Exhibit 10.3


 


OFFICERS


 


UNITED ONLINE, INC.


RESTRICTED STOCK UNIT ISSUANCE
AGREEMENT


 


RECITALS


 


A.            The Board has adopted the
Plan for the purpose of retaining the services of selected Employees and
consultants and other independent advisors who provide services to the
Corporation (or any Parent or Subsidiary).


 


B.            Participant is to render
valuable services to the Corporation (or a Parent or Subsidiary), and this
Agreement is executed pursuant to, and is intended to carry out the purposes
of, the Plan in connection with the Corporation’s issuance of shares of Common
Stock to the Participant under the Plan.


 


C.            All capitalized terms in
this Agreement shall have the meaning assigned to them in the attached Appendix A.


 


NOW, THEREFORE, it is hereby agreed as follows:


 


1.             Grant
of Restricted Stock Units.  The Corporation hereby awards to the
Participant, as of the Award Date, Restricted Stock Units under the Plan. Each
Restricted Stock Unit represents the right to receive one share of Common Stock
on the date that unit vests in accordance with the express provisions of this
Agreement. The number of shares of Common Stock subject to the awarded
Restricted Stock Units, the applicable vesting schedule for those shares, the
dates on which those vested shares shall become issuable to Participant and the
remaining terms and conditions governing the award (the “Award”) shall be as
set forth in this Agreement.


 


AWARD SUMMARY


 


Award Date:                          <Award Date>


 


Number
of Shares

Subject to Award:                 <# of Shares
Awarded> shares of Common Stock (the “Shares”) 


 


Vesting Schedule:                The Shares shall vest in a series of
              
(      ) successive equal annual installments
upon the Participant’s completion of each year of Service over the
              
(    )-year period measured from the Award Date.  Such vesting schedule is hereby designated
the “Normal Vesting Schedule” for the Shares. Should any scheduled vesting date
under the Normal Vesting Schedule otherwise occur on a date on which the Common
Stock is not traded on the Stock Exchange serving as the primary market for the
Common Stock, then that vesting date shall instead be deemed to occur on the
last day prior to such scheduled vesting date on which the Common Stock is so
traded. The Shares shall also be subject to accelerated vesting in accordance
with the provisions of Paragraphs 3(b) and 5 of this Agreement.


 

















 


Issuance Schedule               Each Share in which the Participant vests in
accordance with the Normal Vesting Schedule shall be issued, subject to the
Corporation’s collection of all applicable Withholding Taxes, on the applicable
vesting date specified for that Share or as soon thereafter as administratively
practicable, but in no event later than the close of the calendar year in which
such vesting date occurs or (if later) the fifteenth day of the third calendar
month following such vesting date (the “Issuance Date”). The applicable
Withholding Taxes are to be collected pursuant to the procedures set forth in
Paragraph 7 of this Agreement. 


 


2.             Limited
Transferability.  Prior to actual
receipt of the Shares which vest hereunder, the Participant may not transfer
any interest in the Award or the underlying Shares. Any Shares which vest
hereunder but which otherwise remain unissued at the time of the Participant’s
death may be transferred pursuant to the provisions of the Participant’s will
or the laws of inheritance or to the Participant’s designated beneficiary or
beneficiaries of this Award. The Participant may also direct the Corporation to
re-issue the stock certificates for any Shares which in fact vest and become
issuable under the Award during his or her lifetime to one or more designated
family members or a trust established for the Participant and/or his or her
family members. The Participant may make such a beneficiary designation or
certificate directive at any time by filing the appropriate form with the Plan
Administrator or its designee.


 


3.             Cessation
of Service.


 


(a)           Except as otherwise provided in Paragraph 3(b) below,
should the Participant cease Service for any reason prior to vesting in one or
more Shares subject to this Award, then the Award will be immediately cancelled
with respect to those unvested Shares, and the number of Restricted Stock Units
will be reduced accordingly. The Participant shall thereupon cease to have any
right or entitlement to receive any Shares under those cancelled units.


 


(b)           The Participant’s Employment Agreement sets forth
certain terms and conditions under which Participant’s equity or equity-based
awards from the Corporation, including this Award, may vest in whole or in part
on an accelerated basis in connection with his cessation of Service under
various specified circumstances. The Employment Agreement also sets forth the
date or dates on which the shares of Common Stock subject to the awards that
vest on such an accelerated basis, including the Shares subject to this Award,
are to be issued.  The terms and
provisions of the Employment Agreement (including any conditions, restrictions
or limitations governing the accelerated vesting or the issuance of the Shares,
including (without limitation) the execution and delivery of an effective
general release), as they apply to this Award, are hereby incorporated by
reference into this Agreement and shall have the same force and effect as if expressly
set forth in this Agreement.


 


4.             Stockholder
Rights and Dividend Equivalents


 


(a)           The holder of this Award
shall not have any stockholder rights, including voting or dividend rights,
with respect to the Shares subject to the Award until the Participant becomes
the record holder of those Shares upon their actual issuance following the
Corporation’s collection of the applicable Withholding Taxes.


 


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(b)           Notwithstanding the
foregoing, should any dividend or other distribution, whether regular or
extraordinary, payable in cash or other property (other than shares of Common
Stock) be declared and paid on the outstanding Common Stock while one or more
Shares remain subject to this Award (i.e., those Shares are not otherwise
issued and outstanding for purposes of entitlement to the dividend or
distribution), then the following provisions shall govern the Participant’s
interest in that dividend or distribution:


 


(i)            If the dividend is a regularly-scheduled cash
dividend on the Common Stock, then the Participant shall be entitled to a
current cash distribution from the Corporation equal to the cash dividend the
Participant would have received with respect to the Shares at the time subject
to this Award had those Shares actually been issued and outstanding and
entitled to that cash dividend. Each cash dividend equivalent payment under
this subparagraph (i) shall be paid within five (5) business days
following the payment of the actual cash dividend on the outstanding Common
Stock, subject to the Corporation’s collection of all applicable federal, state
and local income and employment withholding taxes.


 


(ii)           For any other dividend or distribution, a special
book account shall be established for the Participant and credited with a
phantom dividend equivalent to the actual dividend or distribution which would
have been paid on the Shares at the time subject to this Award had they been
issued and outstanding and entitled to that dividend or distribution.  As the Shares subsequently vest hereunder,
the phantom dividend equivalents so credited to those Shares in the book
account shall also vest, and those vested dividend equivalents shall be
distributed to the Participant (in the same form the actual dividend or distribution
was paid to the holders of the Common Stock entitled to that dividend or
distribution) concurrently with the issuance of the vested Shares to which
those phantom dividend equivalents relate. 
However, each such distribution shall be subject to the Corporation’s
collection of the Withholding Taxes applicable to that distribution. In no
event shall any such phantom dividend equivalents vest or become distributable
unless the Shares to which they relate vest in accordance with the terms of
this Agreement.


 


5.             Change
of Control.


 


(a)           Any Restricted Stock Units
subject to this Award at the time of a Change in Control may be assumed by the
successor entity or otherwise continued in full force and effect or may be
replaced with a cash retention program of the successor entity which preserves
the Fair Market Value of the unvested shares of Common Stock subject to the
Award at the time of the Change in Control and provides for the subsequent
vesting and concurrent payout of that value in accordance with the same vesting
and issuance schedule that would otherwise be in effect for those shares in the
absence of such Change in Control.  In
the event of such assumption or continuation of the Award or such replacement
of the Award with a cash retention program, no accelerated vesting of the
Restricted Stock Units shall occur at the time of the Change in Control.  Notwithstanding the foregoing, no such cash
retention program shall be established for the Restricted Stock Units subject
to this Award to the extent such program would otherwise be deemed to
constitute a deferred compensation arrangement subject to the requirements of
Code Section 409A and the Treasury Regulations thereunder.


 


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(b)           In the event the Award is
assumed or otherwise continued in effect, the Restricted Stock Units subject to
the Award shall be adjusted immediately after the consummation of the Change in
Control so as to apply to the number and class of securities into which the
Shares subject to those units immediately prior to the Change in Control would
have been converted in consummation of that Change in Control had those Shares
actually been issued and outstanding at that time.  To the extent the actual holders of the
outstanding Common Stock receive cash consideration for their Common Stock in
consummation of the Change in Control, the successor corporation (or parent
entity) may, in connection with the assumption or continuation of the
Restricted Stock Units subject to the Award at that time, substitute one or
more shares of its own common stock with a fair market value equivalent to the
cash consideration paid per share of Common Stock in the Change in Control
transaction, provided the substituted common stock is readily tradable on an
established U.S. securities exchange.


 


(c)           Any Restricted Stock Units
which are assumed or otherwise continued in effect in connection with a Change
in Control or replaced with a cash retention program under Paragraph 5(a) shall
be subject to the vesting acceleration provisions of the Participant’s
Employment Agreement, and the securities issuable under any such assumed or
continued Restricted Stock Units (or the proceeds of any replacement cash
retention program) which vest on an accelerated basis in accordance with those
provisions shall be issued or distributed on the applicable date or dates
determined for those securities  or
proceeds pursuant to terms of the Employment Agreement.  Accordingly, the terms and provisions of the
Employment Agreement (including any conditions, restrictions or limitations
governing the accelerated vesting or issuance of the securities subject to the
Participant’s outstanding equity awards or the distribution of the proceeds of
any replacement cash retention program, including (without limitation) the
execution and delivery of an effective general release) shall apply to any
Restricted Stock Units which are assumed or otherwise continued in effect in
connection with a Change in Control or replaced with a cash retention program
under Paragraph 5(a) and are hereby incorporated by reference into this
Agreement, with the same force and effect as if expressly set forth in this
Agreement.


 


(d)           If the Restricted Stock
Units subject to this Award at the time of the Change in Control are not assumed
or otherwise continued in effect or replaced with a cash retention  program in accordance with Paragraph 5(a),
then those units shall vest immediately prior to the closing of the Change in
Control. The Shares subject to those vested units shall be converted into the
right to receive for each such Share the same consideration per share of Common
Stock payable to the other stockholders of the Corporation in consummation of
that Change in Control, and such consideration shall be distributed to
Participant on the effective date of such Change in Control or as soon as
administratively practicable thereafter, but in no event later than three (3) business
days following the effective date of that Change in Control. Such distribution
shall be subject to the Corporation’s collection of the applicable Withholding
Taxes pursuant to the provisions of Paragraph 7.


 


(e)           This Agreement shall not in
any way affect the right of the Corporation to adjust, reclassify, reorganize
or otherwise change its capital or business structure or to merge, consolidate,
dissolve, liquidate or sell or transfer all or any part of its business or
assets.


 


6.             Adjustment
in Shares.  Should any
change be made to the Common Stock by reason of any stock split, stock
dividend, recapitalization, combination of shares, exchange of shares, spin-off
transaction or other change affecting the outstanding Common Stock as a class
without the Corporation’s receipt of consideration, or should the value of the
outstanding shares of Common Stock be substantially reduced as a result of a
spin-off transaction or an extraordinary dividend or distribution, or should
there occur any merger, consolidation or other reorganization, then equitable
and proportional 


 


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adjustments
shall be made by the Plan Administrator to the total number and/or class of
securities issuable pursuant to this Award in order to reflect such change. In
making such  equitable and proportional
adjustments, the Plan Administrator shall take into account any amounts to be
credited to Participant’s book account under Paragraph 4(b) in connection
with the transaction, and the determination of the Plan Administrator shall be
final, binding and conclusive.  In the
event of a Change in Control, the provisions of Paragraph 5 shall be
controlling.


 


7.             Issuance
of Shares of Common Stock.


 


(a)           On each applicable Issuance
Date for the Shares which vest in accordance with the provisions of this
Agreement, the Corporation shall issue to or on behalf of the Participant a
certificate (which may be in electronic form) for the vested shares of Common
Stock to be issued on such date, subject to the Corporation’s collection of the
applicable Withholding Taxes.


 


(b)           Until such time as the
Corporation provides the Participant with notice to the contrary, the
Corporation shall collect the applicable Withholding Taxes through an automatic
Share withholding procedure pursuant to which the Corporation will withhold, on
the applicable Issuance Date for the Shares that vest under the Award, a
portion of those vested Shares with a Fair Market Value (measured as of the
applicable tax date for such Shares) equal to the amount of such Withholding
Taxes  (the “Share Withholding Method”); provided, however, that the amount
of any Shares so withheld shall not exceed the amount necessary to satisfy the
Corporation’s required tax withholding obligations using the minimum statutory
withholding rates for federal and state tax purposes, including payroll taxes,
that are applicable to supplemental taxable income. Participant shall be
notified in writing in the event such Share Withholding Method is no longer
available.


 


(c)           Should any Shares vest under
the Award when the Share Withholding Method is not available, then the
Withholding Taxes shall be collected from the Participant through either of the
following alternatives:


 


·      the Participant’s delivery
of his or her separate check payable to the Corporation in the amount of such
Withholding Taxes, or


 


·      the use of the proceeds from
a next-day sale of the Shares issued to the Participant, provided and only if (i) such
a sale is permissible under the Corporation’s trading policies governing the
sale of Common Stock, (ii) the Participant makes an irrevocable
commitment, on or before the vesting date for those Shares, to effect such sale
of the Shares and (iii) the transaction is not otherwise deemed to
constitute a prohibited loan under Section 402 of the Sarbanes-Oxley Act
of 2002.


 


(d)           The Corporation shall
concurrently, with each issuance of vested Shares in accordance with the
foregoing provisions of this Paragraph 7, distribute to the Participant any
outstanding phantom dividend equivalents credited with respect to those Shares.
The Corporation shall collect the Withholding Taxes with respect to each
distribution of such phantom dividend equivalents by withholding a portion of
that distribution equal to the amount of the applicable Withholding Taxes, with
the cash portion of the distribution to be the first portion so withheld, or
through such other tax withholding arrangement as the Corporation deems
appropriate.


 


(e)           Except as otherwise provided in Paragraph 5 or
Paragraph 7(b), the settlement of all Restricted Stock Units which vest under
the Award shall be made solely in shares of Common Stock.  No fractional share of Common Stock shall be
issued pursuant to this Award, and any fractional share resulting from any
calculation made in accordance with the terms of this Agreement shall be
rounded down to the next whole share of Common Stock.


 


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8.             Compliance
with Laws and Regulations.  The issuance of shares of Common Stock
pursuant to the Award shall be subject to compliance by the Corporation and
Participant with all applicable requirements of law relating thereto and with
all applicable regulations of the Stock Exchange  on which the Common Stock is listed for
trading at the time of such issuance.


 


9.             Notices.  Any notice required to be given or delivered
to the Corporation under the terms of this Agreement shall be in writing and
addressed to the Corporation at its principal corporate offices and directed to
the attention of Stock Plan Administrator.  Any notice required to be
given or delivered to Participant shall be in writing and addressed to Participant
at the address on record with the Corporation.  An email to the email
address of Participant on record with the Corporation shall be deemed to be
written notice.  All notices shall be deemed effective upon personal
delivery, upon sending of an email or upon deposit in the mail, postage
prepaid and properly addressed to the party to be notified.


 


10.           Successors and Assigns.  Except to the extent otherwise provided in
this Agreement, the provisions of this Agreement shall inure to the benefit of,
and be binding upon, the Corporation and its successors and assigns and
Participant, Participant’s assigns, the legal representatives, heirs and
legatees of Participant’s estate and any beneficiaries of the Award designated
by Participant.


 


11.           Construction.  This Agreement and the Award evidenced hereby
are made and granted pursuant to the Plan and are in all respects limited by
and subject to the terms of the Plan. 
All decisions of the Plan Administrator with respect to any question or
issue arising under the Plan or this Agreement shall be conclusive and binding
on all persons having an interest in the Award.


 


12.           Governing Law.  The interpretation, performance and
enforcement of this Agreement shall be governed by the laws of the State of
California without resort to that State’s conflict-of-laws rules.


 


13.           Employment at Will.  Nothing in this Agreement or in the Plan
shall confer upon Participant any right to continue in Service for any period
of specific duration or interfere with or otherwise restrict in any way the
rights of the Corporation (or any Parent or Subsidiary employing or retaining
Participant) or of Participant, which rights are hereby expressly reserved by
each, to terminate Participant’s Service at any time for any reason, with or
without cause.


 


14.           Code Section 409A.


 


(a)           It is the intention of the parties that the
provisions of this Agreement comply with the requirements of the short-term
deferral exception of Section 409A of the Code and Treasury Regulations Section 1.409A-1(b)(4).  Accordingly, to the extent there is any
ambiguity as to whether one or more provisions of this Agreement would
otherwise contravene the requirements or limitations of Code Section 409A
applicable to such short-term deferral exception, then those provisions shall
be interpreted and applied in a manner that does not result in a violation of
the requirements or limitations of Code Section 409A and the Treasury
Regulations thereunder that apply to such exception.


 


(b)           If and to the extent this Agreement may be deemed to
create an arrangement subject to the requirements of Code Section 409A,
then the following provisions shall apply:


 


·              No Shares or other amounts
which become issuable or distributable under this Agreement by reason of
Participant’s cessation of Service shall actually be issued or distributed to
Participant until the date of the Participant’s Separation from Service due to
such cessation of Service or as soon thereafter as administratively
practicable, but in no event later than the later
of (i) the close of the 


 


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calendar year in which such Separation from Service
occurs or (ii) the fifteenth day of the third calendar month following the
date of such Separation from Service.


 


·              No Shares or other amounts
which become issuable or distributable under this Agreement by reason of
Participant’s cessation of Service shall actually be issued or distributed
to  Participant prior to the earlier of (i) the first day of
the seventh (7th) month following the date of the Participant’s Separation from
Service or (ii) the date of Participant’s death, if Participant is deemed
at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of
the Treasury Regulations issued under Code Section 409A, as determined by
the Plan Administrator in accordance with consistent and uniform standards
applied to all other Code Section 409A arrangements of the Corporation,
and such delayed commencement is otherwise required in order to avoid a
prohibited distribution under Code Section 409A(a)(2). The deferred Shares
or other distributable amount shall be issued or distributed in a lump sum on
the first day of the seventh (7th) month following the date of Participant’s
Separation from Service or, if earlier, the first day of the month immediately
following the date the Corporation receives proof of Participant’s death.


 


·              No amounts that vest and
become payable under Paragraph 5 of this Agreement by reason of a Change in
Control shall be distributed to the Participant at the time  of such Change in Control, unless that
transaction also qualifies as a change in control event under Code Section 409A
and the Treasury Regulations thereunder. 
In the absence of such a qualifying change in control, the distribution
shall not be made until the date or dates on which those amounts are to be
distributed pursuant to the Normal Vesting Schedule or (to the extent
applicable) the provisions of Paragraph 5(c) of this Agreement.


 


IN WITNESS WHEREOF, the parties have executed
this Agreement on the day and year first indicated above.


 


	
   

  	
  UNITED
  ONLINE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Mark
  R. Goldston

  
	
   

  	
   

  
	
   

  	
  Title:
  

  	
  Chairman,
  President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
  Name:
  <Participant Name>

  
	
   

  	
   

  
	
   

  	
  Signature:

  



 


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APPENDIX A


 


DEFINITIONS


 


The
following definitions shall be in effect under the Agreement:


 


A.            Agreement shall mean
this Restricted Stock Unit Issuance Agreement.


 


B.            Award shall mean the
award of restricted stock units made to the Participant pursuant to the terms
of this Agreement.


 


C.            Award
Date shall mean the date the restricted stock units are
awarded to Participant pursuant to the Agreement and shall be the date
indicated in Paragraph 1 of the Agreement.


 


D.            Board shall mean the
Corporation’s Board of Directors.


 


E.             Change
in Control shall have the meaning assigned to such term in the
Employment Agreement. However, in the absence of such definition in the
Employment Agreement, a Change in Control shall mean a change in ownership or
control of the Corporation effected through any of the following transactions:


 


(i)    the closing of a merger,
consolidation or other reorganization approved by the Corporation’s
stockholders in which a change in ownership or control of the Corporation is
effected through the acquisition by any person or group of persons comprising a
“group” within the meaning of Rule 13d-5(b)(1) of the 1934 Act (other
than the Corporation or a person that, prior to such transaction, directly or
indirectly controls, is controlled by or is under common control with, the
Corporation) of beneficial ownership (within the meaning of Rule 13d-3 of
the 1934 Act) of securities possessing more than fifty percent (50%) of the
total combined voting power of the Corporation’s outstanding securities (as
measured in terms of the power to vote with respect to the election of Board
members),


 


(ii)   the closing of a sale,
transfer or other disposition of all or substantially all of the Corporation’s
assets,


 


(iii)  the closing of any
transaction or series of related transactions pursuant to which any person or
any group of persons comprising a “group” within the meaning of Rule 13d-5(b)(1) of
the 1934 Act (other than the Corporation or a person that, prior to such
transaction or series of related transactions, directly or indirectly controls,
is controlled by or is under common control with, the Corporation) acquires
directly or indirectly (whether as a result of a single acquisition or by
reason of one or more acquisitions within the twelve (12)-month period ending
with the most recent acquisition) beneficial ownership (within the meaning of Rule 13d-3
of the 1934 Act) of securities possessing more than fifty percent (50%) of the
total combined voting power of the Corporation’s securities (as measured in
terms of the power to vote with respect to the election of Board members)
outstanding immediately after the consummation of such transaction or series of
related transactions, whether such transaction involves a direct issuance from
the Corporation or the acquisition of outstanding securities held by one or
more of the Corporation’s existing stockholders,


 


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(iv)  a merger, recapitalization,
consolidation, or other transaction to which the Corporation is a party or a
sale, transfer or other disposition of all or substantially all of the
Corporation’s assets if, in either case, the members of the Board immediately
prior to consummation of the transaction do not, upon consummation of the
transaction, constitute at least a majority of the board of directors of the
surviving entity or the entity acquiring the Corporation’s assets, as the case
may be, or a parent thereof, or


 


(v)   a change in the composition
of the Board over a period of thirty-six (36) consecutive months or less such
that a majority of the Board members ceases by reason of one or more contested
elections for Board membership to be comprised of individuals who either (A) have
been Board members continuously since the beginning of such period or (B) have
been appointed or nominated for election as Board members during such period by
at least a majority of the Board members described in clause (A) who were
still in office at the time the Board approved such appointment or nomination.


 


F.             Code shall mean the
Internal Revenue Code of 1986, as amended.


 


G.            Common
Stock shall mean shares of the Corporation’s common
stock.


 


H.            Corporation shall mean
United Online, Inc., a Delaware corporation, and any successor corporation
to all or substantially all of the assets or voting stock of United Online, Inc.
which shall by appropriate action adopt the Plan.


 


I.              Employee shall mean an
individual who is in the employ of the Corporation (or any Parent or
Subsidiary), subject to the control and direction of the employer entity as to
both the work to be performed and the manner and method of performance.


 


J.             Employment
Agreement shall mean the Employment Agreement between the
Participant and the Corporation in effect on the Award Date.


 


K.            Fair
Market Value per share of Common Stock on any relevant date
shall be the closing price per share of Common Stock at the close of regular
trading hours (i.e., before after-hours trading begins) on the date in question
on the Stock Exchange serving as the primary market for the Common Stock, as
such price is reported by the National Association of Securities Dealers (if
primarily traded on the Nasdaq Global or Global Select Market) or as officially
quoted in the composite tape of transactions on any other Stock Exchange on
which the Common Stock is then primarily traded.  If there is no closing selling price for the
Common Stock on the date in question, then the Fair Market Value shall be the
closing selling price on the last preceding date for which such quotation
exists.


 


L.             1934
Act shall mean the Securities Exchange Act of 1934, as amended from time
to time.


 


M.           Participant shall mean the
person to whom the Award is made pursuant to the Agreement.


 


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N.            Parent shall mean any
corporation (other than the Corporation) in an unbroken chain of corporations
ending with the Corporation, provided each corporation in the unbroken chain
(other than the Corporation) owns, at the time of the determination, stock
possessing fifty percent (50%) or more of the total combined voting power of
all classes of stock in one of the other corporations in such chain.


 


O.            Plan shall mean the
Corporation’s 2010 Incentive Compensation Plan, as amended and restated from
time to time.


 


P.             Plan
Administrator shall mean either the Board or a committee of the
Board acting in its capacity as administrator of the Plan.


 


Q.            Separation
from Service  means the Participant’s
cessation of Employee status and shall be deemed to occur at such time as the
level of bona fide services the Participant is to render as an Employee (or
non-employee consultant) permanently decreases to a level that is not more than
twenty percent (20%) of the average level of services the Participant rendered
as an Employee during the immediately preceding thirty-six (36) months (or such
shorter period of time in which the Participant has been in Employee status).
Any such determination, however, shall be made in accordance with the
applicable standards of the Treasury Regulations issued under Code Section 409A.


 


R.            Service shall mean the
Participant’s performance of services for the Corporation (or any Parent or
Subsidiary) in the capacity of an Employee, a non-employee member of the board
of directors or a consultant or independent advisor. For purposes of this
Agreement, Participant shall be deemed to cease Service immediately upon the
occurrence of the either of the following events: (i) Participant no
longer performs services in any of the foregoing capacities for the Corporation
(or any Parent or Subsidiary) or (ii) the entity for which Participant
performs such services ceases to remain a Parent or Subsidiary of the
Corporation, even though Participant may subsequently continue to perform
services for that entity. Except to the extent otherwise required by law or
expressly authorized by the Plan Administrator or by the Corporation’s written
policy on leaves of absence in effect at the time of such leave, no Service
credit shall be given for vesting purposes for any period the Participant is on
a leave of absence.


 


S.             Stock
Exchange shall mean the American Stock Exchange, the Nasdaq
Global or Global Select Market or the New York Stock Exchange.


 


T.            Subsidiary shall mean any
corporation (other than the Corporation) in an unbroken chain of corporations
beginning with the Corporation, provided each corporation (other than the last
corporation) in the unbroken chain owns, at the time of the determination,
stock possessing fifty percent (50%) or more of the total combined voting power
of all classes of stock in one of the other corporations in such chain.


 


U.            Withholding
Taxes shall mean the federal, state and local income
taxes and the employee portion of the federal, state and local employment taxes
required to be withheld by the Corporation in connection with the issuance of
the shares of Common Stock which vest under the Award and any phantom dividend
equivalents distributed with respect to those shares.


 


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