would otherwise be delivered with respect to the Earned PSUs as of the date of settlement. To the extent the PSUs are settled in Shares, the Company shall (i) issue and deliver to the Grantee the number of Shares equal to the number of Earned PSUs less applicable tax withholding, and (ii) enter the Grantee’s name on the books of the Company as the shareholder of record with respect to the Shares delivered to the Grantee. 8. Transferability. Subject to any exceptions set forth in this Agreement or the Plan, the PSUs or the rights relating thereto may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee, except by will or the laws of descent and distribution, and upon any such transfer by will or the laws of descent and distribution, the transferee shall hold such PSUs subject to all of the terms and conditions that were applicable to the Grantee immediately prior to such transfer. 9. Rights as Shareholder; Dividend Equivalents. 9.1 The Grantee shall not have any rights of a shareholder with respect to the Shares underlying the PSUs, including, but not limited to, voting rights and the right to receive or accrue dividends or dividend equivalents. 9.2 Upon and following the vesting of the PSUs and the issuance of Shares, the Grantee shall be the record owner of the Shares underlying the PSUs unless and until such Shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a shareholder of the Company (including voting and dividend rights, if any). 10. No Right to Continued Service. Neither the Plan nor this Agreement shall confer upon the Grantee any right to be retained in any position, as an Employee, consultant or director of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate the Grantee’s service at any time, with or without Cause. 11. Adjustments. If any change is made to the outstanding Common Stock or the capital structure of the Company, if required, the PSUs shall be adjusted or terminated in any manner as contemplated by Section 20 of the Plan. 12. Tax Liability and Withholding. 12.1 The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the amount of any required withholding taxes in respect of the PSUs and to take all such other action as the Company deems necessary to satisfy all obligations for the payment of such withholding taxes. As a condition of the receipt of this grant, prior to the vesting of the PSUs the Grantee hereby agrees to make such arrangements as the Company may require in order to satisfy any required federal, state, local or foreign withholding tax obligations, calculated using rates of up to, but not exceeding, the maximum statutory withholding rates applicable in the Grantee’s particular jurisdiction, that the Company, in its sole discretion, determines may arise in connection with the receipt of this grant or the issuance of Shares (the "Tax Obligations”). The Grantee understands that the Company shall not be required to issue any Shares under the Plan unless and until such Tax Obligations are satisfied. 12.2 The Company intends, and the Grantee hereby authorizes the Company, to satisfy the Tax Obligations by withholding from the Grantee’s Earned PSUs the number of full Shares having an aggregate market value at that time of vesting equal to the amount the Company determines are equal to the Tax Obligations, with the remainder to