10.2 FORM OF AWARD AGREEMENTS
FORM OF
INCENTIVE STOCK OPTION AWARD AGREEMENT
FOR THE PROVIDENT COMMUNITY BANCSHARES, INC.
2006 EQUITY INCENTIVE PLAN
This Award Agreement is provided to ________________ (the "Participant") by
Provident Community Bancshares, Inc. (the "Company") as of _________, the date
the Compensation Committee granted the Participant the right and option to
purchase Shares pursuant to the Provident Community Bancshares, Inc. 2006 Equity
Incentive Plan (the "2006 Plan"), subject to the terms and conditions of the
2006 Plan and this Award Agreement:
1. OPTION GRANT: You have been granted an INCENTIVE STOCK OPTION
(referred to in this Agreement as your "Option").
2. NUMBER OF SHARES
SUBJECT TO YOUR OPTION: ___________ Shares (subject to adjustment as may be
necessary pursuant to Section 11 of the 2006 Plan).
3. GRANT DATE: ___________
4. EXERCISE PRICE: You may purchase Shares covered by your Option at a
price of $_______ per share.
Unless sooner vested in accordance with Section 2 of the Terms and
Conditions (attached hereto) or otherwise in the discretion of the Committee,
the Options shall vest (become exercisable) in accordance with the following
schedule:
Continuous Status Percentage of Number of Shares
as a Participant Option Vested/ Available for
after Grant Date Number of Shares Exercise Vesting Date
---------------- ---------------- -------- ------------
Less than 1 year _____ _____ ______
1 year _____ _____ ______
2 years _____ _____ ______
3 years _____ _____ ______
4 years _____ _____ ______
5 years _____ _____ ______
IN WITNESS WHEREOF, Provident Community Bancshares, Inc. acting by and
through, has caused this Award Agreement to be executed.
PROVIDENT COMMUNITY BANCSHARES, INC.
ACCEPTED BY PARTICIPANT: By:
---------------------------------------
On behalf of the Compensation Committee
__________________________
[ ]
__________________________
Date
TERMS AND CONDITIONS
1. GRANT OF OPTION. The Grant Date, Exercise Price and number of Shares
subject to your Option are stated on page 1 of this Award Agreement.
Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to such 2006 Plan. The Company intends this grant to
qualify as an Incentive Stock Option.
2. VESTING OF OPTIONS. The Option shall vest (become exercisable) in
accordance with the schedule shown on page 1 of this Award Agreement.
Notwithstanding the vesting schedule on page 1, the Option will also
vest and become exercisable:
(a) Upon a Participant's death or Disability during his or her
Continuous Status as a Participant; or
(b) Upon a Change in Control.
3. TERM OF OPTIONS AND LIMITATIONS ON RIGHT TO EXERCISE. The term of the
Options will be for a period of ten (10) years, expiring at 5:00 p.m.,
Eastern Time, on the tenth anniversary of the Grant Date (the
"Expiration Date"). To the extent not previously exercised, the vested
Options will lapse prior to the Expiration Date upon the earliest to
occur of the following circumstances:
(a) Three (3) months after the termination of the Participant's
Continuous Status as a Participant for any reason other than
by reason of the Participant's death or Disability.
(b) Twelve (12) months after termination of the Participant's
Continuous Status as a Participant by reason of Disability.
(c) Twelve (12) months after the date of the Participant's death,
if Participant dies while employed, or during the three-month
period described in subsection (a) above or during the
twelve-month period described in subsection (b) above and
before the Options otherwise lapse. Upon the Participant's
death, the Options may be exercised by Participant's
beneficiary designated pursuant to the Plan.
(d) At the end of the remaining original term of the Option if the
Participant's employment is involuntarily or constructively
terminated within twelve (12) months of a Change in Control.
Options exercised after three (3) months from the
Participant's termination of employment will be treated as
Non-Statutory Stock Options for tax purposes.
The Committee may, prior to the lapse of the Options under the
circumstances described in paragraphs (a), (b), (c) or (d) above,
extend the time to exercise the Options as determined by the Committee
in writing. If the Participant returns to employment with the Company
during the designated post-termination exercise period, then the
Participant shall be restored to the status the Participant held prior
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to such termination but no vesting credit will be earned for any period
the Participant was not in Continuous Status as a Participant. If the
Participant or his or her beneficiary exercises an Option after
termination of service, the Options may be exercised only with respect
to the Shares that were otherwise vested on the Participant's
termination of service.
4. EXERCISE OF OPTION. A Participant may exercise his or her Option
by providing:
(a) a written notice of intent to exercise to Xxxxx Xxxxx at the
address and in the form specified by the Compensation Committee
of the Board of Directors of the Company from time to time; and
(b) payment to the Company in full for the Shares subject to such
exercise (unless the exercise is a cash-less exercise. Payment
for such Shares can be made in cash, Company common stock
("stock swap"), a combination of cash and Company common stock
or a "cash-less exercise" (if permitted by the Committee).
5. BENEFICIARY DESIGNATION. A Participant may, in the manner determined
by the Committee, designate a beneficiary to exercise his or her rights
hereunder and to receive any distribution with respect to the Options
upon his or her death. A beneficiary, legal guardian, legal
representative, or other person claiming any rights hereunder is
subject to all terms and conditions of this Award Agreement and the
2006 Plan, and to any additional restrictions deemed necessary or
appropriate by the Committee. If no beneficiary has been designated or
survives the Participant, the Options may be exercised by the legal
representative of the Participant's estate, and payment shall be made
to the Participant's estate. Subject to the foregoing, a beneficiary
designation may be changed or revoked by the Participant at any time
provided the change or revocation is filed with the Company.
6. WITHHOLDING.
(a) EXERCISE OF INCENTIVE
STOCK OPTION:
Under this Award Agreement, there
are no regular federal or state
income or employment tax liabilities
upon the exercise of an Incentive
Stock Option (SEE INCENTIVE STOCK
OPTION HOLDING PERIOD), although the
excess, if any, of the Fair Market
Value of the shares of Common Stock
on the date of exercise over the
Option Price will be treated as
income for alternative minimum tax
("AMT") purposes and may subject you
to AMT in the year of exercise.
Please check with your tax advisor.
(b) DISQUALIFYING DISPOSITION:
In the event of a disqualifying
disposition (described below), you
may be required to pay Provident
Community Bancshares, Inc. or its
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Affiliates (based on the federal and
state regulations in place at the
time of exercise) an amount
sufficient to satisfy all federal,
state and local tax withholding.
(c) INCENTIVE STOCK OPTION
HOLDING PERIOD:
In order to receive Incentive Stock
Option tax treatment under Section
422 of the Code, you may not dispose
of shares acquired under an
Incentive Stock Option Award (i) for
two (2) years from the Date of Grant
and (ii) for one (1) year after the
date you exercise your Incentive
Stock Option. YOU MUST NOTIFY THE
COMPANY WITHIN TEN (10) DAYS OF AN
EARLY DISPOSITION OF COMMON STOCK
(I.E., A "DISQUALIFYING
DISPOSITION").
7. LIMITATION OF RIGHTS. The Options do not confer to the Participant or
the Participant's beneficiary designated pursuant to Paragraph 5 any
rights of a shareholder of the Company unless and until Shares are in
fact issued to such person in connection with the exercise of the
Options. Nothing in this Award Agreement shall interfere with or limit
in any way the right of the Company or any Affiliate to terminate the
Participant's service at any time, nor confer upon the Participant any
right to continue in the service of the Company or any Affiliate.
8. STOCK RESERVE. The Company shall at all times during the term of this
Award Agreement reserve and keep available such number of Shares as
will be sufficient to satisfy the requirements of this Award Agreement.
9. RESTRICTIONS ON TRANSFER AND PLEDGE. No right or interest of the
Participant in the Options may be pledged, encumbered, or hypothecated
to or in favor of any party other than the Company or an Affiliate, or
shall be subject to any lien, obligation, or liability of the
Participant to any other party other than the Company or an Affiliate.
The Options are not assignable or transferable by the Participant other
than by will or the laws of descent and distribution or pursuant to a
domestic relations order that would satisfy Section 414(p)(1)(A) of the
Code if such Section applied to an Option under the 2006 Plan;
provided, however, that the Committee may (but need not) permit other
transfers. The Options may be exercised during the lifetime of the
Participant only by the Participant or any permitted transferee.
10. PLAN CONTROLS. The terms contained in the 2006 Plan are incorporated
into and made a part of this Award Agreement and this Award Agreement
shall be governed by and construed in accordance with the 2006 Plan. In
the event of any actual or alleged conflict between the provisions of
the 2006 Plan and the provisions of this Award Agreement, the
provisions of the 2006 Plan shall be controlling and determinative.
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11. SUCCESSORS. This Award Agreement shall be binding upon any successor of
the Company, in accordance with the terms of this Award Agreement and
the 2006 Plan.
12. SEVERABILITY. If any one or more of the provisions contained in this
Award Agreement is invalid, illegal or unenforceable, the other
provisions of this Award Agreement will be construed and enforced as if
the invalid, illegal or unenforceable provision had never been
included.
13. NOTICE. Notices and communications under this Award Agreement must be
in writing and either personally delivered or sent by registered or
certified United States mail, return receipt requested, postage
prepaid. Notices to the Company must be addressed to:
000 Xxxx Xxxx Xxxxxx
Xxxxx, Xxxxx Xxxxxxxx 00000
(000) 000-0000 Attention: ________________
or any other address designated by the Company in a written notice to
the Participant. Notices to the Participant will be directed to the
address of Participant then currently on file with the Company, or at
any other address given by Participant in a written notice to the
Company.
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FORM OF
NON-STATUTORY STOCK OPTION AWARD AGREEMENT
FOR THE PROVIDENT COMMUNITY BANCSHARES, INC.
2006 EQUITY INCENTIVE PLAN
This Award Agreement is provided to _______________ (the "Participant") by
Provident Community Bancshares, Inc. (the "Company") as of _________, the date
the Compensation Committee granted the Participant the right and option to
purchase Shares pursuant to the Provident Community Bancshares, Inc. 2006 Equity
Incentive Plan (the "2006 Plan"), subject to the terms and conditions of the
2006 Plan and this Award Agreement:
1. OPTION GRANT: You have been granted a NON-STATUTORY STOCK OPTION
(referred to in this Agreement as your "Option"). Your
Option is NOT intended to qualify as an "incentive stock
option" under Section 422 of the Internal Revenue Code
of 1986, as amended.
2. NUMBER OF SHARES
SUBJECT TO YOUR OPTION: ________ Shares (subject to adjustment as may be
necessary pursuant to Section 10 of the 2006 Plan).
3. GRANT DATE: ________
4. EXERCISE PRICE: You may purchase Shares covered by your Option at a
price of $______ per share.
Unless sooner vested in accordance with Section 2 of the Terms and
Conditions (attached hereto) or otherwise in the discretion of the Committee,
the Options shall vest (become exercisable) in accordance with the following
schedule:
Continuous Status
as a Participant Percentage of Number of Shares
after Grant Date Option Vested Available for Exercise Vesting Date
---------------- ------------- ---------------------- ------------
Less than 1 year _____ _____ _____
1 year _____ _____ _____
2 years _____ _____ _____
3 years _____ _____ _____
4 years _____ _____ _____
5 years _____ _____ _____
IN WITNESS WHEREOF, Provident Community Bancshares, acting by and
through the Compensation Committee of the Board of Directors of the Company, has
caused this Award Agreement to be executed.
PROVIDENT COMMUNITY BANCSHARES, INC.
ACCEPTED BY PARTICIPANT: By:
---------------------------------------
On behalf of the Compensation Committee
__________________________
[ ]
__________________________
Date
TERMS AND CONDITIONS
1. GRANT OF OPTION. The Grant Date, Exercise Price and number of Shares
subject to your Option are stated on page 1 of this Award Agreement.
Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to such terms in the 2006 Plan.
2. VESTING OF OPTIONS. The Option shall vest (become exercisable) in
accordance with the schedule shown on page 1 of this Award Agreement.
Notwithstanding the vesting schedule on page 1, the Option will also
vest and become exercisable:
(a) Upon a Participant's death or Disability during his or her
Continuous Status as a Participant; or
(b) Upon a Change in Control.
3. TERM OF OPTIONS AND LIMITATIONS ON RIGHT TO EXERCISE. The term of the
Options will be for a period of ten (10) years, expiring at 5:00 p.m.,
Eastern Time, on the tenth anniversary of the Grant Date (the
"Expiration Date"). To the extent not previously exercised, the vested
Options will lapse prior to the Expiration Date upon the earliest to
occur of the following circumstances:
(a) Three (3) months after the termination of the Participant's
Continuous Status as a Participant for any reason other than
by reason of the Participant's death or Disability.
(b) Twelve (12) months after termination of the Participant's
Continuous Status as a Participant by reason of Disability.
(c) Twelve (12) months after the date of the Participant's death,
if the Participant dies while employed, or during the
three-month period described in subsection (a) above or during
the twelve-month period described in subsection (b) above and
before the Options otherwise lapse. Upon the Participant's
death, the Options may be exercised by the Participant's
beneficiary designated pursuant to the 2006 Plan.
(d) At the end of the remaining original term of the Option if the
Participant's employment is involuntarily or constructively
terminated within twelve (12) months of a Change in Control.
The Committee may, prior to the lapse of the Options under the
circumstances described in paragraphs (a), (b), (c) or (d) above,
extend the time to exercise the Options as determined by the Committee
in writing and subject to federal regulations. If the Participant
returns to employment with the Company during the designated
post-termination exercise period, then the Participant shall be
restored to the status the Participant held prior to such termination
but no vesting credit will be earned for any period the Participant was
not in Continuous Status as a Participant. If the Participant or his or
2
her beneficiary exercises an Option after termination of service, the
Options may be exercised only with respect to the Shares that were
otherwise vested on the Participant's termination of service.
4. EXERCISE OF OPTION. A Participant may exercise his or her Option by
providing:
(a) a written notice of intent to exercise to Xxxxx Xxxxx at the
address and in the form specified by the Compensation Committee
of the Board of Directors of the Company from time to time; and
(b) payment to the Company in full for the Shares subject to such
exercise (unless the exercise is a cash-less exercise). Payment
for such Shares can be made in cash, Company common stock
("stock swap"), a combination of cash and Company common stock
or a "cash-less exercise" (if permitted by the Committee).
5. BENEFICIARY DESIGNATION. A Participant may, in a manner determined by
the Committee, designate a beneficiary to exercise his or her rights
hereunder and to receive any distribution with respect to the Options
upon his or her death. A beneficiary, legal guardian, legal
representative, or other person claiming any rights hereunder is
subject to all terms and conditions of this Award Agreement and the
2006 Plan, and to any additional restrictions deemed necessary or
appropriate by the Committee. If no beneficiary has been designated or
survives the Participant, the Options may be exercised by the legal
representative of the Participant's estate, and payment shall be made
to the Participant's estate. Subject to the foregoing, a beneficiary
designation may be changed or revoked by the Participant at any time
provided the change or revocation is filed with the Company.
6. WITHHOLDING. The Company or any employer Affiliate has the authority
and the right to deduct or withhold, or require the Participant to
remit to the Company, an amount sufficient to satisfy federal, state,
and local (if any) withholding taxes and employment taxes (I.E., FICA
and FUTA).
7. LIMITATION OF RIGHTS. The Options do not confer to the Participant or
the Participant's beneficiary designated pursuant to Paragraph 5 any
rights of a shareholder of the Company unless and until Shares are in
fact issued to such person in connection with the exercise of the
Options. Nothing in this Award Agreement shall interfere with or limit
in any way the right of the Company or any Affiliate to terminate the
Participant's employment at any time, nor confer upon the Participant
any right to continue in the service of the Company or any Affiliate.
8. RESTRICTIONS ON TRANSFER AND PLEDGE. No right or interest of the
Participant in the Options may be pledged, encumbered, or hypothecated
to or in favor of any party other than the Company or an Affiliate, or
shall be subject to any lien, obligation, or liability of the
Participant to any other party other than the Company or an Affiliate.
The Options are not assignable or transferable by the Participant other
than by will or the laws of descent and distribution or pursuant to a
domestic relations order that would satisfy Section 414(p)(1)(A) of the
Code if such Section applied to an Option under the 2006 Plan;
provided, however, that the Committee may (but need not) permit other
requested transfers. The Options may be exercised during the lifetime
of the Participant only by the Participant or any permitted transferee.
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9. PLAN CONTROLS. The terms contained in the 2006 Plan are incorporated
into and made a part of this Award Agreement and this Award Agreement
shall be governed by and construed in accordance with the 2006 Plan. In
the event of any actual or alleged conflict between the provisions of
the 2006 Plan and the provisions of this Award Agreement, the
provisions of the 2006 Plan shall be controlling and determinative.
10. SUCCESSORS. This Award Agreement shall be binding upon any successor of
the Company, in accordance with the terms of this Award Agreement and
the 2006 Plan.
11. SEVERABILITY. If any one or more of the provisions contained in this
Award Agreement is invalid, illegal or unenforceable, the other
provisions of this Award Agreement will be construed and enforced as if
the invalid, illegal or unenforceable provision had never been
included.
12. NOTICE. Notices and communications under this Award Agreement must be
in writing and either personally delivered or sent by registered or
certified United States mail, return receipt requested, postage
prepaid. Notices to the Company must be addressed to:
000 Xxxx Xxxx Xxxxxx
Xxxxx, Xxxxx Xxxxxxxx 00000
(000) 000-0000 Attention: ________________
or any other address designated by the Company in a written notice to
the Participant. Notices to the Participant will be directed to the
address of Participant then currently on file with the Company, or at
any other address given by Participant in a written notice to the
Company.
13. STOCK RESERVE. The Company shall at all times during the term of this
Agreement reserve and keep available such number of Shares as will be
sufficient to satisfy the requirements of this Agreement.
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FORM OF
RESTRICTED STOCK AWARD AGREEMENT
FOR THE PROVIDENT COMMUNITY BANCSHARES, INC.
2006 EQUITY INCENTIVE PLAN
This Award Agreement is provided to _______________ (the "Participant") by
Provident Community Bancshares, Inc. (the "Company") as of ___________, the date
the Compensation Committee awarded the Participant restricted Shares pursuant to
the Provident Community Bancshares, Inc. 2006 Equity Incentive Plan (the "2006
Plan"), subject to the terms and conditions of the 2006 Plan and this Award
Agreement:
1. NUMBER OF SHARES SUBJECT
TO YOUR RESTRICTED STOCK AWARD: _________ Shares (subject to adjustment as may be
necessary pursuant to Section 10 of the 2006 Plan).
2. GRANT DATE: _________
Unless sooner vested in accordance with Section 3 of the Terms and
Conditions (attached hereto) or otherwise in the discretion of the
Committee, the restrictions imposed under Section 2 of the Terms and
Conditions will expire as to the following percentage of the Shares
awarded hereunder, on the following respective dates; provided that
Participant is then still employed by or in service with the Company or
any of its subsidiaries:
Percentage of Number of Shares
Shares Vesting Vesting Vesting Date
-------------- ------- ------------
_____ _____ _____
_____ _____ _____
_____ _____ _____
_____ _____ _____
_____ _____ _____
IN WITNESS WHEREOF, Provident Community Bancshares, Inc. acting by and
through the Compensation Committee of the Board of Directors of the Company, has
caused this Award Agreement to be executed as of the Grant Date.
PROVIDENT COMMUNITY BANCSHARES, INC.
ACCEPTED BY PARTICIPANT: By:
---------------------------------------
On behalf of the Compensation Committee
__________________________
[ ]
__________________________
Date
TERMS AND CONDITIONS
1. GRANT OF SHARES. The Grant Date and number of Shares underlying a
Participant's Restricted Stock Award are stated on page 1 of this Award
Agreement. Capitalized terms used herein and not otherwise defined
shall have the meanings assigned to such terms in the 2006 Plan.
2. RESTRICTIONS. The unvested Shares underlying a Participant's Restricted
Stock Award are subject to the following restrictions ("Restricted
Shares") until they expire or terminate.
(a) Restricted Shares may not be sold, transferred, exchanged,
assigned, pledged, hypothecated or otherwise encumbered.
(b) If a Participant's employment or service with the Company or any
Affiliate terminates for any reason other than as set forth in
paragraph (b) of Section 3 hereof, then the Participant forfeits
all of his rights, title and interest in and to the Restricted
Shares as of the date of termination, and such Restricted Shares
shall revert to the Company under the terms of the 2006 Plan.
(c) Restricted Shares are subject to the vesting schedule set forth
on page 1 of this Award Agreement.
3. EXPIRATION AND TERMINATION OF RESTRICTIONS. The restrictions imposed
under Section 2 will expire on the earliest to occur of the following
(the period prior to such expiration being referred to herein as the
"Restricted Period"):
(a) As to the percentages of the Shares specified on page 1 of this
Award Agreement, on the respective dates specified on page 1;
provided the Participant is then still employed by or in service
of the Company or an Affiliate; or
(b) Termination of a Participant's employment by reason of death or
Disability; or
(c) A Change in Control.
4. DELIVERY OF SHARES. Once the Shares are vested (SEE VESTING SCHEDULE ON
PAGE 1), the 2006 Plan Trustee will distribute the Shares (and
accumulated dividends and earnings, if any) in accordance with the
instructions it receives from the Participant.
5. VOTING AND DIVIDEND RIGHTS. A Participant, as beneficial owner of the
Shares, shall have full voting and dividend rights with respect to the
Shares during and after the Restricted Period. If a Participant
forfeits any rights he or she may have under this Award Agreement in
accordance with Section 2, the Participant shall no longer have any
rights as a shareholder with respect to the Restricted Shares or any
interest therein and the Participant shall no longer be entitled to
receive dividends on such Shares.
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6. CHANGES IN CAPITAL STRUCTURE. In the event of a corporate event or
transaction involving the Company (including, without limitation, any
stock dividend, stock split, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation, split-up,
spin-off, combination or exchange of shares), the Committee may adjust
this award to preserve the benefits or potential benefits of this
award. Without limiting the foregoing, in the event of a subdivision of
the outstanding Stock (stock-split), a declaration of a dividend
payable in Stock, or a combination or consolidation of the outstanding
Stock into a lesser number of Shares, the Shares then subject to this
Award Agreement shall automatically be adjusted proportionately.
7. NO RIGHT OF CONTINUED EMPLOYMENT. Nothing in this Award Agreement shall
interfere with or limit in any way the right of the Company or any
Affiliate to terminate a Participant's employment or service at any
time, nor confer upon a Participant any right to continue in the employ
or service of the Company or any Affiliate.
8. PAYMENT OF TAXES. A Participant may make an election to be taxed upon
his or her Restricted Stock Award under Section 83(b) of the Code
within 30 days of the Grant Date. If an 83(b) Election is not made,
upon vesting of the Restricted Stock Award the Committee is entitled to
require as a condition of delivery: (i) that the Participant remit an
amount sufficient to satisfy any and all federal, state and local (if
any) tax withholding requirements and employment taxes (I.E., FICA and
FUTA), (ii) that the withholding of such sums come from compensation
otherwise due to the Participant or from Shares due to the Participant
under the 2006 Plan, or (iii) any combination of the foregoing. Any
withholding shall comply with Rule 16b-3 or any amendments or
successive rule. OUTSIDE DIRECTORS OF THE COMPANY ARE SELF-EMPLOYED AND
NOT SUBJECT TO TAX WITHHOLDING.
9. PLAN CONTROLS. The terms contained in the 2006 Plan are incorporated
into and made a part of this Award Agreement and this Award Agreement
shall be governed by and construed in accordance with the 2006 Plan. In
the event of any actual or alleged conflict between the provisions of
the Plan and the provisions of this Agreement, the provisions of the
Plan shall be controlling and determinative.
10. SEVERABILITY. If any one or more of the provisions contained in this
Agreement is deemed to be invalid, illegal or unenforceable, the other
provisions of this Agreement will be construed and enforced as if the
invalid, illegal or unenforceable provision had never been included.
11. NOTICE. Notices and communications under this Agreement must be in
writing and either personally delivered or sent by registered or
certified United States mail, return receipt requested, postage
prepaid. Notices to the Company must be addressed to:
000 Xxxx Xxxx Xxxxxx
Xxxxx, Xxxxx Xxxxxxxx 00000
(000) 000-0000 Attention: ________________
or any other address designated by the Company in a written notice to
Participant. Notices to Participant will be directed to the address of
Participant then currently on file with the Company, or at any other
address given by Participant in a written notice to the Company.
12. SUCCESSORS. This Award Agreement shall be binding upon any successor of
the Company, in accordance with the terms of this Award Agreement and
the 2006 Plan.
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