{"id":40363,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/restricted-stock-unit-grant-notice-and-agreement-sara-lee-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"restricted-stock-unit-grant-notice-and-agreement-sara-lee-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/restricted-stock-unit-grant-notice-and-agreement-sara-lee-corp.html","title":{"rendered":"Restricted Stock Unit Grant Notice and Agreement – Sara Lee Corp."},"content":{"rendered":"

SARA LEE CORPORATION <\/strong><\/p>\n

2002 LONG-TERM INCENTIVE STOCK PLAN <\/strong><\/p>\n

PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE
\nAND AGREEMENT <\/strong><\/p>\n

(Form for North American employees; form for other employees
\nsubstantially similar)<\/p>\n

[INSERT PARTICIPANT NAME] <\/strong><\/p>\n

This Performance-Based Restricted Stock Unit (PSU) Grant Notice and
\nAgreement,<\/strong> made this November 4, 2011 (“Award Date”), by Sara Lee
\nCorporation, a Maryland corporation (“Company”), to you is evidence of an award
\nmade under the Sara Lee Corporation 2002 Long-Term Incentive Stock Plan (“Plan”)
\nwhich is incorporated into this “Grant Notice and Agreement” by reference. A
\ncopy of the Plan has been provided to you and is also available from the Sara
\nLee Corporate Compensation Department.<\/p>\n

1. Performance-Based Restricted Stock Unit Award.<\/strong> Subject to
\nthe restrictions, limitations, terms and conditions specified in the Plan and
\nthis Grant Notice and Agreement, the Company hereby awards to you as of the
\nAward Date:<\/p>\n

Performance Stock Units (PSUs) <\/strong><\/p>\n

which are considered Stock Awards under the Plan (the “Award”). The vesting
\nof the Award is based both upon the Company153s performance during the period from
\nJuly 3, 2011 through June 30, 2012 (the “Performance Period”) and your continued
\nservice with the Company or any of its subsidiaries (collectively the “Sara Lee
\nCompanies”) from the Award Date through August 31, 2014 (the “Vesting Period”),
\nsubject in each case to the terms and conditions set forth in paragraph 3, and
\ntherefore the actual number of PSUs ultimately released, if any, shall be
\ndetermined as of the last day of the Vesting Period (the “PSU Vesting Date”).
\nSubject to paragraphs 2 and 11, the PSUs will be settled in shares of common
\nstock of the Company.<\/p>\n

2. Anticipated Spin-Off<\/strong>. The Company currently anticipates
\nthat prior to the PSU Vesting Date, it will complete a transaction to spin off
\n(the “Anticipated CoffeeCo Spin-Off”) its international beverage business
\nsegment (“CoffeeCo”) separate from its North American business (“SLE 2.0”). If
\nthe Anticipated CoffeeCo Spin-Off occurs before the PSU Vesting Date, then the
\nAward will be subject to adjustment in accordance with Article V of the Plan and
\nparagraph 11 of this Grant Notice and Agreement and the PSUs will be settled in
\nshares of SLE 2.0 common stock rather than shares of common stock of the
\nCompany. Where context permits, references in this Grant Notice and Agreement to
\nthe “Company” or the “Sara Lee Companies” will be to, and will include, “SLE
\n2.0” from and following the Anticipated CoffeeCo Spin-Off.<\/p>\n

3. Vesting of the Award. <\/strong><\/p>\n

(a) Performance-Based Vesting<\/u>. A number of PSUs subject to the Award
\nwill become earned based on the Company153s fiscal year 2012 Consolidated
\nOperating Income (the “2012 Performance Goal”), in accordance with the
\nperformance levels and payout percentages set forth in the table below (the
\n“Earned PSUs”), provided that the vesting of such Earned PSUs shall be
\ncontingent on you remaining continuously employed with the Sara Lee Companies
\nthrough the PSU Vesting Date pursuant to subparagraph (b) below. For the
\navoidance of doubt, your period of continuous employment for vesting purposes
\nexcludes any severance period.<\/p>\n

\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Threshold<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Target<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Maximum<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Company Consolidated Operating Income for fiscal year 2012<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

(1<\/p>\n<\/td>\n

\n

)<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

(1<\/p>\n<\/td>\n

\n

)<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

(1<\/p>\n<\/td>\n

\n

)<\/p>\n<\/td>\n<\/tr>\n

\n

Number of PSUs earned based on actual Company Consolidated Operating Income
\nfor fiscal year 2012.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

25<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

100<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

150<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

(1)<\/p>\n<\/td>\n

\n

The specific performance goals for the Consolidated Operating Income for
\nfiscal year 2012 were approved by the Compensation and Employee Benefits
\nCommittee of the Company153s Board of Directors and are contained in the minutes
\nof the meeting at which the Program was approved.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Notwithstanding the foregoing or anything to the contrary in this Grant
\nNotice and Agreement or in the Plan, if the Anticipated CoffeeCo Spin-Off occurs
\nprior to the end of the Performance Period, the number of Earned PSUs will be
\ndetermined based on (i) actual performance of the 2012 Performance Goal through
\nthe closing date of the Anticipated CoffeeCo Spin-Off for the portion of the
\nCompany153s fiscal year 2012 that occurs prior to such closing date and (ii)
\ntarget performance for the portion of the 2012 fiscal year that has not yet
\noccurred as of the closing of the Anticipated CoffeeCo Spin-Off.<\/p>\n

For purposes of this Grant Notice and Agreement, “Consolidated Operating
\nIncome” means the Company153s Adjusted Operating Income from continuing operations
\nas disclosed in the Company153s earnings press releases and filings with the SEC,
\nas may be further adjusted by the Committee (as defined below) to (i) include or
\nexclude the results of businesses acquired and\/or divested during the
\nmeasurement period, to the extent such results were included or excluded in the
\nCompany153s annual operating plan, and\/or (ii) prevent undue and\/or unintended
\ngain or loss. Adjusted Operating Income is a non-GAAP financial measure that
\nadjusts operating income, as reported under U.S. GAAP, to exclude significant
\nitems and select other charges and gains. Significant items are material items
\nthat are not indicative of our core operating results and that are quantified
\nand identified in the Company153s publicly disclosed financial reports.
\nSignificant items vary each year and may include items such as charges for exit
\nactivities, impairment charges, tax costs and benefits resulting from the
\ndisposition of a business, gains or losses on the sale of discontinued
\noperations and changes in tax valuation allowances.<\/p>\n

(b) Service-Based Vesting<\/u>. Provided that you have remained
\ncontinuously employed with the Sara Lee Companies through the PSU Vesting Date,
\nthe Earned PSUs will vest and become payable to you on the PSU Vesting Date. The
\nPSUs are not transferable by you by means of sale, assignment, exchange, pledge,
\nor otherwise.<\/p>\n

4. Acceptance of Terms and Conditions. <\/strong>By electronically
\nacknowledging and accepting the Award, you agree to be bound by the terms and
\nconditions contained in this Grant Notice and Agreement and the Plan and any and
\nall conditions established by the Company in connection with Awards issued under
\nthe Plan, and understand that the Award neither confers any legal or equitable
\nright (other than those rights constituting the Award itself) against the
\nCompany directly or indirectly, nor does it give rise to any cause of action at
\nlaw or in equity against the Company. In order to vest in the Award described in
\nthis Grant Notice and Agreement, you must have accepted the Award.<\/p>\n

5. Dividend Equivalents.<\/strong> Subject to the restrictions,
\nlimitations and conditions as described in the Plan, dividend equivalents
\npayable on the PSUs will be accrued (in cash, without interest) on your behalf
\nat the time that dividends are otherwise paid to owners of the Company153s common
\nstock. Accrued dividend equivalents will be settled and paid at the same time as
\nthe vested PSUs are settled pursuant to the terms of this Grant Notice and
\nAgreement.<\/p>\n

2<\/p>\n

\n

6. Distribution of the Award.<\/strong> If the distribution is subject
\nto tax withholding, such taxes will be settled by withholding cash and\/or a
\nnumber of shares with a market value not less than the amount of such taxes. Any
\ncash from dividend equivalents remaining after withholding taxes are paid will
\nbe paid in cash to you. The net number of shares of the Company, or shares of
\nSLE 2.0 following the closing of the Anticipated CoffeeCo Spin-off, to be
\ndistributed will be delivered to your electronic stock plan account as soon as
\npracticable after the PSU Vesting Date. If withholding of taxes is not required,
\nnone will be taken and the gross number of shares and dividend equivalents will
\nbe distributed. You are personally responsible for the proper reporting and
\npayment of all taxes related to this distribution.<\/p>\n

7. Election to Defer Distribution.<\/strong> If the distribution is
\nsubject to U.S. tax law, you may elect to defer the distribution of all of the
\nPSUs. Such election must be received by the Company in the form required by the
\nCompany no later than 30 days after the Award Date and is contingent upon the
\nCompany153s allowing deferrals into the Sara Lee Corporation Executive Deferred
\nCompensation Plan (the “Deferred Compensation Plan”) at that time. The deferral,
\nif elected, will result in the transfer of the PSUs into the Deferred
\nCompensation Plan153s Stock Equivalent Fund in effect at the time the PSUs would
\nhave otherwise been distributed. The Deferred Compensation Plan rules will
\ngovern the administration of the Award beginning on the date the PSUs are
\ncredited to the Deferred Compensation Plan.<\/p>\n

8. Death, Total Disability or Retirement.<\/strong> If you cease
\nactive employment (i.e., cease to be coded as active on the payroll system) with
\nthe Sara Lee Companies, because of your death or because you become Totally
\nDisabled (as defined under the appropriate long term disability benefit plan, if
\napplicable), the Award will continue to vest and be distributed to you or your
\nestate at the same time as it is to other Participants pursuant to the terms of
\nparagraph 6. In the case of your attaining age 55 or older and if you have at
\nleast 10 years of service with the Sara Lee Companies when your employment
\nterminates or, in the case of your attaining age 65, regardless of service, the
\nAward will continue to vest after your termination. These provisions apply only
\nto the Award under this Grant Notice and Agreement; other awards may have
\ndifferent provisions.<\/p>\n

9. Involuntary Termination, Voluntary Termination and Non-Severance
\nEvent Termination.<\/strong> The following provisions apply only to the Award
\ngranted under this Grant Notice and Agreement; other awards may have different
\nprovisions<\/p>\n

(a) Involuntary Termination<\/strong>. If your employment with the
\nSara Lee Companies is terminated on or prior to the Anticipated CoffeeCo
\nSpin-Off and you are eligible to receive severance benefits under the Sara Lee
\nCorporation Severance Plan for Corporate Officers, the Severance Pay Plan, the
\nSeverance Pay Plan for Executives, the Severance Pay Plan for Certain Events or
\nany other written severance plan of the Company (collectively, a “Severance
\nEvent Termination”), you will be eligible to receive a prorated distribution
\nthat is determined by multiplying the Earned PSUs covered by the Award by a
\nfraction, the numerator of which is the number of months of your active service
\nfrom Award Date through the date your employment terminates (not including the
\nseverance period), and the denominator of which is the number of months from
\nAward Date through the PSU Vesting Date. Any shares underlying such prorated
\nPSUs will be distributed to you at the earlier of (i) the PSU Vesting Date or
\n(ii) the date the Anticipated CoffeeCo Spin-Off is completed.<\/p>\n

In the event that the division, business unit or business segment of the
\nCompany or, after the Anticipated CoffeeCo Spin-Off, SLE 2.0 to which at least
\n80% of your time is dedicated or from which you are on leave of absence is sold,
\nclosed, spun off or otherwise divested and, as a result of such transaction,
\nyour employment with the Sara Lee Companies or SLE 2.0 is terminated, all PSUs
\nwill vest as of the closing date of the transaction and be distributed as soon
\nas practicable after the closing date of the transaction, unless otherwise
\ndetermined by the Company or SLE 2.0. This provision does not apply with respect
\nto the Anticipated CoffeeCo Spin-Off or any transaction that would be considered
\na Change of Control as defined in Article X of the Plan.<\/p>\n

3<\/p>\n

\n

(b) Voluntary Termination and Non-Severance Event
\nTermination<\/strong>. If your employment terminates for reasons other than those
\ndescribed above (i.e., you voluntarily terminate employment with the Sara Lee
\nCompanies or your employment is terminated by the Sara Lee Companies and you are
\nnot eligible for severance pay under any of the Company153s severance plans), then
\nthe Award shall be canceled on the date your employment terminates.<\/p>\n

10<\/strong>.
\nNon-Competition\/Non-Solicitation\/Confidentiality<\/strong>. As a
\ncondition to your receipt of this Award, you must electronically accept a
\nNon-Competition, Non-Solicitation and Confidentiality Agreement. Please
\ncarefully read the Non-Competition, Non-Solicitation and Confidentiality
\nAgreement in its entirety and feel free to have your lawyer review it prior to
\naccepting it.<\/p>\n

11. Adjustment of the Award<\/strong>. In the event of any change in
\nthe capital structure of the Company (including but not limited to a stock
\ndividend, stock split, reverse stock split, combination or exchange of
\nsecurities, merger, consolidation, recapitalization, spin-off, split off,
\nliquidation or other distribution of any or all of the assets of the Company to
\nstockholders, other than normal cash dividends) or any change in any rights
\nattendant to any class of authorized securities of the Company, which for the
\navoidance of doubt, shall include the Anticipated CoffeeCo Spin-Off (an
\n“Adjustment Event”), the Compensation and Employee Benefits Committee of the
\nCompany153s Board of Directors (the “Committee”) shall make proportionate
\nadjustments with respect to the number and class of securities subject to the
\nAward to reflect such Adjustment Event and to maintain the Award153s intrinsic and
\nfair value; provided, that the Committee shall retain discretion with respect to
\nhow any such proportionate adjustments shall be made. The decision of the
\nCommittee regarding any such adjustment shall be final, binding and conclusive.\n<\/p>\n

12. Forfeiture\/Adjustment. <\/strong>Notwithstanding anything
\ncontained in this Grant Notice and Agreement to the contrary, you may forfeit
\nall or a portion of the Award and\/or be required to repay the Company, or you
\nmay be entitled to an increased Award, upon the occurrence of any of the
\nfollowing events.<\/p>\n

(a) Misconduct.<\/strong> If you engage in any activity contrary or
\nharmful to the interests of the Company, including but not limited to: (i)
\ncompeting, directly or indirectly (either as owner, employee or agent), with any
\nof the businesses of the Company, (ii) violating any Company policies, (iii)
\nsoliciting any present or future employees or customers of the Company to
\nterminate such employment or business relationship(s) with the Company, (iv)
\ndisclosing or misusing any confidential information regarding the Company, or
\n(v) participating in any activity not approved by the Board of Directors of the
\nCompany which could reasonably be foreseen as contributing to or resulting in a
\nChange of Control of the Company (as defined in the Plan) (such activities to be
\ncollectively referred to as “wrongful conduct”), then (A) the Award, to the
\nextent it remains restricted, shall terminate automatically on the date on which
\nyou first engaged in such wrongful conduct, (B) if the wrongful conduct occurred
\nwithin six months of the PSU Vesting Date, you shall pay to the Company in cash
\nany financial gain you realized from the vesting of the PSU, and (C) if the
\nwrongful conduct occurred after the PSU has been deferred in the Deferred
\nCompensation Plan and prior to the deferred payment date, you shall forfeit the
\ndeferred PSU and the Award shall terminate automatically on the date on which
\nyou first engaged in such wrongful conduct. For purposes of this paragraph,
\nfinancial gain shall equal the fair market value of the shares of the Company
\ncommon stock on the PSU Vesting Date, multiplied by the number of PSUs actually
\ndistributed pursuant to the Award, reduced by any taxes paid in countries other
\nthan the United States which taxes are not otherwise eligible for refund from
\nthe taxing authorities. By accepting this PSU, you consent to and authorize the
\nCompany to deduct from any amounts payable by the Company to you, any amounts
\nyou owe to the Company under this paragraph. This right of set-off is in
\naddition to any other remedies the Company may have against you for breach of
\nthis Grant Notice and Agreement.<\/p>\n

4<\/p>\n

\n

(b) Restatement of Financial Results.<\/strong> This paragraph 12(b)
\napplies to you only if you are an “officer” of the Company, as defined in Rule
\n16a-1(f) under the Securities Exchange Act of 1934, at the time you received the
\nAward (“Officer Participant”). If you are an Officer Participant and you vest in
\nan Award (including if the distribution of an incentive award is deferred
\npursuant to the Deferred Compensation Plan), which vesting was predicated upon
\nthe Company achieving certain financial results (the “Original Amount”), and
\nwithin two years after the PSU Vesting Date the Company restates its financial
\nstatements due to material noncompliance with financial reporting requirements
\nunder the securities laws (such restated financial statements, the “Restated
\nFinancials”), then the vested amount of the Award shall be recalculated based on
\nthe Restated Financials (the “Adjusted Amount”). If the Original Amount is
\ngreater than the Adjusted Amount, then on the date on which the Company files
\nthe Restated Financials with the Securities and Exchange Commission (“SEC”), any
\nvested portion of the Award that has not yet been distributed automatically
\nshall be reduced by an amount equal to (i) the Original Amount, less (ii) the
\nAdjusted Amount. If the Adjusted Amount is greater than the Original Amount,
\nthen on the date on which the Company files the Restated Financials with the
\nSEC, any vested amount that has not yet been distributed automatically shall be
\nincreased by an amount equal to (A) the Adjusted Amount, less (B) the Original
\nAmount. If the incentive award already has been distributed then, as soon as
\npracticable after the date on which the Company files the Restated Financials
\nwith the SEC, (x) you shall pay to the Company, in cash, any financial gain you
\nrealized from the vesting of the incentive award that is attributable to the
\nexcess of the Original Amount over the Adjusted Amount, if the Original Amount
\nis greater than the Adjusted Amount, or (y) the Company shall pay to you, in
\ncash, an amount equal to the excess of the Adjusted Amount over the Original
\nAmount, if the Adjusted Amount is greater than the Original Amount. No interest
\nwill be due to or paid by the Company or you to the other with respect to any
\nsuch true up payment. If you elected to defer any portion of an incentive award
\npursuant to the Deferred Compensation Plan and an adjustment under this
\nparagraph 12(b) is required before the deferral payment date, then your account
\nunder the Deferred Compensation Plan shall be credited or charged so that the
\ndeferred award equals the Adjusted Amount. The Committee may determine, in its
\ndiscretion and based on the circumstances leading to the Company153s filing of
\nRestated Financials with the SEC, that any recoupment or payment under this
\nparagraph 12(b) is not practical and may elect to forego the application of this
\nparagraph 12(b).<\/p>\n

13. Rights as a Stockholder.<\/strong> You will have no rights as a
\nstockholder with respect to any PSUs until and unless you receive shares of the
\nCompany following vesting of these PSUs.<\/p>\n

14. Conformity with the Plan.<\/strong> The Award is intended to
\nconform in all respects with, and is subject to, all applicable provisions of
\nthe Plan Any inconsistencies between this Grant Notice and Agreement and the
\nPlan shall be resolved in accordance with the terms of this Grant Notice and
\nAgreement.<\/p>\n

15. Interpretations.<\/strong> Any dispute, disagreement or question
\nwhich arises under, or as a result of, or in any way relates to the
\ninterpretation, construction or application of the Plan or this Grant Notice and
\nAgreement will be determined and resolved by the Committee or its delegate. Such
\ndetermination or resolution by the Committee or its delegate will be final,
\nbinding and conclusive for all purposes.<\/p>\n

16. Employment Rights.<\/strong> Nothing in the Plan or this Grant
\nNotice and Agreement confers on you any right to continue in the employ of the
\nSara Lee Companies or in any way affects the Sara Lee Companies153 right to
\nterminate your employment without prior notice any time for any reason.<\/p>\n

5<\/p>\n

\n

17. Consent to Transfer Personal Data<\/strong>. By accepting the
\nAward, you voluntarily acknowledge and consent to the collection, use,
\nprocessing and transfer of personal data as described in this paragraph. You are
\nnot obliged to consent to such collection, use, processing and transfer of
\npersonal data. The Sara Lee Companies hold certain personal information about
\nyou, that may include your name, home address and telephone number, fax number,
\nemail address, sex, beneficiary information, age, language skills, date of
\nbirth, social security number or other employee identification number, job
\ntitle, employment or severance contract, current wage and benefit information,
\ntax-related information, plan or benefit enrollment forms and elections, option
\nor benefit statements, any shares of stock or directorships in the Company,
\ndetails of all options or any other entitlements to shares of stock awarded,
\ncanceled, purchased, vested, unvested or outstanding in your favor, for the
\npurpose of managing and administering the Plan (“Data”). The Sara Lee Companies
\nwill transfer Data amongst themselves as necessary for the purpose of
\nimplementation, administration and management of your participation in the Plan,
\nand the Sara Lee Companies may further transfer Data to any third parties
\nassisting the Sara Lee Companies in the implementation, administration and
\nmanagement of the Plan. These recipients may be located throughout the world,
\nincluding the United States. You authorize them to receive, possess, use, retain
\nand transfer the Data, in electronic or other form, for the purposes of
\nimplementing, administering and managing your participation in the Plan,
\nincluding any requisite transfer of such Data as may be required for the
\nadministration of the Plan and\/or the subsequent holding of shares of stock on
\nyour behalf to a broker or other third party with whom you may elect to deposit
\nany shares of stock acquired pursuant to the Plan. You may, at any time, review
\nData, require any necessary amendments to it or withdraw the consents herein in
\nwriting by contacting the Company.<\/p>\n

18. Miscellaneous.<\/strong><\/p>\n

(a) Modification.<\/strong> The Award is documented by the minutes of
\nthe Committee and or as approved by the CEO for non-corporate officers, which
\nrecords are the final determinant of the number of PSUs granted and the
\nconditions of this grant. The Committee may amend or modify the Award in any
\nmanner to the extent that the Committee would have had the authority under the
\nPlan initially to grant such PSUs, provided that no such amendment or
\nmodification shall impair your rights under this Grant Notice and Agreement
\nwithout your consent. Except as in accordance with the two immediately preceding
\nsentences and paragraph 19, this Grant Notice and Agreement may be amended,
\nmodified or supplemented only by an instrument in writing signed by both parties
\nhereto.<\/p>\n

(b) Governing Law.<\/strong> All matters regarding or affecting the
\nrelationship of the Company and its stockholders shall be governed by the
\nGeneral Corporation Law of the State of Maryland. All other matters arising
\nunder this Grant Notice and Agreement shall be governed by the internal laws of
\nthe State of Illinois, including matters of validity, construction and
\ninterpretation. You and the Company agree that all claims in respect of any
\naction or proceeding arising out of or relating to this Grant Notice and
\nAgreement shall be heard or determined in any state or federal court sitting in
\nChicago, Illinois, and you agree to submit to the jurisdiction of such courts,
\nto bring all such actions or proceedings in such courts and to waive any defense
\nof inconvenient forum to such actions or proceedings. A final judgment in any
\naction or proceeding so brought shall be conclusive and may be enforced in any
\nmanner provided by law.<\/p>\n

(c) Successors and Assigns.<\/strong> Except as otherwise provided
\nherein, this Grant Notice and Agreement will bind and inure to the benefit of
\nthe respective successors and permitted assigns of the parties hereto whether so
\nexpressed or not.<\/p>\n

(d) Severability.<\/strong> Whenever feasible, each provision of this
\nGrant Notice and Agreement will be interpreted in such manner as to be effective
\nand valid under applicable law, but if any provision of this Grant Notice and
\nAgreement is held to be prohibited by or invalid under applicable law, such
\nprovision will be ineffective only to the extent of such prohibition or
\ninvalidity, without invalidating the remainder of this Grant Notice and
\nAgreement.<\/p>\n

6<\/p>\n

\n

19. Amendment.<\/strong> Notwithstanding anything in the Plan or this
\nGrant Notice and Agreement to the contrary, the Award may be amended by the
\nCompany without the consent of you, including but not limited to modifications
\nto any of the rights granted to you under the Award, at such time and in such
\nmanner as the Company may consider necessary or desirable to reflect changes in
\nlaw.<\/p>\n

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