7. Investment Representations; Restrictions on Transfer under Securities Laws. The Company may require the Participant, as a condition to receipt of the Award Shares, to give a written representation and undertaking to the Company which is satisfactory in form and scope to counsel for the Company and upon which, in the opinion of such counsel, the Company may reasonably rely, that the Participant will make no transfer of the Award Shares except (a) pursuant to an effective registration statement under the Securities Act and in compliance with any applicable state securities law, or (b) pursuant to a transaction that is exempt from the registration requirements of the Securities Act and applicable state securities laws.
8. Withholding Taxes. The Company, or any of its Subsidiaries, shall have the right to retain and withhold the amount of taxes required by any government to be withheld or otherwise deducted and paid with respect to the Award Shares. The Committee may require the Participant or any successor in interest to pay or reimburse the Company, or any of its Subsidiaries, for any such taxes required to be withheld by the Company, or any of its Subsidiaries, and to withhold any distribution in whole or in part until the Company, or any of its Subsidiaries, is so paid or reimbursed. The Participant or any successor in interest is authorized to deliver shares of the Companys Stock in satisfaction of minimum statutorily required tax withholding obligations (whether or not such shares have been held for more than six months and including previously Vested Award Shares), or to elect to have the Company retain and withhold a number of Vesting Award Shares having a Fair Market Value not less than the amount required to be withheld and cancel any such shares so withheld in order to pay or reimburse the Company, or any of its Subsidiaries, for any such taxes. In the event the Participant does not deliver cash or shares or elect to have the Company retain and withhold shares of the Companys Stock as described in the preceding sentences, the Company, or any of its Subsidiaries, shall have the right to withhold from any other cash amounts due to or to become due from the Company, or any of its Subsidiaries, to or with respect to the Participant an amount equal to such taxes required to be withheld by the Company, or any of its Subsidiaries, to pay or reimburse the Company, or any of its Subsidiaries, for any such taxes.
9. Administration of Plan. The Plan is administered by the Committee appointed by the Companys Board of Directors. The Committee has the authority to construe and interpret the Plan, to make rules of general application relating to the Plan, and to amend outstanding awards pursuant to the Plan.
10. Plan. This Award is granted pursuant to the Plan and is subject to the terms thereof (including all applicable vesting, forfeiture, settlement, restriction on transferability of Vested Award Shares and other provisions). A copy of the Plan has been provided to the Participant, and the Participant acknowledges receipt thereof.
11. Construction and Capitalized Terms. This Agreement shall be administered, interpreted and construed in accordance with the applicable provisions of the Plan. Capitalized terms in this Agreement have the meaning assigned to them in the Plan, unless this Agreement provides, or the context requires, otherwise.
12. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Virginia.
13. Successors. This Agreement shall be binding upon and inure to the benefit of the successors, assigns, heirs and legal representatives of the respective parties.
14. Entire Agreement. This Agreement contains the entire understanding of the parties and shall not be modified or amended except in writing signed by the parties.
15. Severability. The various provisions of this Agreement are severable in their entirety. Any determination of invalidity or unenforceability of any one provision shall have no effect on the continuing force and effect of the remaining provisions.
16. Clawback. As a condition to receiving this Award, the Participant agrees that the Award Shares (whether Vested or not Vested) shall be subject to such clawback (recovery) as may be required to be made pursuant to law, rule, regulation, or stock exchange listing requirement or any policy adopted by the Company.