a business, that is, in the judgment of the Committee, in competition with the Company or (b) disclosed to anyone outside of the Company, or used for any purpose other than the Company's business, any confidential or proprietary information or material relating to the Company.
9.Adjustments for Changes in Capitalization of the Company. In the event of any merger, reorganization, consolidation, recapitalization, separation, split-up, liquidation or other change affecting the Shares, an adjustment shall be made to the Restricted Shares to the extent provided under the terms of the Plan.
10.Securities Laws. The Grantee understands that applicable securities laws may restrict the right of the Grantee to dispose of any Restricted Shares which the Grantee may acquire hereunder and govern the manner in which such Restricted Shares may be sold. The Grantee shall not offer, sell or otherwise dispose of any of the Restricted Shares in any manner which would (a) require the Company to file any registration statement with the Securities Exchange Commission (the "SEC"), (b) require the Company to amend or supplement any registration statement which the Company may at any time have on file with the SEC, or (c) violate the 1933 Act or any other state or federal law.
11.Withholding Taxes. If the grant or other transfer of the Restricted Shares, or the vesting of the Restricted Shares, results in taxable compensation income to the Grantee the Grantee agrees to make direct payment of the applicable taxes to the applicable taxing authority.
12.Integration. This Agreement supersedes any and all prior and/or contemporaneous agreements, either oral or in writing, between the parties hereto, with respect to the subject matter hereof. Each party to this Agreement acknowledges that no representations, inducements, promises, or other agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, pertaining to the subject matter hereof, which are not embodied herein, and that no prior and/or contemporaneous agreement, statement or promise pertaining to the subject matter hereof that is not contained in this Agreement shall be valid or binding on either party.
13.Impact of Agreement on Service. Nothing contained in this Agreement, the Deferred Compensation Plan or the Plan shall restrict the right of the Company or any of its Subsidiaries to terminate the Grantee’s service at any time with or without Cause.
14.Acknowledgments by Grantee. By signing this Agreement, the Grantee acknowledges that he/she (a) has received a copy of the Plan and is familiar with the terms and provisions of the Plan and the Agreement, and (b) agrees to accept as binding, conclusive and final all decisions and interpretations of the Company’s Board of Directors and Committee upon any questions arising under the Plan or this Agreement.
15.Successors. This Agreement shall be binding upon and inure to the benefit of any successor of the Company and any successors, assigns or estate of the Grantee, including his/her executors, administrators and trustees.
16.Amendment. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is in writing and signed by the party against whom such modification, waiver or discharge is sought to be enforced.