(h) Survival. The restrictive covenants and forfeiture provisions contained in this Section 4 shall survive the termination of Participants employment.
5. Timing and Form of Payment. Once the RSUs vest, the Participant will be entitled to receive an amount, in cash, equal to the product of (a) the Fair Market Value of a Share on the Vesting Date or such earlier vesting date as provided in this Agreement, and (b) the number of RSUs that have vested; provided, that the amount delivered to the Participant shall be subject to withholding as described in Section 9.
6. Conditions. Notwithstanding anything herein to the contrary, no cash will be payable upon vesting of the RSUs if such payment may, in the opinion of counsel for the Company, violate the Securities Act of 1933, as amended (or other federal or state statutes having similar requirements), as it may be in effect at that time or the requirements of any stock exchange on which the Shares may be listed at the time of such payment, or cause the Company to violate the terms of the Plan.
7. Non-Transferable. The RSUs may not be sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise disposed of or encumbered, except by will or the laws of descent, as provided in Section 6(d) of the Plan.
8. References. References herein to rights and obligations of the Participant shall apply, where appropriate, to the Participants legal representative or guardian without regard to whether specific reference to such legal representative or guardian is contained in a particular provision of this Agreement or the Plan.
9. Taxes. The Participant shall be responsible for all taxes required to be paid under applicable tax laws with respect to the RSUs. The Company or any Affiliate is authorized to withhold from any distribution of cash, or any payroll or other payment, to the Participant, amounts of withholding and other taxes due in connection with the RSUs. The amount of the withholding shall not exceed the employers minimum statutory withholding requirement.
10. Entire Agreement. This Agreement contains all the understandings between the parties hereto pertaining to the matters referred to herein, and supersedes all undertakings and agreements, whether oral or in writing, previously entered into by them with respect thereto. The Participant represents that, in executing this Agreement, the Participant does not rely and has not relied upon any representation or statement not set forth herein made by the Company with regard to the subject matter, bases or effect of this Agreement or otherwise.
11. Amendment or Modification, Waiver. The Compensation Committee of the Companys Board of Directors may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate, the RSUs, prospectively or retrospectively; provided, however, that, without the consent of the Participant, no amendment, alteration, suspension, discontinuation or termination of the RSUs may materially and adversely affect the rights of the Participant under the RSUs. No waiver by any party hereto of any breach by another party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same time, any prior time or any subsequent time.
12. Notices. Any notice to be given hereunder shall be in writing and shall be