5.Non-Transferability of Award. The Participant understands, acknowledges, and agrees that, except as otherwise provided in the Plan or as permitted by the Committee, the Award may not be sold, assigned, transferred, pledged or otherwise directly or indirectly encumbered or disposed of other than by will or the laws of descent and distribution.
6.Other Agreements Superseded. Subject to the terms and conditions of the Plan, this Agreement expresses the entire understanding and agreement of the parties with respect to the subject matter. Any prior agreements, commitments or negotiations concerning the Award are superseded.
7.No Right to Continued Retention. Neither the establishment of the Plan nor the Award hereunder shall be confer upon the Participant any right to continue in the Company’s employ or service nor limit in any way the Company’s right to terminate the Participant’s employment at any time for any reason.
(a)This Agreement shall be construed, administered and enforced according to the laws of the State of Delaware, without regard to principles of conflicts of law; provided, however, no Vested Shares shall be issued except, in the reasonable judgment of the Committee, in compliance with exemptions under applicable state securities laws of the state in which Participant resides, and/or any other applicable securities laws.
(b)The headings preceding the text of the sections of these Terms and Conditions are inserted solely for convenience of reference, and shall not constitute a part of these Terms and Conditions, nor shall they affect its meaning, construction or effect.
(c)This Agreement shall be binding upon and inure to the benefit of the heirs, legal representatives, successors, and permitted assigns of the parties.
(d)In the event that any one or more of the provisions or portion thereof contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, the same shall not invalidate or otherwise affect any other provisions of this Agreement, and this Agreement shall be construed as if the invalid, illegal or unenforceable provision or portion thereof had never been contained herein.
(e)This Agreement is subject to the provisions of the Plan. In the event of any conflict between this Agreement and the Plan, the Plan shall control.
(f)In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the party or parties who are thereby aggrieved shall have the right to specific performance and injunction in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.
(g)Notwithstanding any other provision of this Agreement, the right of the Participant or any permitted transferee to receive and retain any Vested Units or Vested