7.Restricted Stock Not Transferable. Unless the Committee otherwise consents or permits, neither the Restricted Stock, nor any interest in the Restricted Stock, may be sold, transferred, assigned, pledged, assigned, or otherwise alienated or hypothecated, or otherwise encumbered or disposed of during the Restricted Period except, as permitted by applicable law, to a Permitted Transferee, and all of your rights with respect to the Restricted Stock shall be exercisable during your lifetime only by you, or your legal representative or a Permitted Transferee. Any attempted action in violation of this paragraph shall be null, void, and without effect.
8.Taxes and Tax Withholding
A.The vesting of your Restricted Stock will cause you to have income with respect to the Restricted Stock, and will subject you to income tax on that income.
B.You agree to consult with any tax consultants you think advisable in connection with your Restricted Stock and acknowledge that you are not relying, and will not rely, on the Corporation for any tax advice.
C.Whenever any Restricted Stock becomes vested under the terms of this Agreement, you must remit, on or prior to the due date thereof, the minimum amount necessary to satisfy all of the federal, state and local withholding (including FICA) tax requirements imposed on the Corporation (or the Subsidiary to which you provide Service) relating to your Shares, if any. This withholding tax obligation, if any, may be satisfied by any (or a combination) of the following means: (i) cash, check, or wire transfer; (ii) authorizing the Corporation (or Subsidiary to which you provide Service) to withhold from other cash compensation payable to you by the Corporation or a Subsidiary; or (iii) unless the Committee determines otherwise, authorizing the Corporation to withhold Shares otherwise deliverable to you as a result of the vesting of the Restricted Stock, or delivering other unencumbered shares of the Common Stock of the Corporation which have been held for at least six months, equal to the amount of the withholding obligation.
9.Value of Shares Not Included In Other Computations. The value of the Shares under this Agreement will not be taken into account in computing the amount of your compensation for purposes of determining any incentive compensation, pension, retirement, death or other benefit under any benefit plan of the Corporation or any Subsidiary, except to the extent, if any, that such plan or another agreement between you, and Corporation or a Subsidiary, specifically provides otherwise.
10.Legending Restricted Stock. The Corporation may, without liability for its good faith actions, place legend restrictions upon the Restricted Stock or unrestricted Shares obtained upon vesting of the Restricted Stock and issue “stop transfer” instructions requiring compliance with applicable securities laws and the terms of the Restricted Stock.