exhibit_10-57.htm


    Exhibit
10.57

     

    



    RESTRICTED
UNIT

    STOCK
BONUS AWARD

    AGREEMENT

     

    This
instrument is issued as of the 18th day
of February, 2010, by ONEOK, Inc., an Oklahoma corporation, (hereinafter
referred to as “Corporation”), to «Officer_Name» (hereinafter
referred to as “Grantee”), an employee of the Corporation or a division or
subsidiary thereof, pursuant to the terms of the ONEOK, Inc. Long-Term Incentive
Plan, as amended (hereinafter referred to as the “Plan”).

     

    1. Restricted Unit
Award.  This instrument and that certain Restricted Unit Stock
Bonus Award and Agreement, dated February 18, 2010, a copy of which is attached
hereto and incorporated herein by reference (the “Notice of Restricted Unit
Stock Bonus Award and Agreement”) constitute evidence of the issuance and grant
of a Stock Bonus Award (hereinafter referred to as "Award") to the Grantee by
the Corporation under the Plan pursuant to which shares of the Corporation's
Common Stock (hereinafter referred to as "Common Stock") shall be distributed in
the future to the Grantee in lieu of, or as a supplement to, any other
compensation that may have been earned by services rendered prior to the date
the distribution is made, pursuant to and in accordance with the terms of this
instrument under which the Corporation grants a Stock Bonus Award under the Plan
that shall include and is to be awarded by the grant restricted stock units
(hereinafter referred to a "Restricted Units) under the Plan in the amount of
«No_of_Restricted_Units»
Restricted Units that shall entitle the Grantee to receive shares of Common
Stock  all subject to the terms, provisions, and conditions of this
instrument (including, without limitation, the restrictions stated in paragraph
5, below) and of the Plan, which are incorporated herein by
reference.  This instrument, when executed by the Grantee, together
with the Notice of Restricted Unit Stock Bonus Award and Agreement constitute an
agreement between the Corporation and the Grantee.  Notwithstanding
the foregoing, should there be any inconsistency between the provisions of this
instrument and the terms of the Award stated in the resolutions and records of
the Board of Directors of the Corporation, or the Plan, the provisions of such
resolutions and records and of the Plan shall control.  The grant of
Restricted Units to the Grantee and the Grantee’s entitlement to receive and be
issued shares of Common Stock shall be effective in the manner and to the extent
provided in this instrument and the Plan as to all or any part of the shares of
Common Stock subject to the grant from time to time during the period stated
herein.

     

    2. Plan.  The
Award is issued pursuant to the Plan, as approved by the Shareholders of the
Corporation, which provides that a specific aggregate number of shares of Common
Stock of the Corporation may be issued or transferred pursuant to Stock
Incentives under the Plan.  The Plan specifies the authority of the
Corporation, its Board of Directors, and a committee of the Board of Directors
to select employees to be granted Stock Incentives.  The Executive
Compensation Committee of the Board of Directors (hereinafter referred to as the
“Committee”) is authorized to administer the Plan with respect to the Award and
the grant of the Award made to the Grantee pursuant to the
Plan.  Except where expressly stated or clearly indicated otherwise by
the terms of this instrument, all terms, words and phrases used herein shall
have the same meaning and effect as stated in the Plan.  The Grantee
has been provided a complete copy of the Plan with this instrument.

     

    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    3. Grantee’s Agreement
Concerning Award and Employment.  In consideration of the
Corporation’s granting the Award as incentive compensation to Grantee pursuant
to this instrument, the Grantee by acceptance thereof, and signing this
instrument evidencing its terms, agrees to such terms and to continue to
contribute and perform service in the employ of the Corporation (or a division
or subsidiary thereof) at the direction, will and pleasure of the Corporation
and the Board of Directors.  Provided, however, neither the foregoing
agreement of the Grantee in this paragraph 3, nor any other provision in the
Plan shall confer on the Grantee any right to continue in the employ of the
Corporation (or a division or subsidiary thereof), or interfere in any way with
the right of the Corporation (or such division or subsidiary) to terminate the
Grantee’s employment at any time.

     

    4. Registration of Stock;
Grantee’s Representation With Respect to Acquiring for
Investment.  It is intended by the Corporation that the Plan
and shares of Common Stock covered by the Award issued and granted to the
Grantee referred to in paragraph 1, above, are to be registered under the
Securities Act of 1933, as amended, prior to the date of the grant; provided,
that in the event such registration is for any reason not made effective for
such shares, the Grantee agrees, for the Grantee, and for the Grantee’s heirs
and legal representatives by inheritance or bequest, that all shares acquired
pursuant to the grant will be acquired for investment and not with a view to, or
for sale or tender in connection with the distribution of any part thereof,
including any transfer or distribution of such shares by the Grantee pursuant to
the grant and this instrument or as otherwise allowed by the Plan.

     

    5. Restrictions; Restricted
Period; Transfer of Common Stock to Grantee.  The issue and
grant of the Award to the Grantee stated in paragraph 1, above, are subject to
the following terms and conditions:

     

    (a) The
ownership and transfer of the Restricted Units granted to the Grantee shall be
restricted during the period beginning February 18, 2010, the date of the grant
thereof (hereinafter referred to as “Grant Date”) and ending on February 18,
2013, (which period is hereinafter referred to as “Restricted Period”), as
herein provided.

     

    (b) The
Restricted Units, or any Common Stock or cash to be paid or transferred to
Grantee as a Stock Bonus Award under the Plan pursuant to the Award may not be
sold, assigned, transferred, pledged, encumbered or otherwise disposed of by
Grantee or any other person except as provided in this instrument and the Plan
until the expiration of the Restricted Period.

     

    (c) The
Grantee shall earn and become vested and entitled to the Restricted Units
granted by this Award under paragraph 1, above, at the expiration of the
Restricted Period.  Upon expiration of the Restricted Period, the
Grantee shall be entitled to receive, and the Corporation shall issue to Grantee
one (1) share of Common Stock for each Restricted Unit that becomes earned by
and vested in the Grantee pursuant to the Award.  The Common Stock the
Grantee becomes entitled to receive under the Award shall be paid, distributed,
transferred and issued on the date of expiration of the Restricted Period, or as
soon as practicable after such date as determined by the Committee, but in no
event after the 15th day
of the third month after such date.

     

    
      
        
          
             

          

           


        

        
          -2-

          
            

          

        

        
           


        

      

    

    


    (1) The
Grantee shall become vested in the Restricted Units granted to the Grantee
hereunder and Common Stock paid and transferred pursuant to the Award free and
clear of all restrictions imposed by the Award if the Grantee’s employment by
the Corporation (or a division or Subsidiary thereof) does not terminate during
the Restricted Period; provided, that the Grantee shall become partially vested
in the Restricted Units and Common Stock payable pursuant to the Award and the
restrictions imposed by the Award shall partially cease to apply in certain
events to the extent described in paragraph 6(d), below.

     

    (2) If the
Grantee’s employment with the Corporation (or a division or Subsidiary thereof)
terminates prior to the end of the Restricted Period by reason of (i) the
Grantee’s voluntary termination of the Grantee’s employment with the Corporation
(or a division or Subsidiary), or (ii) the involuntary Termination for Cause by
the Corporation of the Grantee’s employment with the Corporation (or a division
or Subsidiary), the Grantee shall forfeit all the Grantee’s right, title or
interest in the Restricted Units, and to any Common Stock payable or to be
issued pursuant to the Award; and the Grantee shall forfeit such right, title
and interest in the Restricted Units, and to any Common Stock payable or to be
issued pursuant to the Award regardless of the reason for such termination of
employment.  Any such termination of employment of the Grantee
described in the preceding sentence shall not be deemed to occur by reason of
transfer of employment of the Grantee by or between the Corporation and any
division or Subsidiary of the Corporation.

     

    (3) The
Grantee shall not be entitled to vote any shares of Common Stock that may be
issued to the Grantee pursuant to the Award prior to the end of the Restricted
Period and actual issuance of such Common Stock to the Grantee pursuant to the
Award.

     

    (4) No
dividends with respect to shares of Common Stock that may be issued to the
Grantee under the Award shall accrue or become payable to the Grantee prior to
the end of the Restricted Period and issuance of such Common Stock to Grantee
pursuant to the Award.

     

    6. Transferability of
Restricted Units, Cash or Common Stock; Termination of
Employment.

     

    (a) Except as
provided in subparagraph (b) of this paragraph 6, below, this instrument, the
Grantee’s rights and obligations hereunder, and the Restricted Units granted
hereunder shall not be transferable by the Grantee otherwise than by will or the
laws of descent and distribution which apply to the Grantee’s
estate.

     

    (b) Notwithstanding
the foregoing, the Grantee may transfer any part or all of the Grantee’s rights
in the Restricted Units to members of the Grantee’s immediate family, or to one
or more trusts for the benefit of such immediate family members, or partnerships
in which such immediate family members are the only partners if the Grantee does
not receive any consideration for the transfer.  In the event of any
such transfer, Restricted Units shall continue to be subject to the same terms
and conditions otherwise applicable hereunder and under the Plan immediately
prior to its transfer, except that such rights shall not be further transferable
by the transferee inter vivos, except
for transfer back to the original Grantee.  For any such transfer to
be effective, the Grantee must provide prior written notice thereof to the
Committee, unless

     

    
      
        
          
             

          

           


        

        
          -3-

          
            

          

        

        
           


        

      

    

    
       

      otherwise
authorized and approved by the Committee, in its sole discretion; and the
Grantee shall furnish to the Committee such information as it may request with
respect to the transferee and the terms and conditions of any such
transfer.  For purposes of transfer of this grant under this
subparagraph (b), “immediate family” shall mean the Grantee’s spouse, children
and grandchildren.

    

     

    (c) Notwithstanding
anything to the contrary expressed or implied herein (including without
limitation, the restrictions stated in paragraph 5, above, applicable to the
Restricted Units), all rights and interest of the Grantee in the Restricted
Units shall become invalid and wholly terminated and forfeited upon (i) the
Grantee’s voluntary termination of the Grantee’s employment with the Corporation
(or a division or Subsidiary), or (ii) the involuntary Termination for Cause by
the Corporation of the Grantee’s employment with the Corporation (or a division
or Subsidiary).

     

    (d) Notwithstanding
the foregoing provisions, in the event of termination of the Grantee’s
employment with the Corporation (or a division or Subsidiary) during the
Restricted Period by reason of (i) the involuntary termination of the Grantee’s
employment with the Corporation (or a division or Subsidiary) other than a
Termination for Cause (ii) the Retirement of the Grantee, (iii) the Total
Disability of the Grantee, or (iv) the Grantee’s death while still employed by
the Corporation (or a division or Subsidiary), then partial vesting shall be
allowed as provided in this paragraph 6(d) and the Grantee shall become vested
in and receive, in the event of any such involuntary termination of employment
other than a Termination for Cause, Retirement or Total Disability, and the
legatees, designated Beneficiary, personal representative or heirs of the
Grantee shall be vested in and entitled to receive, in the event of the
Grantee’s death, the percentage of the Restricted Units which is determined by
dividing the number of full months which have elapsed under the Restricted
Period at the time of such termination of employment by the number of full
months in the Restricted Period.  The Grantee, or legatees, designated
Beneficiary, personal representative or heirs of the Grantee, as applicable,
shall be entitled to receive and the Corporation shall issue, to the Grantee, or
such legatees, designated Beneficiary, personal representative or heirs, as
applicable, one share of Common Stock for each vested Restricted Unit, which
shall be issued, paid and transferred pursuant to the Award free and clear of
all restrictions imposed by the Award on the date of expiration of the
Restricted Period, or as soon as practicable thereafter as determined by the
Committee, but in no event later than the 15th day
of the third calendar month after the date of the expiration of the Restricted
Period.

     

    (e) The
Grantee may designate a Beneficiary to receive any rights of the Grantee which
may become vested in the event of the death of the Grantee under procedures and
in the form established by the Committee; and in the absence of such designation
of a beneficiary, any such rights shall be deemed to be transferred to the
estate of the Grantee.

     

    
      (f) For
purposes of the Award to the Grantee and this instrument, an involuntary
“Termination for Cause” of the Grantee’s employment with and by the Corporation
(or a division or Subsidiary) shall mean that the Corporation (or a division or
Subsidiary) has terminated such employment by reason of (i) the Grantee’s
conviction in a court of law of a felony, or any crime or offense involving
misuse or misappropriation of money or property, (ii) the Grantee’s violation of
any covenant, agreement or obligation not to disclose
confidential

    

     

    
      
        
          
             

          

           


        

        
          -4-

          
            

          

        

        
           


        

      

    

    


    
      information
regarding the business of the Corporation (or a division or Subsidiary), (iii)
any violation by the Grantee of any covenant not to compete with the Corporation
(or a division or Subsidiary), (iv) any act of dishonesty by the Grantee which
adversely effects the business of the Corporation (or a division or Subsidiary),
(v) any willful or intentional act of the Grantee which adversely affects the
business of, or reflects unfavorably on the reputation of the Corporation (or a
division or Subsidiary), (vi) the Grantee’s use of alcohol or drugs which
interferes with the Grantee’s performance of duties as an employee of the
Corporation (or a division or Subsidiary), or (vii) the Grantee’s failure or
refusal to perform the specific directives of the Corporation’s Board of
Directors, or its officers which directives are consistent with the scope and
nature of the Grantee’s duties and responsibilities with the existence and
occurrence of all of such causes to be determined by the Corporation, in its
sole discretion; provided, that nothing contained in the foregoing provisions of
this paragraph shall be deemed to interfere in any way with the right of the
Corporation (or a division or Subsidiary), which is hereby acknowledged, to
terminate the Grantee’s employment at any time without cause.

       

      
        (g) For
purposes of this instrument and the Award,"Retirement" shall mean a voluntary
termination of employment of the Grantee with the Corporation and/or a division
or subsidiary thereof by the Grantee if at the time of such termination of
employment the Grantee has both completed five (5) years of service with the
Corporation and/or a division or subsidiary thereof and attained age fifty (50);
and “Total Disability” shall mean that the Grantee is permanently and totally
disabled and unable to engage in any substantial gainful activity by reason of a
medically determinable physical or mental impairment which can be expected to
result in death or which has lasted or can be expected to last for a continuous
period of not less than twelve (12) months, and has established such disability
to the extent and in the manner and form as may be required under the provisions
of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (or
corresponding section of any future federal tax code), and regulations
thereunder.

      

    

     

    7. Deferral of Payment,
Distribution and Transfer of Stock.

     

    (a) The
payment, distribution and transfer of Restricted Units, Common Stock and cash of
the Grantee becomes entitled to receive upon the Grantee's separation from
service with the Corporation upon the Grantee's Retirement prior to the
expiration of the Restricted Period under paragraph 6 (d), above, shall be paid,
distributed and transferred to the Grantee in a single payment, distribution and
transfer at the Specified Time of the Grantee's separation from service with the
Corporation by such Retirement, as soon as practicable thereafter as determined
by the Committee,  but in no event later than the 15th day
of the third calendar month after date of such Retirement, and the Grantee shall
not be permitted, directly or indirectly, to designate the time of payment,
distribution and transfer or the taxable year in which it is to be
made.  The Specified Time of payment, distribution and transfer of any
other compensation that is deferred under this instrument or the Award shall be
the date of expiration of the Restricted Period, or as soon as practicable
thereafter as determined by the Committee, but in no event later than the
15th day
of the third calendar month after the date of expiration of the Restricted
Period, and the Grantee shall not be permitted, directly or indirectly, to
designate the time of payment, distribution or transfer or the taxable year in
which it is to be made.

    


    
      
        
          
             

          

           


        

        
          -5-

          
            

          

        

        
           


        

      

    

    


    (b) The
Specified Time of payment and form of payment specified in paragraph 6(a), above
shall be considered as the irrevocable deferral election of the Corporation and
the Grantee of the time and form of payment for purposes of the application to
this instrument and the Award of the provisions of Section 409A of the Internal
Revenue Code of 1986, as amended, and the provisions of this instrument related
thereto.  No other election to defer compensation, or subsequent
election or acceleration of the time and form of payment of compensation is
intended or shall be allowed.

     

    (c) The Award
shall be subject to such other rules and requirements as the Committee, in its
sole discretion, may determine to be appropriate with respect to administration
thereof and the restrictions made applicable to the Grantee and the Restricted
Units during the Restricted Period.  This instrument and the rights
and obligations of the parties involved, shall be subject to interpretation and
construction by the Committee to the same extent and with the same effect as the
Committee actions under pertinent provisions of the Plan.  The Grantee
shall take all actions and execute and deliver all documents as may from time to
time be requested by the Committee in connection with such restrictions and in
furtherance hereof.  The Grantee agrees to pay to the Corporation any
applicable federal, state, or local income, employment, social security,
Medicare, or other withholding tax obligation arising in connection with the
grant of the Award to the Grantee; and the Corporation shall have the right,
without the Grantee’s prior approval or direction, to satisfy such withholding
tax by withholding all or any part of the Common Stock that would otherwise be
transferred and delivered to the Grantee, with any shares of Common Stock so
withheld to be valued at the Fair Market Value (as defined in the Plan) on the
date of such withholding. The Grantee, with the consent of the Corporation, may
satisfy such withholding tax by delivery and transfer to the Corporation of
shares of Common Stock previously owned by the Grantee, with any shares so
delivered and transferred to be valued at the Fair Market Value on the date of
such delivery.

     

    (d) The
provisions of this instrument providing for the deferral of payment,
distribution, transfer or issuance of Restricted Units, Common Stock or cash
shall be applicable solely and exclusively to the Grantee and the Award
Agreement and Award referred to herein, and shall not apply to any other stock
incentive or other grant, award or transfer provided for or made under the
Plan.

     

    (e) Notwithstanding
anything otherwise provided under the Plan or in this instrument  the
following requirements shall apply to this Award Agreement and the Award, to all
elections or subsequent elections made by the Grantee, and to all distributions
and payments made to the Grantee pursuant to this Award Agreement and
Award:

     

    (1) Any
compensation for services performed by the Grantee during a taxable year may be
deferred  only if the election to defer such compensation by the
Grantee or the Corporation is made not later than the close of the preceding
taxable year or such other time as provided in Treasury Regulations under
section 409A of the Internal Revenue Code of 1986, as amended ("Code"), but in
all events any deferral of the payment, distribution, transfer or issuance of
Restricted Units, Common Stock or cash pursuant to the Award and Award Agreement
may be made only by an election that is made on or before the Election
Date.

     

    (2) Any
compensation deferred shall not be distributed earlier than:

     

    
      
        
          
             

          

           


        

        
          -6-

          
            

          

        

        
           


        

      

    

     

    
      
        	
                (i)  

              	
                
                  Separation
      from Service of the Grantee,

                

              


      

       

    

    
      	
              (ii)  

            	
              the
      date the Grantee becomes Disabled,

            


    

     

    
      	
              (iii)  

            	
              death
      of the Grantee,

            


    

     

    
      	
              (iv)  

            	
              Specified
      Time (or pursuant to a Fixed Schedule) specified under the plan under
      which the compensation is deferred at the date of deferral of such
      compensation,

            


    

     

    
      	
              (v)  

            	
              a
      Change in Ownership or Control, or

            


    

     

    
      	
              (vi)  

            	
              the
      occurrence of an Unforeseeable
Emergency.

            


    

     

    (3) If the
Grantee is a Specified Employee, no payment or distribution shall be made before
the date which is six (6) months after the date of the Grantee's Separation from
Service, or, if earlier, the date of death of the Grantee.

     

    (4) No
acceleration of the time or schedule of any distribution or payment under the
plan under which compensation is deferred shall be permitted or allowed, except
to the extent provided in Treasury Regulations issued under Code section
409A.

     

    (5) This
instrument shall not permit a subsequent election, unless authorized and agreed
to in writing by the Corporation and Grantee; and if under the Plan or this
instrument compensation is deferred or the Committee acting pursuant to the
Plan, permits under any subsequent election by a Participant a delay in a
payment or a change in the form of payment of compensation deferred under this
Award Agreement and Award, such subsequent election shall not take effect until
at least twelve (12) months after the date on which it is made.  In
the case of a subsequent election related to a payment to be made upon
Separation from Service of the Grantee, at a Specified Time or pursuant to a
Fixed Schedule, or upon a Change in Ownership or Control, the first payment with
respect to which such subsequent election is made shall be deferred for a period
of not less than five (5) years from the date such payment would otherwise have
been made; and any such subsequent election related to a payment at a Specified
Time or pursuant to a Fixed Schedule may not be made less than twelve (12)
months prior to the date of the first scheduled payment to which it
relates.

     

    (6) For
purposes of the Plan, this instrument and the Award, and the entitlement to and
time of payment of any compensation deferred under this instrument or the Award,
the following terms and definitions shall apply:

     

    (i) "Change
of Ownership or Control" means to the extent provided by Treasury Regulations
issued under Code Section 409A, a change in the ownership or effective control
of the Corporation, or in the ownership of a substantial portion of the assets
of the Corporation, which shall be if (i) a Person acquires more than 50% of
the  Corporation’s stock; (ii) a Person acquires during a 12-month
period at least 30% (or a higher percentage specified under the Plan) of the
Corporation’s stock; (iii) a majority of the members of the Board of Directors
of the Corporation are replaced during a 12-month period; or (iv) a

     

    
      
        
          
             

          

           


        

        
          -7-

          
            

          

        

        
           


        

      

    

     

    Person
acquires during a 12-month period at least 40% of the gross fair market value of
the Corporation’s assets.

     

    (ii) "Disabled"
means that an individual (i) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, or (ii)  is, by reason
of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months, receiving income replacement benefits for a period
of not less than 3 months under an accident and health plan covering employees
of the individual's employer.

     

    (iii) "Fixed
Schedule" means the distribution or payment of compensation deferred under this
instrument and award in a fixed schedule of distributions or payments that are
determined and fixed at the time the deferral of such compensation is first
elected by the Grantee or the Corporation.

     

    (iv) "Specified
Employee" means a key employee (as defined in Code section 416(i) without regard
to paragraph (5) thereof) of the Corporation.

     

    (v) "Specified
Time" means a specified date at which deferred compensation deferred by or for
the Grantee pursuant to this instrument and Award is required to be distributed
or paid and which is specified at the time of the election of deferral of such
deferred compensation.

     

    (vi) “Unforeseeable
Emergency” means a severe financial hardship to the participant resulting from
an illness or accident of the participant, the participant's spouse, or a
dependent (as defined in Code section 152(a)) of the participant, loss of the
participant's property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the participant. As determined under Treasury Regulations under Code section
409A, the amounts distributed with respect to an emergency shall not exceed the
amounts necessary to satisfy such emergency plus amounts necessary to pay taxes
reasonably anticipated as a result of the distribution, after taking into
account the extent to which such hardship is or may be relieved through
reimbursement or compensation by insurance or otherwise or by liquidation of the
participant's assets (to the extent the liquidation of such assets would not
itself cause severe financial hardship).

     

    8. Administration of Restricted
Unit Award.  The grant of the Award shall be subject to such
other rules and requirements as the Committee, in its sole discretion, may
determine to be appropriate with respect to administration thereof and the
restrictions made applicable to the Grantee and the Restricted Units during the
Restricted Period.  This instrument and the rights and obligations of
the parties involved, shall be subject to interpretation and construction by the
Committee to the same extent and with the same effect as the Committee actions
under pertinent provisions of the Plan.  The Grantee shall take all
actions and execute and deliver all documents as may from time to time be
requested by the Committee in connection with such restrictions and in
furtherance hereof.  The Grantee agrees to pay to the Corporation any
applicable federal, state, or local income, employment, social security,
medicare, or other withholding tax obligation

    


    
      
        
          
             

          

           


        

        
          -8-

          
            

          

        

        
           


        

      

    

     

    arising
in connection with the grant of the Award to the Grantee; and the Corporation
shall have the right, without the Grantee’s prior approval or direction, to
satisfy such withholding tax by withholding all or any part of the Common Stock
that would otherwise be transferred and delivered to the Grantee, with any
shares of Common Stock so withheld to be valued at the Fair Market Value (as
defined in the Plan) on the date of such withholding. The Grantee, with the
consent of the Corporation, may satisfy such withholding tax by delivery and
transfer to the Corporation of shares of Common Stock previously owned by the
Grantee, with any shares so delivered and transferred to be valued at the Fair
Market Value on the date of such delivery.

     

    9. Adjustment
Provisions.  It is understood that, prior to the expiration of
the Restricted Period, certain changes in capitalization of the Corporation may
occur.  It is, therefore, understood and agreed with respect to
changes in capitalization that:

     

    (a) If a
stock dividend is declared on the Common Stock of the Corporation, there shall
be added to the number of Restricted Units described in paragraph 1 of this
instrument, the number of Restricted Units which the Grantee would have been
entitled to if the Grantee had been fully vested and the unrestricted owner of
the number of Restricted Units then held under the Award granted, but not
theretofore received without restriction; provided, however, that the additional
Restricted Units shall be subject to all terms and provisions of this instrument
(including, without limitation, the restrictions stated in paragraph 5, above),
and in making such adjustments, no fractional Restricted Units shall be awarded,
and the Grantee shall be entitled to receive only the number of full Restricted
Units to which the Grantee may be entitled by reason of such adjustment at the
adjusted grant price per share.

     

    (b) In the
event of an increase in the outstanding shares of Common Stock of the
Corporation, effectuated for the purpose of acquiring properties or securities
of another corporation or business enterprise, there shall be no increase in the
number of shares of Restricted Units which are the subject matter of the Award
evidenced by this instrument as a result of such acquisition.

     

    (c) In the
event of an increase or decrease in the number of outstanding shares of Common
Stock of the Corporation through recapitalization, reclassification, stock
split-ups, consolidation of shares, changes in par value and the like, an
appropriate adjustment shall be made in the number of Restricted Units described
in paragraph 1 of this instrument, by increasing or decreasing the number of
Restricted Units, as may be required to enable the Grantee to acquire the same
proportionate stockholdings as the grant of the Award would originally have
provided.  Provided, however, that any additional Restricted Units
shall be subject to all terms and provisions of this instrument (including,
without limitation, the restrictions stated in paragraph 5, above), and that in
making such adjustments, no fractional Restricted Units shall be awarded, and
the Grantee shall be entitled to receive only the number of full Restricted
Units to which the Grantee may be entitled by reason of such
adjustment.

     

    (d) Except
with respect to the time of payment of any compensation deferred under this
instrument, to the extent Restricted Units are still restricted and not vested
in Grantee at the time of a Change in Control with respect to the Corporation,
then pursuant to the provisions of the Plan, they shall become fully vested and
completely unrestricted and free and clear of any restrictions stated herein at
that time; provided, that if such Change in Control

    


    
      
        
          
             

          

           


        

        
          -9-

          
            

          

        

        
           


        

      

    

     

    occurs
less than six (6) months after the date of the grant of Restricted Units to the
Grantee, then Restricted Units shall become fully vested and completely
unrestricted and free and clear of any restrictions stated herein at the time of
such Change in Control only if the Grantee agrees in writing, if requested by
the Corporation in writing, to remain in the employ of the Corporation or a
division or subsidiary of the Corporation at least through the date which is six
(6) months after the date the grant was made with substantially the same title,
duties, authority, reporting relationships, and compensation as on the day
immediately preceding the Change in Control.  The provisions of this
subparagraph (d) shall be applied in addition to, and shall not reduce, modify,
or change any other obligation or right of the Grantee otherwise provided for in
paragraph 3, above, concerning the Grantee’s continued employment with the
Corporation or the termination thereof.  If the Restricted Units
become subject to this subparagraph (d), they shall become fully vested in the
Grantee and nonforfeitable.  Such Restricted Units are subject to the
provisions of the Plan authorizing the Corporation, or a committee of its Board
of Directors, to provide in advance or at the time of a Change in Control for
cash to be paid in settlement of the Restricted Units, all subject to such terms
and conditions as the Corporation or the Committee, in its sole discretion, may
determine and impose.  For purposes of this subparagraph (d), the term
“Change in Control” shall have the same meaning as provided in the definition of
that term stated in the Plan, including any amendments thereof which may be made
from time to time in the future pursuant to the provisions of the Plan, with any
amended definition of such term to apply to all events thereafter coming within
the amended meaning.

     

    10. Required Grantee
Repayment/Reduction Provision.  Notwithstanding anything in
the  Plan, the Award or this instrument to the contrary, all or a
portion of the Award made to the Grantee  under this
instrument  is subject to being called for repayment to the
Corporation or reduced in any situation where the Board of Directors of the
Corporation or a Committee thereof determines that fraud, negligence, or
intentional misconduct by the Grantee  was a contributing factor to
the Corporation having to restate all or a portion of its financial
statement(s). The Committee may determine whether the
Corporation  shall effect any such repayment or reduction : (i) by
seeking repayment from the Grantee , (ii) by reducing (subject to applicable law
and the terms and conditions of the Plan or any other applicable plan, program,
or arrangement) the amount that would otherwise be awarded or payable to the
Grantee  under the Award, the Plan or any other compensatory plan,
program, or arrangement maintained by the Corporation , (iii) by withholding
payment of future increases in compensation (including the payment of any
discretionary bonus amount) or grants of compensatory awards that would
otherwise have been made in accordance with the
Corporation's  otherwise applicable compensation practices, or (iv) by
any combination of the foregoing. The determination regarding the Grantee’s
conduct, and repayment or reduction under this provision shall be within the
sole discretion of the Committee and shall be final and binding on the Grantee
and the Corporation. The Grantee, in consideration of the grant of the Award,
and by the Grantee's execution of this instrument, acknowledges the Grantee's
understanding of and agreement to this provision, and hereby agrees to make and
allow an immediate and complete repayment or reduction in accordance with this
provision in the event of a call for repayment or other action by the
Corporation or Committee to effect its terms with respect to the Grantee, the
Award and/or any other compensation described herein.

     

    11. Stock
Reserved.  The Corporation shall at all times during the term
of the Award reserve and keep available such number of shares of its Common
Stock as will be sufficient to satisfy the Award issued and granted to Grantee
and the terms stated in this instrument, and shall 

     

    
      
        
          
             

          

           


        

        
          -10-

          
            

          

        

        
           


        

      

    

     

    pay all
original issue taxes, if any, on the transfer of the Common Stock to the Grantee
and all other fees and expenses necessarily incurred by the Corporation in
connection therewith.

     

    12. Rights of
Shareholder.  Except as otherwise provided in this instrument,
the Grantee shall have no rights as a shareholder of the Corporation in respect
of the Restricted Units or Common Stock for which the Award is granted; and the
Grantee shall not be considered or treated as a record owner of shares of Common
Stock with respect to the Restricted Units until the Common Stock is issued to
Grantee and no longer subject to any of the restrictions imposed under the Award
indicated in this instrument, and Common Stock is actually issued and
transferred to Grantee.

     

    13. Entire
Agreement.  This instrument contains the entire terms of the
Award, and may not be changed orally or other than by a written instrument
issued and approved by the Corporation pursuant to the Plan.  This
instrument supersedes any agreements or understandings that may have previously
existed, and there are no other agreements or understandings, relating to its
subject matter.

     

    14. Successors and
Assigns.  The Award evidenced by this instrument shall inure to
the benefit of and be binding upon the heirs, legatees, legal representatives,
successors, and assigns of the parties hereto.

     

    The
Grantee hereby acknowledges receipt of this instrument, the Notice of Restricted
Unit Award Agreement and a copy of the Plan, and accepts the Award under the
terms and conditions stated in this instrument, subject to all terms and
provisions of the Plan, by signing this instrument in duplicate originals, as of
the date first stated above.

     

    


    
    

     

    
      	 	 	 
	Date 	 	
              «Officer_Name»

            
	 	 	 Grantee


    

     

     

     

    -11-