules, and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act, and in each case any respective rules and regulations promulgated thereunder) and any other law, rule, regulation, or exchange requirement applicable thereto.
(b) Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and of the Participant and the beneficiaries, executors, administrators, and heirs of the Participant.
|1 || |
Note to Draft: To be included for Section 16 individuals and other select individuals, as determined by the Company.
|2 || |
Note to Draft: To be included for all individuals who are not covered by Note 1.