EXHIBIT 10.155
THE ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ CORPORATION
1992 STOCK INCENTIVE PLAN
RESTRICTED SHARES AWARD AGREEMENT
THIS AGREEMENT is entered into between The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation,
a Delaware corporation (the "Company") and (First Name)(Last Name) (the
_____________________
"Employee").
WITNESSETH:
WHEREAS, the Company has adopted The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation 1992
Stock Incentive Plan (the "Plan"), which provides for the granting of
restricted shares of Common Stock of the Company ("Restricted Shares") to
key employees of the Company and its Subsidiaries; and
WHEREAS, the Compensation Committee of the Board of Directors of the
Company (the "Committee"), which is responsible for the administration of
the Plan, has authorized the granting of an award of Restricted Shares to
the Employee, effective as of October 17, 1995, (the "Grant Date"); and
WHEREAS, this Agreement is prepared in conjunction with and pursuant to
the terms of the Plan and, although all of the terms of the Plan and the
definitions used in this Plan have not been set forth herein, such terms and
definitions are incorporated herein and made a part hereof by reference, and,
except as otherwise expressly stated herein, the provisions of the Plan
shall govern any interpretation of this Agreement; and
WHEREAS, the Employee has accepted the grant of Restricted Shares and
agreed to the terms and conditions hereinafter stated;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants hereinafter set forth and other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Company
and the Employee hereby agree as follows:
1. Grant of Restricted Shares. The Company hereby grants to the
__________________________
Employee, as a separate incentive in connection with his or her
employment and not in lieu of any salary or other cash compensation for his
or her services, an award of (Number of Shares) Restricted hares, effective
October 17, 1995, subject to all the terms and conditions in this Agreement
and the Plan.
2. Restriction on Transfer. The Restricted Shares awarded pursuant
_______________________
to this Agreement shall be issued in the name of The Employee and held
by the Secretary of the Company as escrow agent (the "Escrow Agent"), and
shall not be sold, transferred, otherwise disposed of, pledged or
otherwise hypothecated until the date such Restricted Shares become vested
pursuant to paragraph 3 hereof (the "Restriction on Transfer"). The Company
may instruct the transfer agent for its Common Stock to place a legend
on the certificates representing the Restricted Shares or otherwise note its
records as to the restrictions on transfer set forth in this Agreement and
the Plan. The certificate or certificates representing such shares shall be
delivered by the Escrow Agent to The Employee only after the shares become
vested on the date specified in paragraph 3 and after all other terms and
conditions in this Agreement have been satisfied.
3. Vesting of Shares. The Restricted Shares awarded by this
_________________
Agreement shall become vested as follows:
(I) Effective as of the date hereof, the Restricted Shares
shall be 0% vested.
(II) 10% of the Restricted Shares shall become vested on
October 17, 1997 (the "First Vesting Date") if (A) the Employee is employed
for a continuous period beginning on the Grant Date and ending on the
First Vesting Date, and (B) the Compound Annual Total Shareholder Return
exceeds the Market Index Total Shareholder Return by at least two percentage
points for the period beginning on the Grant Date and ending on the First
Vesting Date.
(III) 20% of the Restricted Shares (less any shares which
became vested pursuant to subparagraph (II) above) shall become vested on
October 17, 1998 (the "Second Vesting Date") if (A) the Employee is employed
for a continuous period beginning on the Grant Date and ending on the Second
Vesting Date, and (B) the Compound Annual Total Shareholder Return exceeds
the Market Index Total Shareholder Return by at least two percentage points
for the period beginning on the Grant Date and ending on the Second Vesting
Date.
(IV) 35% of the Restricted Shares (less any shares which
became vested pursuant to subparagraphs (II) or (III) above) shall become
vested on October 17, 1999 (the "Third Vesting Date") if (A) the Employee is
employed for a continuous period beginning on the Grant Date and ending on
the Third Vesting Date, and (B) the Compound Annual Total Shareholder Return
exceeds the Market Index Total Shareholder Return by at least two percentage
points for the period beginning on the Grant Date and ending on the Third
Vesting Date.
(V) 100% of the Restricted Shares (less any shares which
became vested pursuant to subparagraphs (II), (III) or (IV) above) shall
become vested on October 17, 2000 (the "Final Vesting Date") if (A) the
Employee is employed for a continuous period beginning on the Grant Date
and ending on the Final Vesting Date, and (B) the Compound Annual Total
Shareholder Return exceeds the Market Index Total Shareholder Return by at
least two percentage points for the period beginning on the Grant Date and
ending on the Final Vesting Date.
(VI) Any Restricted Shares that are not vested on the Final
Vesting Date will revert back to the Company.
For purposes of the foregoing, the Compound Annual Total Shareholder
Return for a period shall mean the annualized compound return (consisting of
both stock price appreciation and dividends, and assuming reinvestment of
dividends) to shareholders of the Company, and the Market Index Total
Shareholder Return for a period shall mean the average annualized compound
return (consisting of both stock price appreciation and dividends, and assuming
reinvestment of dividends) to shareholders of corporations comprising the
Standard & Poor's 500.
Notwithstanding the foregoing, however, the accrual of vesting pursuant
to this paragraph is contingent upon the Employee's satisfactory job
performance, and the Company may, in its sole discretion, upon notice to the
Employee, suspend or delay the vesting of the Restricted Shares hereunder
for any period of time in the event that the Company determines, within its
sole discretion, that the Employee's performance is unsatisfactory. Upon the
vesting of Restricted Shares hereunder, the certificate or certificates
representing such Restricted Shares shall be delivered to the Employee.
4. Supplemental Cash Payment. In the event any Restricted Shares
_________________________
become vested pursuant to Section 3 above, the Employee shall be eligible to
receive a Supplemental Cash Payment on the Vesting Date (the "Payment
Date"), in an amount calculated pursuant to the following table, but only if
(i) the employee is employed for a continuous period beginning on the date
the shares become vested (the "Vesting Date") and ending on the Payment
Date, and (ii) the Employee still holds the Restricted Shares on the Payment
Date.
With respect to Restricted Shares that become vested on any Vesting
Date, the amount payable pursuant to this section, if any, shall be a
multiple of the value of the Restricted Shares on the Vesting Date, based
upon the number of percentage points by which the Compound Annual Total
Shareholder Return exceeds the Market Index Total Shareholder Return for
the period beginning on the Grant Date and ending on the Vesting Date
("Excess Annual Total Shareholder Return"), as follows:
Excess Annual Total Shareholder Return Multiple
Less than four percentage points 0 %
At least four, but less than six percentage points 25%
At least six, but less than eight percentage points 50%
At least eight, but less than ten percentage points 100%
Ten percentage points or more 150%
5. Full Vesting on Change in Control. Upon the determination of the
_________________________________
Committee that a Change in Control of the Company has occurred, or in the
event of the liquidation or dissolution of the Company, the Restricted
Shares shall become fully vested and the Restriction on Transfer shall be
lifted, notwithstanding any other provision of this Agreement, and the
certificate or certificates representing such Restricted Shares shall be
delivered to the Employee.
6. Discretion of Committee. The Committee may decide, in its
_______________________
absolute discretion, to lift at any time the Restriction on Transfer or to
accelerate the vesting of the Restricted Shares, and the certificate or
certificates representing such Restricted Shares shall be delivered to the
Employee.
7. Delivery of Shares to Estate of Deceased Employee. Any
_________________________________________________
distribution or delivery to be made to the Employee under this Agreement
shall, if the Employee is then deceased, be made to the Employee's
estate in accordance with the terms of Section 7.5 of the Plan.
8. Conditions to Issuance of Shares. The Restricted Shares
________________________________
deliverable to the Employee may be either previously authorized but unissued
shares or issued shares which have been reacquired by the Company. The
Company shall not be required to issue any certificate or certificates for
Restricted Shares hereunder prior to fulfillment of all of the following
conditions:
(a) The admission of such shares to listing on all stock
exchanges on which such class of stock is then listed;
(b) The completion of any registration or other
qualification of such shares under any State or federal law or under the
rulings or regulations of the Securities and Exchange Commission or any other
governmental regulatory body, which the Committee shall, in its absolute
discretion, deem necessary or advisable;
(c) The obtaining of any approval or other clearance from
any State or federal governmental agency, which the Committee shall, in its
absolute discretion, determine to be necessary or advisable; and
(d) The lapse of such reasonable period of time following
the date of the grant of the Restricted Shares as the Committee may
establish from time to time for reasons of administrative convenience.
Neither the Employee nor any person claiming under or through the
Employee shall be, or have any of the rights or privileges of, a stockholder
of the Company in respect of any Restricted Shares deliverable hereunder
unless and until certificates representing such shares shall have been
issued, recorded on the records of the Company or its transfer agents or
registrars, and delivered to the Employee or the Escrow Agent. Except as
provided in paragraph 9, after such issuance, recordation and delivery, the
Employee shall have all rights of a stockholder of the Company with respect
to voting such Restricted Shares and receipt of dividends and distributions
on such Restricted Shares.
9. Certain Adjustments to Shares. In the event that as a result of
_____________________________
a stock dividend, stock split, reclassification, recapitalization, combination
of shares or the adjustment in capital stock of the Company or otherwise,
or as a result of a merger, consolidation, spin-off or other reorganization,
the Company's Common Stock shall be increased, reduced or otherwise changed,
and by virtue of any such change the Employee shall in his or her capacity
as owner of Restricted Shares which have been awarded to him or her (the
"Prior Shares") be entitled to new or additional or different shares or
securities (other than rights or warrants to purchase securities), such
new or additional or different shares or securities shall thereupon be
considered to be Restricted Shares and shall be subject to all of the
conditions and restrictions which were applicable to the Prior Shares
pursuant to the Plan. If the Employee receives rights or warrants with
respect to any Prior Shares, such rights or warrants may be held or
exercised by the Employee, provided that until such exercise any such
rights or warrants and after such exercise any shares or other securities
acquired by the exercise of such rights or warrants shall be considered to be
Restricted Shares and shall be subject to all of the conditions and
restrictions which were applicable to the Prior Shares pursuant to the Plan.
The Committee in its absolute discretion at any time may lift the Restriction
on Transfer of all or any portion of such new or additional shares of stock or
securities, rights or warrants to purchase securities or shares or other
securities acquired by the exercise of such rights or warrants.
10. Contribution of Par Value to Capital of the Company.
___________________________________________________
Notwithstanding the provisions of Section 7.2 of the Plan, the Company will
contribute to the capital of the Company on behalf of the Employee, as
an Award recipient, an amount equal to the par value of the Restricted
Shares issued to the Employee hereunder.
11. Tax Withholding. To the extent required by applicable federal,
_______________
state, local or foreign law, the Employee shall make arrangements
satisfactory to the Company for the satisfaction of any withholding tax
obligations that arise by reason of the awarding or vesting of the
Restricted Shares hereunder, or by reason of any election made by the
Employee pursuant to Section 83(b) of the Internal Revenue Code, and no
Share certificates shall be issued to the Employee unless such obligation
is satisfied.
12. Plan Shall Control. This Agreement is subject to all the
__________________
terms and provisions of the Plan. In the event of a conflict between any
provisions of this Agreement and any provisions of the Plan, the provisions
of the Plan shall govern. Terms used in this Agreement that are not defined
in this Agreement shall have the meaning set forth in the Plan.
13. Powers of the Committee. The Committee shall have the power to
_______________________
interpret and construe the Plan and this Agreement and to adopt such rules
for the administration, interpretation and application of the Plan as are
consistent therewith and to interpret or revoke any such rules. All actions
taken and all interpretations and determinations made by the Committee in
good faith shall be final and binding upon the Employee, the Employee's estate,
the Company and all other interested persons. No member of the Committee
shall be personally liable for any action, determination or interpretation
made in good faith with respect to the Plan or this Agreement.
14. No Effect on Other Benefit Plans. Nothing herein contained
________________________________
shall affect the Employee's right to participate in and receive benefits
under and in accordance with the then current provisions of any pension,
insurance or other the Employee welfare plan or program of the Company or
any Subsidiary.
15. Nonassignability. So long as the Restriction on Transfer is in
________________
effect, the Restricted Shares herein granted and the rights and privileges
conferred hereby shall not be transferred, assigned, pledged or hypothecated
in any way (whether by operation or law or otherwise) and shall not be
subject to sale under execution, attachment or similar process. Upon any
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of
such award or any right or privilege conferred hereby, contrary to the
provisions hereof, or upon any attempted sale under any execution,
attachment or similar process upon the rights and privileges conferred
hereby, such award and the rights and privileges conferred hereby shall
immediately become null and void.
16. Successors and Assigns. Subject to the limitation on the
______________________
transferability of the Restricted Shares contained herein, this Agreement
shall be binding upon and inure to the benefit of the heirs, legatees, legal
representatives, successor and assigns of the Employee and the Company.
17. Notices. Any notice to be given to the company under the terms
_______
of this Agreement shall be addressed to the Company, in care of its
Secretary, at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at
such other address as the Company may hereafter designate in writing. Any
notice to be given to the Employee shall be addressed to the Employee at the
address set forth beneath the Employee's signature hereto, or at such other
address as the Employee may hereafter designate in writing. Any such notice
shall be deemed to have been duly given if and when enclosed in a properly
sealed envelope, addressed as aforesaid, registered or certified and
deposited, postage and registry fee prepaid, in a United States post office.
18. Severability. In the event that any provision of this
____________
Agreement shall be held invalid or unenforceable, such provision shall be
severable from, and such invalidity or unenforceability shall not be
construed to have any effect on, the remaining provisions of this Agreement.
19. Governing Law. This Agreement shall be construed in accordance
_____________
with the laws of the State of California.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date set forth below.
THE ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chairman and Chief Executive Officer
_______________________________
Employee's Signature
_______________________________
_______________________________
Address
_______________________________
Date
THE ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ CORPORATION
1992 STOCK INCENTIVE PLAN
RESTRICTED SHARES AWARD AGREEMENT
THIS AGREEMENT is entered into between The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation,
a Delaware corporation (the "Company") and (First Name)(Last Name) (the
_____________________
"Employee").
WITNESSETH:
WHEREAS, the Company has adopted The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation 1992
Stock Incentive Plan (the "Plan"), which provides for the granting of
restricted shares of Common Stock of the Company ("Restricted Shares") to key
employees of the Company and its Subsidiaries; and
WHEREAS, the Compensation Committee of the Board of Directors of the
Company (the "Committee"), which is responsible for the administration of the
Plan, has authorized the granting of an award of Restricted Shares to the
Employee, effective as of October 17, 1995, (the "Grant Date"); and
WHEREAS, this Agreement is prepared in conjunction with and pursuant to
the terms of the Plan and, although all of the terms of the Plan and the
definitions used in this Plan have not been set forth herein, such terms and
definitions are incorporated herein and made a part hereof by reference, and,
except as otherwise expressly stated herein, the provisions of the Plan
shall govern any interpretation of this Agreement; and
WHEREAS, the Employee has accepted the grant of Restricted Shares and
agreed to the terms and conditions hereinafter stated;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants hereinafter set forth and other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Company and
the Employee hereby agree as follows:
1. Grant of Restricted Shares. The Company hereby grants to the
__________________________
Employee, as a separate incentive in connection with his or her employment
and not in lieu of any salary or other cash compensation for his or her
services, an award of (Number of Shares) Restricted Shares, effective
October 17, 1995, subject to all the terms and conditions in this Agreement
and the Plan.
2. Restriction on Transfer. The Restricted Shares awarded pursuant
_______________________
to this Agreement shall be issued in the name of The Employee and held by
the Secretary of the Company as escrow agent (the "Escrow Agent"), and
shall not be sold, transferred, otherwise disposed of, pledged or otherwise
hypothecated until the date such Restricted Shares become vested pursuant to
paragraph 3 hereof (the "Restriction on Transfer"). The Company may
instruct the transfer agent for its Common Stock to place a legend on the
certificates representing the Restricted Shares or otherwise note its
records as to the restrictions on transfer set forth in this Agreement and
the Plan. The certificate or certificates representing such shares shall be
delivered by the Escrow Agent to The Employee only after the shares become
vested on the date specified in paragraph 3 and after all other terms and
conditions in this Agreement have been satisfied.
3. Vesting of Shares. The Restricted Shares awarded by this
_________________
Agreement shall become vested as follows:
(I) Effective as of the date hereof, the Restricted Shares
shall be 0% vested.
(II) 10% of the Restricted Shares shall become vested on
October 17, 1997 (the "First Vesting Date") if the Employee is employed for a
continuous period beginning on the Grant Date and ending on the First
Vesting Date.
(III) 10% of the Restricted Shares shall become vested on
October 17, 1998 (the "Second Vesting Date") if the Employee is employed
for a continuous period beginning on the Grant Date and ending on the Second
Vesting Date.
(IV) 15% of the Restricted Shares shall become vested on
October 17, 1999 (the "Third Vesting Date") if the Employee is employed for
a continuous period beginning on the Grant Date and ending on the Third
Vesting Date.
(V) 65% of the Restricted Shares shall become vested on
October 17, 2000 (the "Final Vesting Date") if the Employee is employed for
a continuous period beginning on the Grant Date and ending on the Final
Vesting Date.
The accrual of vesting pursuant to this paragraph is contingent upon
the Employee's satisfactory job performance, and the Company may, in its sole
discretion, upon notice to the Employee, suspend or delay the vesting of the
Restricted Shares hereunder for any period of time in the event that the
Company determines, within its sole discretion, that the Employee's
performance is unsatisfactory. Upon the vesting of Restricted Shares
hereunder, the certificate or certificates representing such Restricted
Shares shall be delivered to the Employee.
4. Supplemental Cash Payment. In the event any Restricted Shares
_________________________
become vested pursuant to Section 3 above, the Employee shall be eligible to
receive a Supplemental Cash Payment on the Vesting Date (the "Payment
Date"), in an amount calculated pursuant to the following table, but only if
(i) the employee is employed for a continuous period beginning on the date
the shares become vested (the "Vesting Date") and ending on the Payment
Date, and (ii) the Employee still holds the Restricted Shares on the Payment
Date. With respect to Restricted Shares that become vested on any Vesting
Date, the amount payable pursuant to this section, if any, shall be a
multiple of the value of the Restricted Shares on the Vesting Date, based
upon the number of percentage points by which the Compound Annual Total
Shareholder Return exceeds the Market Index Total Shareholder Return for
the period beginning on the Grant Date and ending on the Vesting Date
("Excess Annual Total Shareholder Return"), as follows:
Excess Annual Total Shareholder Return Multiple
Less than four percentage points 0%
At least four, but less than six percentage points 25%
At least six, but less than eight percentage points 50%
At least eight, but less than ten percentage points 100%
Ten percentage points or more 150%
For purposes of the foregoing, the Compound Annual Total Shareholder
Return for a period shall mean the annualized compound return (consisting of
both stock price appreciation and dividends, and assuming reinvestment of
dividends) to shareholders of the Company, and the Market Index Total
Shareholder Return for a period shall mean the average annualized compound
return (consisting of both stock price appreciation and dividends, and
assuming reinvestment of dividends) to shareholders of corporations
comprising the Standard & Poor's 500.
5. Full Vesting on Change in Control. Upon the determination of
_________________________________
the Committee that a Change in Control of the Company has occurred, or in the
event of the liquidation or dissolution of the Company, the Restricted
Shares shall become fully vested and the Restriction on Transfer shall be
lifted, notwithstanding any other provision of this Agreement, and the
certificate or certificates representing such Restricted Shares shall be
delivered to the Employee.
6. Discretion of Committee. The Committee may decide, in its
_______________________
absolute discretion, to lift at any time the Restriction on Transfer or to
accelerate the vesting of the Restricted Shares, and the certificate or
certificates representing such Restricted Shares shall be delivered to the
Employee.
7. Delivery of Shares to Estate of Deceased Employee. Any
_________________________________________________
distribution or delivery to be made to the Employee under this Agreement
shall, if the Employee is then deceased, be made to the Employee's estate in
accordance with the terms of Section 7.5 of the Plan.
8. Conditions to Issuance of Shares. The Restricted Shares
________________________________
deliverable to the Employee may be either previously authorized but unissued
shares or issued shares which have been reacquired by the Company. The
Company shall not be required to issue any certificate or certificates for
Restricted Shares hereunder prior to fulfillment of all of the following
conditions:
(a) The admission of such shares to listing on all stock
exchanges on which such class of stock is then listed;
(b) The completion of any registration or other
qualification of such shares under any State or federal law or under the
rulings or regulations of the Securities and Exchange Commission or any other
governmental regulatory body, which the Committee shall, in its absolute
discretion, deem necessary or advisable;
(c) The obtaining of any approval or other clearance from
any State or federal governmental agency, which the Committee shall, in its
absolute discretion, determine to be necessary or advisable; and
(d) The lapse of such reasonable period of time following
the date of the grant of the Restricted Shares as the Committee may
establish from time to time for reasons of administrative convenience.
Neither the Employee nor any person claiming under or through the
Employee shall be, or have any of the rights or privileges of, a stockholder of
the Company in respect of any Restricted Shares deliverable hereunder unless
and until certificates representing such shares shall have been issued,
recorded on the records of the Company or its transfer agents or registrars,
and delivered to the Employee or the Escrow Agent. Except as provided in
paragraph 9, after such issuance, recordation and delivery, the Employee
shall have all rights of a stockholder of the Company with respect to
voting such Restricted Shares and receipt of dividends and distributions on
such Restricted Shares.
9. Certain Adjustments to Shares. In the event that as a result of
_____________________________
a stock dividend, stock split, reclassification, recapitalization, combination
of shares or the adjustment in capital stock of the Company or otherwise, or
as a result of a merger, consolidation, spin-off or other reorganization, the
Company's Common Stock shall be increased, reduced or otherwise changed, and
by virtue of any such change the Employee shall in his or her capacity as
owner of Restricted Shares which have been awarded to him or her (the "Prior
Shares") be entitled to new or additional or different shares or securities
(other than rights or warrants to purchase securities), such new or
additional or different shares or securities shall thereupon be considered
to be Restricted Shares and shall be subject to all of the conditions and
restrictions which were applicable to the Prior Shares pursuant to the Plan.
If the Employee receives rights or warrants with respect to any Prior Shares,
such rights or warrants may be held or exercised by the Employee, provided
that until such exercise any such rights or warrants and after such exercise
any shares or other securities acquired by the exercise of such rights or
warrants shall be considered to be Restricted Shares and shall be subject to
all of the conditions and restrictions which were applicable to the Prior
Shares pursuant to the Plan. The Committee in its absolute discretion at any
time may lift the Restriction on Transfer of all or any portion of such
new or additional shares of stock or securities, rights or warrants to
purchase securities or shares or other securities acquired by the exercise
of such rights or warrants.
10. Contribution of Par Value to Capital of the Company.
___________________________________________________
Notwithstanding the provisions of Section 7.2 of the Plan, the Company will
contribute to the capital of the Company on behalf of the Employee, as
an Award recipient, an amount equal to the par value of the Restricted
Shares issued to the Employee hereunder.
11. Tax Withholding. To the extent required by applicable federal,
_______________
state, local or foreign law, the Employee shall make arrangements
satisfactory to the Company for the satisfaction of any withholding tax
obligations that arise by reason of the awarding or vesting of the
Restricted Shares hereunder, or by reason of any election made by the
Employee pursuant to Section 83(b) of the Internal Revenue Code, and no
Share certificates shall be issued to the Employee unless such obligation
is satisfied.
12. Plan Shall Control. This Agreement is subject to all the
__________________
terms and provisions of the Plan. In the event of a conflict between any
provisions of this Agreement and any provisions of the Plan, the provisions
of the Plan shall govern. Terms used in this Agreement that are not defined
in this Agreement shall have the meaning set forth in the Plan.
13. Powers of the Committee. The Committee shall have the power to
_______________________
interpret and construe the Plan and this Agreement and to adopt such rules
for the administration, interpretation and application of the Plan as are
consistent therewith and to interpret or revoke any such rules. All actions
taken and all interpretations and determinations made by the Committee in
good faith shall be final and binding upon the Employee, the Employee's
estate, the Company and all other interested persons. No member of the
Committee shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or this Agreement.
14. No Effect on Other Benefit Plans. Nothing herein contained
________________________________
shall affect the Employee's right to participate in and receive benefits
under and in accordance with the then current provisions of any pension,
insurance or other the Employee welfare plan or program of the Company or
any Subsidiary.
15. Nonassignability. So long as the Restriction on Transfer is in
________________
effect, the Restricted Shares herein granted and the rights and privileges
conferred hereby shall not be transferred, assigned, pledged or hypothecated
in any way (whether by operation or law or otherwise) and shall not be
subject to sale under execution, attachment or similar process. Upon any
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of
such award or any right or privilege conferred hereby, contrary to the
provisions hereof, or upon any attempted sale under any execution,
attachment or similar process upon the rights and privileges conferred
hereby, such award and the rights and privileges conferred hereby shall
immediately become null and void.
16. Successors and Assigns. Subject to the limitation on the
______________________
transferability of the Restricted Shares contained herein, this Agreement
shall be binding upon and inure to the benefit of the heirs, legatees,
legal representatives, successor and assigns of the Employee and the
Company.
17. Notices. Any notice to be given to the Company under the
_______
terms of this Agreement shall be addressed to the Company, in care of its
Secretary, at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at
such other address as the Company may hereafter designate in writing. Any
notice to be given to the Employee shall be addressed to the Employee at
the address set forth beneath the Employee's signature hereto, or at such other
address as the Employee may hereafter designate in writing. Any such notice
shall be deemed to have been duly given if and when enclosed in a properly
sealed envelope, addressed as aforesaid, registered or certified and
deposited, postage and registry fee prepaid, in a United States post office.
18. Severability. In the event that any provision of this
____________
Agreement shall be held invalid or unenforceable, such provision shall be
severable from, and such invalidity or unenforceability shall not be
construed to have any effect on, the remaining provisions of this Agreement.
19. Governing Law. This Agreement shall be construed in accordance
_____________
with the laws of the State of California.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date set forth below.
THE ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chairman and Chief Executive Officer
_______________________________
Employee's Signature
_______________________________
_______________________________
Address
_______________________________
Date