11. Binding Effect. This Award Certificate shall extend to, be binding upon and inure
to the benefit of the Grantee and the Grantees legal representatives, heirs, successors and assigns (subject, however, to the limitations set forth in Section 6 with respect to the transfer of this Award Certificate or any rights
hereunder or of the Performance Units), and upon the Corporation and its successors and assigns, regardless of any change in the business structure of the Corporation, be it through spin-off, merger, sale of
stock, sale of assets or any other transaction.
12. Notices. Any notice to the Corporation contemplated by this Award Certificate
shall be in writing and be addressed to it in care of its Corporate Secretary; and any notice to the Grantee shall be addressed to him or her at the address on file with the Corporation on the date hereof or at such other address as he or she may
hereafter designate in writing.
13. Compliance with Laws. The Award, the offer, issuance and delivery of shares of Common Stock,
and/or the payment of money under this Award Certificate are subject to compliance with all applicable federal, state, local and foreign laws, rules and regulations (including but not limited to state and federal securities law and federal margin
requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith. The person acquiring any securities hereunder will, if
requested by the Corporation or one of its Subsidiaries, provide such assurances and representations to the Corporation or one of its Subsidiaries as the Board or the Committee may deem necessary or desirable to assure compliance with all applicable
legal and accounting requirements.
14. Entire Agreement. This Award Certificate, together with the Employment Agreement,
constitutes the entire understanding between the Corporation and the Grantee with regard to the subject matter of this Award Certificate. They supersede any other agreements, representations or understandings (whether oral or written and whether
express or implied) which relate to the subject matter of this Award Certificate.
15. Waiver. The waiver of any breach of any duty,
term or condition of this Award Certificate shall not be deemed to constitute a waiver of any preceding or succeeding breach of the same or of any other duty, term or condition of this Award Certificate.
16. Interpretation. The interpretation, construction, performance and enforcement of the terms and conditions of this Award Certificate
shall lie within the sole discretion of the Committee, and the Committees determinations shall be conclusive and binding on all interested persons.
17. Choice of Law; Arbitration. This Award Certificate shall be governed by, and construed in accordance with, the laws of the State of
California (disregarding any choice-of-law provisions). The arbitration provisions set forth in Section 16 of the Employment Agreement shall apply as to any dispute
or disagreement regarding the Grantees rights under this Award Certificate.
18. Construction. It is intended that the terms
of the Award will not result in the imposition of any tax liability pursuant to Section 409A of the Code. This Award Certificate shall be construed and interpreted consistent with that intent.
19. Clawback Policy. The Award is subject to the terms of the Corporations recoupment, clawback or similar policy as it may be in
effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of the Award or any shares of Common Stock or other cash or property received with respect to
the Award (including any value received from a disposition of the shares acquired upon payment of the Award).
20. Section Headings.
The section headings of this Award Certificate are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.
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