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corporation assume the Award or substitute an equivalent right, then no such accelerationshall apply (unless otherwise determined by the Committee pursuant to the terms of the Plan).          (d) Continuance of Employment. The vesting schedule requires continued employment orservice through each applicable vesting date as a condition to the vesting of the applicableinstallment of the Award and the rights and benefits under this Agreement. Employment or servicefor only a portion of the vesting period, even if a substantial portion, will not entitle theParticipant to any proportionate vesting or avoid or mitigate a termination of rights and benefitsupon or following a termination of employment or services. Nothing contained in this Agreement orthe Plan constitutes an employment or service commitment by the Company, affects the Participant’sstatus as an employee at will who is subject to termination without Cause, confers upon theParticipant any right to remain employed by or in service to the Company or any Subsidiary,interferes in any way with the right of the Company or any Subsidiary at any time to terminate suchemployment or services, or affects the right of the Company or any Subsidiary to increase ordecrease the Participant’s other compensation or benefits. Nothing in this paragraph, however, isintended to adversely affect any independent contractual right of the Participant without hisconsent thereto.          (e) Limitations on Rights Associated with Restricted Stock Units. The Participantshall have no rights as a stockholder of the Company, no dividend rights and no voting rights withrespect to the Restricted Stock Units and any Stock underlying or issuable in respect of suchRestricted Stock Units until such Stock is actually issued to and held of record by theParticipant. No adjustments will be made for dividends or other rights of a holder for which therecord date is prior to the issuance of the stock certificate.          (f) Restrictions on Transfer. Neither the Award, nor any interest therein or amountor shares payable in respect thereof may be sold, assigned, transferred, pledged or otherwisedisposed of, alienated or encumbered, either voluntarily or involuntarily. The transferrestrictions in the preceding sentence shall not apply to (a) transfers to the Company, or (b)transfers by will or the laws of descent and distribution.**ARTICLE III.****OTHER PROVISIONS**     3.1 Timing and Manner of Payment of Restricted Stock Units. On or as soon asadministratively practical following each vesting of the applicable portion of the total Awardpursuant to Article II hereof or Article 11 of the Plan (and in all events not later than 60 daysafter the applicable vesting date), the Company shall deliver to the Participant a number of sharesof Stock (either by delivering one or more certificates for such Stock or by entering such Stock inbook entry form, as determined by the Company in its discretion) equal to the number of RestrictedStock Units subject to the Award that vest on the applicable vesting date, unless such RestrictedStock Units terminate prior to vesting pursuant to Sections 3(b) and 3(c) above. The Company’sobligation to deliver Shares is subject to the condition precedent that the Participant or otherperson entitled under the Plan to receive any Stock with respect to the vested Restricted StockUnits deliver to the Company any representations or other documents or assurances required pursuantto Section 10.5 of the Plan.     3.2 Adjustments upon Specified Events. Upon the occurrence of certain events relatingto the Company’s stock contemplated by Section 11.1 of the Plan (including, without limitation, anextraordinary cash dividend on such stock), the Committee shall make adjustments in accordance withsuch section in the number of Restricted Stock Units then outstanding and the number and kind ofsecurities that may be issued in respect of the Award.
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     3.3 Tax Withholding. Subject to Section 15.3 of the Plan, upon any distribution ofStock in respect of the Restricted Stock Units, the Committee may in its discretion reduce thenumber of shares to be delivered by (or otherwise reacquire) the appropriate number of wholeshares, valued at their then Fair Market Value, to satisfy any withholding obligations of theCompany or its Subsidiaries with respect to such distribution of shares at the minimum applicablewithholding rates. In the event that the Company does not satisfy such withholding obligations bysuch reduction of shares, or in the event of a cash payment or any other withholding event inrespect of the Restricted Stock Units, the Company (or a Subsidiary) shall be entitled to require acash payment by or on behalf of the Participant and/or to deduct from any compensation payable tothe Participant any sums required by federal, state or local tax law to be withheld with respect tosuch distribution or payment.     3.4 Governing Law. The laws of the State of Delaware shall govern theinterpretation, validity, administration, enforcement and performance of the terms of thisAgreement regardless of the law that might be applied under principles of conflicts of laws.     3.5 Conformity to Securities Laws. The Participant acknowledges that the Plan andthis Agreement are intended to conform to the extent necessary with all provisions of theSecurities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the“Exchange Act”), and any and all regulations and rules promulgated thereunder by the Securities andExchange Commission, including without limitation Rule 16b-3 under the Exchange Act.Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Awards aregranted, only in such a manner as to conform to such laws, rules and regulations. To the extentpermitted by applicable law, the Plan and this Agreement shall be deemed amended to the extentnecessary to conform to such laws, rules and regulations.     3.6 Amendment, Suspension and Termination. The Awards may be wholly or partiallyamended or otherwise modified, suspended or terminated at any time or from time to time by theCommittee or the Board, provided, that, except as may otherwise be provided by the Plan, neitherthe amendment, suspension nor termination of this Agreement shall, without the consent of theParticipant, alter or impair any rights or obligations under any Award.     3.7 Notices. Notices required or permitted hereunder shall be given in writing andshall be deemed effectively given upon personal delivery or upon deposit in the United States mailby certified mail, with postage and fees prepaid, addressed to the Participant to his address shownin the Company records, and to the Company at its principal executive office.     3.8 Construction. It is intended that the terms of the Award will not result in theimposition of any tax liability pursuant to Section 409A of the Code. This Agreement shall beconstrued and interpreted consistent with that intent.     3.9 Successors and Assigns. The Company may assign any of its rights under thisAgreement to single or multiple assignees, and this Agreement shall inure to the benefit of thesuccessors and assigns of the Company. Subject to the restrictions on transfer herein set forth,this Agreement shall be binding upon Participant and his or her heirs, executors, administrators,successors and assigns.     The Participant represents that he has read this Agreement and the Plan and is familiar withthe terms and provisions of each. The Participant acknowledges that the Award is issued pursuantto, and is subject to the terms and conditions of, the Plan, and the Participant will be bound bythe terms of the Plan as if it were set forth verbatim in this Agreement. The Participant agreesto comply with all rules the Company may establish with respect to the Plan. The Participantfurther acknowledges and agrees that this Agreement (and the Plan) constitutes the entire agreementbetween the parties with respect to the
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Award and that this Agreement (and the Plan) supersedes any and all prior agreements, whetherwritten or oral, between the parties with respect to the Award.
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