exv10w49






Exhibit
10.49




INTEL CONFIDENTIAL




INTEL CORPORATION




RESTRICTED STOCK UNIT AGREEMENT



UNDER THE 2006 EQUITY INCENTIVE PLAN

(for RSUs granted after January 22, 2010 under the standard OSU program)




	1.	 	TERMS OF RESTRICTED STOCK UNIT
	 
	 	 	This Restricted Stock Unit Agreement (this “Agreement”), the Notice of Grant delivered
herewith (the “Notice of Grant”) and the Intel Corporation 2006 Equity Incentive Plan (the
“2006 Plan”), as such may be amended from time to time, constitute the entire understanding
between you and Intel Corporation (the “Corporation”) regarding the Restricted Stock Units
(“RSUs”) identified in your Notice of Grant.






	2.	 	VESTING OF RSUs
	 
	 	 	Provided that you remain continuously employed by the Corporation or a Subsidiary on a full
time basis from the Grant Date specified in the Notice of Grant through the vesting date
specified in the Notice of Grant, then as of the vesting date the RSUs shall vest and be
converted into the right to receive the number of shares of the Corporation’s Common Stock,
$.001 par value (the “Common Stock”), determined by multiplying the Target Number of Shares
as specified on the Notice of Grant by the conversion rate as set forth below, and except as
otherwise provided in this Agreement. If a vesting date falls on a weekend or any other day
on which the NASDAQ Stock Market (“NASDAQ”) is not open, affected RSUs shall vest on the
next following NASDAQ business day.
	 
	 	 	RSUs will vest to the extent provided in and in accordance with the terms of the Notice of
Grant and this Agreement. If your status as an Employee terminates for any reason except
death, Disablement (defined below) or Retirement (defined below), prior to the vesting date
set forth in your Notice of Grant, your unvested RSUs and dividend equivalents will be
cancelled.






	3.	 	CONVERSION OF RSUs
	 
	 	 	The conversion rate of RSUs into the right to receive a number of shares of Common Stock
depends on the Corporation’s Total Stockholder Return (“Intel TSR”) relative to the Total
Stockholder Return of the Comparison Group (“CG TSR”) at the end of the Performance Period,
as those terms are defined below. The minimum conversion rate shall be 33% of the Target
Number of Shares as specified on the Notice of Grant and the maximum conversion rate shall
be 200% of the Target Number of Shares as specified on the Notice of Grant. If the Intel
TSR and CG TSR are within 1 percentage point, the conversion rate shall be 100%. If the
Intel TSR is less than the CG TSR, the conversion rate shall be 100% minus
two times the difference in percentage points. If the Intel TSR is greater than the CG TSR,
the conversion rate shall be 100% plus three times the difference in





					
	 	 	 	 	 
	
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	 	 	percentage points. In
the event that the conversion rate results in the right to receive a partial share of Common
Stock, the conversion rate shall be rounded down so that the RSUs shall not convert into the
right to receive the partial share.






	 	 	By way of illustration, assume the CG TSR is 100%. If the Intel TSR equals 100.5%, the
conversion rate is 100%, so that your RSUs convert into the right to receive 100% of the
Target Number of Shares. If the Intel TSR is 90%, the difference is 10 percentage points
and the conversion rate is 80%, so that your RSUs convert into the right to receive 80% of
the Target Number of Shares. If the Intel TSR is 105%, the difference is 5 percentage
points and the conversion rate is 115%, so that your RSUs convert into the right to receive
115% of the Target Number of Shares.






	 	(a)	 	Intel TSR is a percentage (to the third decimal point) derived by:






	 	(1)	 	A numerator that is difference between the closing sale price of
Common Stock on the grant date subtracted from the average closing sale price of
Common Stock during the 6 months prior to the end of the Performance Period,
plus any dividends paid or payable with respect to a record date that occurs
during the Performance Period; and
	 
	 	(2)	 	A denominator that is the closing sale price of Common Stock on
the grant date.






	 	(b)	 	CG TSR is the average of the Tech 15 TSR and the S&P 100 TSR where:






	 	(1)	 	TSR of each stock is a. the difference between the closing sale
price on the grant date subtracted from the weighted average closing sale price
during the 6 months prior to the end of the Performance Period, plus any
dividends paid or payable with respect to a record date that occurs during the
Performance Period, divided (to the third decimal point) by b. the closing sale
price on the grant date;
	 
	 	(2)	 	Tech 15 TSR is the median TSR of the fifteen technology companies
included in the Corporation’s peer group for determining executive compensation,
as determined by the Compensation Committee prior to the grant date, and
regardless of any subsequent change after the grant date;
	 
	 	(3)	 	S&P 100 TSR is the median TSR of the companies included in the
Standard & Poor’s 100 as of the grant date, minus the Corporation (in the event
the Corporation is included in the Standard & Poor’s 100), regardless of any
change in the makeup of Standard & Poor’s 100 during the Performance Period; and






	 	(c)	 	For purposes of determining TSR of any company (including the Corporation):





					
	 	 	 	 	 
	
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INTEL CONFIDENTIAL





	 	(1)	 	Any dividend paid or payable in cash shall be valued at its cash
amount (without any deemed reinvestment). Any dividend paid in securities with
a readily ascertainable fair market value shall be valued at the market value of
the securities as of the dividend record date. Any dividend paid in other
property shall be valued based on the value assigned to such dividend by the
paying company for tax purposes.
	 
	 	(2)	 	Any company included in the Tech 15 TSR or S&P 100 TSR on the
grant date that does not have a stock price that is quoted on a national
securities exchange at the end of the Performance Period will be factored into
the median calculation based on its TSR from the grant date until the last date
on which its stock price was last quoted on a national securities exchange in
the United States.






	 	(d)	 	Performance Period is the period beginning with the grant date and ending three
years later on the third anniversary of the grant date. If the third anniversary of
the grant date falls on a weekend or any other day on which the NASDAQ is not open, the
Performance Period shall end on the next following NASDAQ business day. If for any
reason the Corporation (including any successor corporation) ceases to have its stock
price quoted on a national securities exchange, the Performance Period shall end as of
the last date that the stock price is quoted on a national securities exchange.






	4.	 	DIVIDEND EQUIVALENTS
	 
	 	 	Dividend equivalents will vest at the same time as their corresponding RSUs and convert into
the right to receive shares of Common Stock. Dividend equivalents will be paid on the
number of shares of the Corporation’s Common Stock into which this RSU is converted by
determining the sum of the dividends paid or payable on such number of shares of Common
Stock with respect to each record date that occurs between the Grant Date and the vesting
date specified in the Notice of Grant (without any interest or compounding), divided (to the
third decimal point) by the average of the highest and lowest sales prices of the Common
Stock as reported by NASDAQ on the last day of the Performance Period. The quotient derived
from the previous sentence shall be rounded down so that dividend equivalents will convert
into the right to receive whole shares of Common Stock.






	5.	 	SETTLEMENT INTO COMMON STOCK
	 
	 	 	Shares of Common Stock will be issued or become free of restrictions as soon as practicable
following the vesting date of the RSUs and dividend equivalents, provided that you have
satisfied your tax withholding obligations as specified under Section 11 of this Agreement
and you have completed, signed and returned any documents and taken any additional action
that the Corporation deems appropriate
to enable it to accomplish the delivery of the shares of Common Stock. The shares of Common
Stock will be issued in your name (or may be issued to your executor or personal
representative, in the event of your death or Disablement), and may be effected by recording
shares on the stock records of the Corporation or by crediting





					
	 	 	 	 	 
	
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INTEL CONFIDENTIAL





	 	 	shares in an account
established on your behalf with a brokerage firm or other custodian, in each case as
determined by the Corporation. In no event will the Corporation be obligated to issue a
fractional share.
	 
	 	 	Notwithstanding the foregoing, (i) the Corporation shall not be obligated to deliver any
shares of the Common Stock during any period when the Corporation determines that the
conversion of a RSU or the delivery of shares hereunder would violate any laws of the United
States or your country of residence or employment and/or may issue shares subject to any
restrictive legends that, as determined by the Corporation’s counsel, is necessary to comply
with securities or other regulatory requirements, and (ii) the date on which shares are
issued or credited to your account may include a delay in order to provide the Corporation
such time as it determines appropriate to calculate Intel TSR and CG TSR, for the Committee
(as defined below) to certify performance results, to calculate and address tax withholding
and to address other administrative matters. The number of shares of Common Stock into
which RSUs and dividend equivalents convert as specified in the Notice of Grant shall be
adjusted for stock splits and similar matters as specified in and pursuant to the 2006 Plan.






	6.	 	SUSPENSION OR TERMINATION OF RSU FOR MISCONDUCT
	 
	 	 	If at any time the Committee of the Board of Directors of the Corporation established
pursuant to the 2006 Plan (the “Committee”), including any Subcommittee or “Authorized
Officer” (as defined in Section 8. (a)(v) of the 2006 Plan) notifies the Corporation that
they reasonably believe that you have committed an act of misconduct as described in Section
8. (a)(v) of the 2006 Plan (embezzlement, fraud, dishonesty, nonpayment of any obligation
owed to the Corporation, breach of fiduciary duty or deliberate disregard of Corporation
rules resulting in loss, damage or injury to the Corporation, an unauthorized disclosure of
any Corporation trade secret or confidential information, any conduct constituting unfair
competition, inducing any customer to breach a contract with the Corporation or inducing any
principal for whom the Corporation acts as agent to terminate such agency relationship), the
vesting of your RSUs and dividend equivalents may be suspended pending a determination of
whether an act of misconduct has been committed. If the Corporation determines that you have
committed an act of misconduct, all RSUs and dividend equivalents not vested as of the date
the Corporation was notified that you may have committed an act of misconduct shall be
cancelled and neither you nor any beneficiary shall be entitled to any claim with respect to
the RSUs and dividend equivalents whatsoever. Any determination by the Committee or an
Authorized Officer with respect to the foregoing shall be final, conclusive, and binding on
all interested parties.






	7.	 	TERMINATION OF EMPLOYMENT
	 
	 	 	Except as expressly provided otherwise in this Agreement, if your employment by the
Corporation terminates for any reason, whether voluntarily or involuntarily, other than on
account of death, Disablement (defined below) or Retirement (defined below), all RSUs and
dividend equivalents not then vested shall be cancelled on the





					
	 	 	 	 	 
	
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	 	 	date of employment
termination, regardless of whether such employment termination is as a result of a
divestiture or otherwise. For purposes of this Section 7, your employment with any
partnership, joint venture or corporation not meeting the requirements of a Subsidiary in
which the Corporation or a Subsidiary is a party shall be considered employment for purposes
of this provision if either (a) an the entity is designated by the Committee as a Subsidiary
for purposes of this provision or (b) you are specifically designated as an employee of a
Subsidiary for purposes of this provision.
	 
	 	 	For purposes of this provision, your employment is not deemed terminated if, prior to sixty
(60) days after the date of termination from the Corporation or a Subsidiary, you are
rehired by the Corporation or a Subsidiary on a basis that would make you eligible for
future grants of Intel RSUs and dividend equivalents, nor would your transfer from the
Corporation to any Subsidiary or from any one Subsidiary to another, or from a Subsidiary to
the Corporation be deemed a termination of employment.






	8.	 	DEATH
	 
	 	 	Except as expressly provided otherwise in this Agreement, if you die while employed by the
Corporation, your RSUs and dividend equivalents will become one hundred percent (100%)
vested.






	9.	 	DISABILITY
	 
	 	 	Except as expressly provided otherwise in this Agreement, if your employment terminates as a
result of Disablement, your RSUs and dividend equivalents will become one hundred percent
(100%) vested upon the later of the date of your termination of employment due to your
Disablement or the date of determination of your Disablement.
	 
	 	 	For purposes of this Section 9, “Disablement” shall be determined in accordance with the
standards and procedures of the then-current Long Term Disability Plan maintained by the
Corporation or the Subsidiary that employs you, and in the event you are not a participant
in a then-current Long Term Disability Plan maintained by the Corporation or the Subsidiary
that employs you, “Disablement” shall have the same meaning as disablement is defined in the
Intel Long Term Disability Plan, which is generally a physical condition arising from an
illness or injury, which renders an individual incapable of performing work in any
occupation, as determined by the Corporation.






	10.	 	RETIREMENT
	 
	 	 	Except as expressly provided otherwise in these Standard Terms, if your employment
terminates as a result of Retirement, your RSUs and dividend equivalents will become one
hundred percent (100%) vested upon the date of your Retirement. For purposes of this
Section 10, “Retirement” shall mean:






 









 






INTEL CONFIDENTIAL





	 	(a)	 	You You terminate employment with the Corporation at or after age 60 (“Standard
Retirement”); or
	 
	 	(b)	 	You terminate employment with the Corporation and as of the termination date
when your age plus years of service (in each case measured in complete, whole years)
equals or exceeds 75 (“Rule of 75”).






	11.	 	TAX WITHHOLDING
	 
	 	 	RSUs and dividend equivalents are taxable upon vesting based on the Market Value in
accordance with the tax laws of the country where you are resident or employed. RSUs and
dividend equivalents are taxable in accordance with the existing or future tax laws of the
country where you are a resident or employed. If you are an U.S. citizen or expatriate, you
may also be subject to U.S. tax laws.
	 
	 	 	To the extent required by applicable federal, state or other law, you shall make
arrangements satisfactory to the Corporation (or the Subsidiary that employs you, if your
Subsidiary is involved in the administration of the 2006 Plan) for the payment and
satisfaction of any income tax, social security tax, payroll tax, social taxes, applicable
national or local taxes, or payment on account of other tax related to withholding
obligations that arise by reason of granting of a RSU, vesting of a RSU or any sale of
shares of the Common Stock (whichever is applicable).
	 
	 	 	The Corporation shall not be required to issue or lift any restrictions on shares of the
Common Stock pursuant to your RSUs and dividend equivalents or to recognize any purported
transfer of shares of the Common Stock until such obligations are satisfied.
	 
	 	 	Unless provided otherwise by the Committee, these obligations will be satisfied by the
Corporation withholding a number of shares of Common Stock that would otherwise be issued
under the RSUs and dividend equivalents that the Corporation determines has a Market Value
sufficient to meet the tax withholding obligations. In the event that the Committee
provides that these obligations will not be satisfied under the method described in the
previous sentence, you authorize UBS Financial Services Inc., or any successor plan
administrator, to sell a number of shares of Common Stock that are issued under the RSUs and
dividend equivalents, which the Corporation determines is sufficient to generate an amount
that meets the tax withholding obligations plus additional shares to account for rounding
and market fluctuations, and to pay such tax withholding to the Corporation. The shares may
be sold as part of a block trade with other participants of the 2006 Plan in which all
participants receive an average price. For this purpose, “Market Value” will be calculated
as the average of the highest and lowest sales prices of the Common Stock as reported by
NASDAQ on the day your RSUs and dividend equivalents
vest. The future value of the underlying shares of Common Stock is unknown and cannot be
predicted with certainty.
	 
	 	 	You are ultimately liable and responsible for all taxes owed by you in connection with your
RSUs and dividend equivalents, regardless of any action the Corporation






 









 






INTEL CONFIDENTIAL





	 	 	takes or any
transaction pursuant to this Section 11 with respect to any tax withholding obligations that
arise in connection with the RSUs and dividend equivalents. The Corporation makes no
representation or undertaking regarding the treatment of any tax withholding in connection
with the grant, issuance, vesting or settlement of the RSUs and dividend equivalents or the
subsequent sale of any of the shares of Common Stock underlying the RSUs and dividend
equivalents that vest. The Corporation does not commit and is under no obligation to
structure the RSU program to reduce or eliminate your tax liability.






	12.	 	RIGHTS AS A STOCKHOLDER
	 
	 	 	Your RSUs and dividend equivalents may not be otherwise transferred or assigned, pledged,
hypothecated or otherwise disposed of in any way, whether by operation of law or otherwise,
and may not be subject to execution, attachment or similar process. Any attempt to
transfer, assign, hypothecate or otherwise dispose of your RSUs and dividend equivalents
other than as permitted above, shall be void and unenforceable against the Corporation.
	 
	 	 	You will have the rights of a stockholder only after shares of the Common Stock have been
issued to you following vesting of your RSUs and dividend equivalents and satisfaction of
all other conditions to the issuance of those shares as set forth in this Agreement. RSUs
and dividend equivalents shall not entitle you to any rights of a stockholder of Common
Stock and there are no voting or dividend rights with respect to your RSUs and dividend
equivalents. RSUs and dividend equivalents shall remain terminable pursuant to this
Agreement at all times until they vest and convert into shares. As a condition to having
the right to receive shares of Common Stock pursuant to your RSUs and dividend equivalents,
you acknowledge that unvested RSUs and dividend equivalents shall have no value for purposes
of any aspect of your employment relationship with the Corporation.






	13.	 	DISPUTES
	 
	 	 	Any question concerning the interpretation of this Agreement, your Notice of Grant, the RSUs
or the 2006 Plan, any adjustments required to be made thereunder, and any controversy that
may arise under this Agreement, your Notice of Grant, the RSUs or the 2006 Plan shall be
determined by the Committee (including any person(s) to whom the Committee has delegated its
authority) in its sole and absolute discretion. Such decision by the Committee shall be
final and binding unless determined pursuant to Section 16(e) to have been arbitrary and
capricious.






	14.	 	AMENDMENTS
	 
	 	 	The 2006 Plan and RSUs and dividend equivalents may be amended or altered by the Committee
or the Board of Directors of the Corporation to the extent provided in the 2006 Plan.







					
	 	 	 	 	 






 









 






INTEL CONFIDENTIAL



15. DATA PRIVACY




	 	 	You explicitly and unambiguously consent to the collection, use and transfer, in electronic
or other form, of your personal data as described in this document by the Corporation for
the exclusive purpose of implementing, administering and managing your participation in the
2006 Plan.
	 
	 	 	You hereby understand that the Corporation holds certain personal information about you,
including, but not limited to, your name, home address and telephone number, date of birth,
social insurance number or other identification number, salary, nationality, job title, any
shares of stock or directorships held in the Corporation, details of all RSUs or any other
entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding
in your favor, for the purpose of implementing, administering and managing the 2006 Plan
(“Data”). You hereby understand that Data may be transferred to any third parties assisting
in the implementation, administration and management of the 2006 Plan, that these recipients
may be located in your country or elsewhere, and that the recipient’s country may have
different data privacy laws and protections than your country. You hereby understand that
you may request a list with the names and addresses of any potential recipients of the Data
by contacting your local human resources representative. You authorize the recipients to
receive, possess, use, retain and transfer the Data, in electronic or other form, for the
purposes of implementing, administering and managing your participation in the 2006 Plan,
including any requisite transfer of such Data as may be required to a broker or other third
party with whom you may elect to deposit any shares of Common Stock acquired under your RSUs
and dividend equivalents. You hereby understand that Data will be held only as long as is
necessary to implement, administer and manage your participation in the 2006 Plan. You
hereby understand that you may, at any time, view Data, request additional information about
the storage and processing of Data, require any necessary amendments to Data or refuse or
withdraw the consents herein, in any case without cost, by contacting in writing your local
human resources representative. You hereby understand, however, that refusing or
withdrawing your consent may affect your ability to participate in the 2006 Plan. For more
information on the consequences of your refusal to consent or withdrawal of consent, you
hereby understand that you may contact the human resources representative responsible for
your country at the local or regional level.






	16.	 	THE 2006 PLAN AND OTHER TERMS; OTHER MATTERS






	 	(a)	 	Certain capitalized terms used in this Agreement are defined in the 2006 Plan.
Any prior agreements, commitments or negotiations concerning the RSUs and dividend
equivalents are superseded by this Agreement and your Notice of Grant. You hereby
acknowledge that a copy of the 2006 Plan has been made available to you.





					
	 	 	 	 	 






 









 






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	 	 	 	The grant of RSUs and dividend equivalents to an employee in any one year, or at any
time, does not obligate the Corporation or any Subsidiary to make a grant in any
future year or in any given amount and should not create an expectation that the
Corporation or any Subsidiary might make a grant in any future year or in any given
amount.
	 
	 	(b)	 	To the extent that the grant of RSUs and dividend equivalents refers to the
Common Stock of Intel Corporation, and as required by the laws of your country of
residence or employment, only authorized but unissued shares thereof shall be utilized
for delivery upon vesting in accord with the terms hereof.
	 
	 	(c)	 	Notwithstanding any other provision of this Agreement, if any changes in the
financial or tax accounting rules applicable to the RSUs and dividend equivalents
covered by this Agreement shall occur which, in the sole judgment of the Committee, may
have an adverse effect on the reported earnings, assets or liabilities of the
Corporation, the Committee may, in its sole discretion, modify this Agreement or cancel
and cause a forfeiture with respect to any unvested RSUs and dividend equivalents at
the time of such determination.
	 
	 	(d)	 	Nothing contained in this Agreement creates or implies an employment contract
or term of employment upon which you may rely.
	 
	 	(e)	 	Because this Agreement relates to terms and conditions under which you may be
issued shares of Common Stock of Intel Corporation, a Delaware corporation, an
essential term of this Agreement is that it shall be governed by the laws of the State
of Delaware, without regard to choice of law principles of Delaware or other
jurisdictions. Any action, suit, or proceeding relating to this Agreement or the RSUs
and dividend equivalents granted hereunder shall be brought in the state or federal
courts of competent jurisdiction in the State of California.
	 
	 	(f)	 	Notwithstanding anything to the contrary in this Agreement or the applicable
Notice of Grant, your RSUs and dividend equivalents are subject to reduction by the
Corporation if you change your employment classification from a full-time employee to a
part-time employee.
	 
	 	(g)	 	RSUs and dividend equivalents are not part of your employment contract (if any)
with the Corporation, your salary, your normal or expected compensation, or other
remuneration for any purposes, including for
purposes of computing severance pay or other termination compensation or indemnity.
	 
	 	(h)	 	In consideration of the grant of RSUs and dividend equivalents, no claim or
entitlement to compensation or damages shall arise from termination of your RSUs and
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	 	 	 	dividend equivalents or
Common Stock acquired through vested RSUs and dividend equivalents resulting from
termination of your active employment by the Corporation (for any reason whatsoever and
whether or not in breach of local labor laws) and you hereby release the Corporation
from any such claim that may arise; if, notwithstanding the foregoing, any such claim
is found by a court of competent jurisdiction to have arisen, then you shall be deemed
irrevocably to have waived your entitlement to pursue such claim.
	 
	 	(i)	 	Notwithstanding any terms or conditions of the 2006 Plan to the contrary, in
the event of involuntary termination of your employment (whether or not in breach of
local labor laws), your right to receive the RSUs and dividend equivalents and vest in
RSUs and dividend equivalents under the 2006 Plan, if any, will terminate effective as
of the date that you are no longer actively employed and will not be extended by any
notice period mandated under local law (e.g., active employment would not include a
period of “garden leave” or similar period pursuant to local law); furthermore, in the
event of involuntary termination of employment (whether or not in breach of local labor
laws), your right to sell shares of Common Stock that converted from vested RSUs and
dividend equivalents after termination of employment, if any, will be measured by the
date of termination of your active employment and will not be extended by any notice
period mandated under local law.
	 
	 	(j)	 	Notwithstanding any provision of this Agreement, the Notice of Grant or the
2006 Plan to the contrary, if, at the time of your termination of employment with the
Corporation, you are a “specified employee” as defined in Section 409A of the Internal
Revenue Code (“Code”), and one or more of the payments or benefits received or to be
received by you pursuant to the RSUs and dividend equivalents would constitute deferred
compensation subject to Section 409A, no such payment or benefit will be provided under
the RSUs and dividend equivalents until the earliest of (A) the date which is six (6)
months after your “separation from service” for any reason, other than death or
“disability” (as such terms are used in Section 409A(a)(2) of the Code), (B) the date
of your death or “disability” (as such term is used in Section 409A(a)(2)(C) of the
Code) or (C) the effective date of a “change in the ownership or effective control” of
the Corporation (as such term is used in Section 409A(a)(2)(A)(v) of the Code). The
provisions of this Section 16(j) shall only apply to the extent required to avoid your
incurrence of any penalty tax or interest under Section 409A of the Code or any
regulations or Treasury guidance promulgated thereunder. In addition, if any provision
of the RSUs would cause you to incur any penalty tax or interest under Section 409A of
the Code or any regulations or Treasury guidance promulgated thereunder, the
Corporation may reform such provision to maintain to the
maximum extent practicable the original intent of the applicable provision without
violating the provisions of Section 409A of the Code.
	 
	 	(k)	 	Copies of Intel Corporation’s Annual Report to Stockholders for its latest
fiscal year and Intel Corporation’s latest quarterly report are available, without
charge, at the Corporation’s business office.





					
	 	 	 	 	 
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	 	(l)	 	Notwithstanding any other provision of this Agreement, if any changes in law or
the financial or tax accounting rules applicable to the RSUs and dividend equivalents
covered by this Agreement shall occur, the Corporation may, in its sole discretion, (1)
modify this Agreement to impose such restrictions or procedures with respect to the
RSUs and dividend equivalents (whether vested or unvested), the shares issued or
issuable pursuant to the RSUs and dividend equivalents and/or any proceeds or payments
from or relating to such shares as it determines to be necessary or appropriate to
comply with applicable law or to address, comply with or offset the economic effect to
the Corporation of any accounting or administrative matters relating thereto, or (2)
cancel and cause a forfeiture with respect to any unvested RSUs and dividend
equivalents at the time of such determination.





					
	 	 	 	 	 
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