having a value equal to the amount to be withheld, which shall not exceed the amount determined by the applicable minimum statutory tax withholding rate (or such other rate as will not result in a negative accounting impact). For these purposes, the value of the Shares to be withheld or delivered will be equal to the Fair Market Value as of the date that the taxes are required to be withheld.
10.Code Section 409A Compliance. The Award under this Agreement is intended to be exempt from the requirements of Code Section 409A. To the extent that any terms of this Agreement would subject the Grantee to gross income inclusion, interest, or additional tax pursuant to Code Section 409A, those terms are to that extent superseded by, and shall be adjusted to the minimum extent necessary to satisfy, the applicable Code Section 409A standards.
11.Notices. All notices and other communications required or permitted under this Agreement shall be written and delivered personally or sent by registered or certified first-class mail, postage prepaid and return receipt required, addressed as follows: if to the Company, to the Company's executive offices in Kokomo, Indiana, and if to the Grantee or his or her successor, to the address last furnished by the Grantee to the Company. The Company may, however, authorize notice by any other means it deems desirable or efficient at a given time, such as notice by facsimile or electronic mail.
12.No Employment Rights. Neither the Plan nor this Agreement confers upon the Grantee any right to continue in the employ of the Employer or limits in any way the right of the Employer to terminate the Grantee's employment at any time. The Grantee shall have no rights as a shareholder of the Company with respect to any Shares issuable upon the earning of the Performance Shares until the date of issuance of such Shares in settlement of the award.
13.Plan Controlling. The terms and conditions set forth in this Agreement are subject in all respects to the terms and conditions of the Plan, which are controlling. All capitalized terms not herein defined shall have the meaning set forth in the Plan. All determinations and interpretations of the Company or the Committee are binding and conclusive upon the Grantee and his or her legal representatives. The Grantee agrees to be bound by the terms and provisions of the Plan.
14.Discretionary Nature of Grant; No Vested Rights. The Grantee acknowledges and agrees that the Plan is discretionary in nature and may be amended, cancelled or terminated by the Company, in its sole discretion, at any time. The grant of the Performance Shares under the Plan is a one-time benefit and does not create any contractual or other right to receive a grant of Performance Shares or benefits in lieu of Performance Shares in the future. Future grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of any grant, the number of Shares subject to the grant, and the vesting provisions. Any amendment, modification or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Grantee's employment with the Employer.
15.Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the Performance Shares or other awards granted to the Grantee under the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic