(c) Except as expressly provided in paragraph (b) above, the terms of any OtherAgreement shall in no way alter or amend, or provide additional rights or benefits, underthe Restricted Stock Unit Award governed by this Agreement.     3. **Vesting; Termination of Restricted Stock Award****.**     (a) **General Vesting Rule****.**You will be issued Shares in settlement of the Unitsonly as you vest in the Units, meaning that the Units will be settled in Shares on the dayon which you vest in any portion of the Units (hereinafter referred to as a “Vesting Date”).So long as you provide continued service to the Company or any Affiliate through suchVesting Date(s), and except as otherwise set forth in this Section 3, the Units shall vestand your right to receive and retain the Shares in settlement of such Units will becomenonforfeitable on December 31, 2008.     (b) **Termination as a Result of Death or Disability****.**In the event of yourtermination of service as a result of your death or Disability (as defined in Section 2(q)of the Plan) on or after January 31, 2008, any unvested Units shall immediately vest as ofthe date of such termination for death or Disability.     (c) **Termination for Cause****.**In the event your service is terminated for Cause(as defined in Section 2(i) of the Plan), all unvested Units and all Shares received uponsettlement of vested Units shall expire immediately, be forfeited and considered null andvoid, and the provisions of Section 4 of this Agreement shall control.     (d) **Termination — General****.**In the event of your termination of service otherthan as a result of your death, Disability (as defined in Section 2(q) of the Plan) or Cause(as defined in Section 2(i) of the Plan) on or after January 31, 2008, any unvested Unitsshall vest pro-rata as of the date of your termination of service based on the followingformula:     (i) the total number of Units, ***times***     (ii) a ratio, the numerator of which is the total number of months of servicefrom May 6, 2008 to the end of the month in which the date of your termination ofservice occurs, and the denominator of which is eight (8), rounded to the nearestwhole number.The remaining portion of the unvested Units which are not accelerated for vesting purposesshall be immediately forfeited.***Example******:***The following example is included merely for demonstrativepurposes.Ann, a director, is granted 1,000 Units on May 15, 2008. She will vest 100% in herUnits on December 31, 2008. Ann subsequently announces her termination of serviceeffective July 1, 2008.As of July 1, 2008, Ann will immediately vest in unvested Units equal to the amountof 375 (equal to 1,000 Units ***multiplied by***3 (*i.e.*, 3 months of service from May 6,2008) ***divided by***8.
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     (e) **Change in Control Acceleration****.**In the event of a Change in Control (asdefined in Section 2(j) of the Plan) which closes on a date prior to your termination ofservice but on or after January 31, 2008, any unvested Units shall immediately become fullyvested, effective as of immediately prior to consummation of the Change in Control.Notwithstanding the foregoing, to the extent that a service, change in control or otheragreement or arrangement with the Company or an Affiliate provides benefits of greater valueupon a Change in Control that those provided in this paragraph (e), the rights set forth insuch other agreement shall supersede the provisions of this paragraph (e). Comparatively,to the extent that a service, change in control or other agreement or arrangement with theCompany or an Affiliate provides benefits of lesser value upon a Change in Control thatthose provided in this paragraph (e), the rights set forth in this paragraph (e) shallsupersede the provisions of such other agreement.     (f) **Other Termination Events****.**Notwithstanding anything to the contrarycontained in this Agreement, the Units will terminate and expire immediately upon theoccurrence of the circumstances set forth in Section 11.2 of the Plan, and the provisions ofSection 4 of this Agreement shall control.     (g) **Forfeiture Price****.**In the event that any Shares previously issued to you onsettlement of the Units are required to be forfeited under Section 3(c) or Section 3(f),then the Company will have the right (but not the obligation) to repurchase any or all ofsuch forfeited Shares for $0.001 per Share. The Company will have ninety (90) days from thedate of any event giving rise to forfeiture under Section 3(c) or Section 3(f), as the casemay be, within which to effect a repurchase of any or all of the Shares subject to suchforfeiture conditions. The Company’s right to repurchase the Shares under this paragraph(g) is assignable by the Company, in its sole discretion, to an Affiliate or other party towhom such rights can be assigned under the Applicable Laws (as defined in Section 2(c) ofthe Plan).     4. **Forfeiture Events****.**In addition to the rights available to the Company underSection 3(g) immediately above, upon the occurrence of any of the events set forth in Section 11.2of the Plan (a “Forfeiture Event”), you, without any further action by the Company or you, shallforfeit, as of the first day of any such Forfeiture Event:     (a) all right, title and interest to these Units;     (b) any Shares received upon settlement of these Units then owned by you; and     (c) any and all profits realized by you, on an after-tax basis, pursuant to any salesor transfer of any Shares received upon settlement of these Units within the six (6) monthperiod prior to the date of such Forfeiture Event.Additionally, the Company shall have the right to issue a stop transfer order and other appropriateinstructions to its transfer agent with respect to this Unit and the Shares, and the Companyfurther shall be entitled to reimbursement from you of any fees and expenses (including attorneys’fees) incurred by or on behalf of the Company in enforcing the Company’s rights under this Section4. By accepting this Restricted Stock Unit Award, you hereby consent to a deduction from anyamounts the Company owes to you from time to time (including amounts owed to you as compensation aswell as any other amounts owed to you by the Company), to the extent of any amounts that you owe tothe Company under this Section 4. Whether or not the Company elects to make any set-off in wholeor
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in part, if the Company does not recover by means of set-off the full amount you owe to theCompany, calculated as set forth above, you agree to pay immediately the unpaid balance to theCompany.     5. **Share Certificates****.**Share certificates (the “Certificate”) evidencing thesettlement of Units into Shares will be issued only at your request and the Shares will be issuedand registered in your name as of the Vesting Date (such date being the end of the “RestrictedPeriod”) on the register of shareholders of the Company (through its transfer agent). If theShares are to be issued in certificated form, Certificates representing the Shares will bedelivered to you as soon as practicable after the end of the applicable Restricted Period.     6. **Changes in Company’s Capital Structure****.**Subject to any required action by theCompany’s Board and stockholders, as may be determined to be appropriate and equitable by theCommittee, to prevent dilution or enlargement of rights, the Committee shall:     (a) adjust proportionately the number of Units for any increase or decrease in thenumber of issued and outstanding shares of common stock resulting from a subdivision orcombination of such shares or the payment of a stock dividend or any other increase ordecrease in the number of such outstanding shares of common stock of the Company effectedwithout the receipt of consideration by the Company; and     (b) if the Company is a participating corporation in any merger or consolidation andprovided the Units are not terminated upon consummation of such merger or consolidation,modify such Units to pertain to and apply to the securities or other property to which aholder of the number of shares subject to the Units would have been entitled upon suchconsummation.Notwithstanding anything to the contrary, such adjustments by the Committee shall be final, bindingand conclusive.     7. **US Tax Consequences****.**Below is a brief summary as of the date of this RestrictedStock Unit Award of certain United States federal tax consequences of the award of the Units anddisposition of the Shares upon settlement of the Units under the laws in effect as of the date ofgrant. **THIS SUMMARY IS INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.PARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE SETTLEMENT OF THIS RESTRICTED STOCK UNIT AWARD ORDISPOSING OF THE SHARES.**There may be a regular federal (and state) income tax liability when theUnits vest on the Vesting Date(s). You will be treated as having received compensation income(taxable at ordinary income tax rates) equal to the current Fair Market Value of the Sharesunderlying the Units on the date of vesting (*i.e.*, when the forfeiture provisions lapse). IfShares issued upon vesting of this Restricted Stock Unit Award are held for at least one year, anygain realized on disposition of those Shares will be treated as long-term capital gain for federalincome tax purposes.     8. **Effect of Agreement****.**You acknowledge receipt of a copy of the Plan and representthat you are familiar with the terms and provisions thereof (and have had an opportunity to consultcounsel regarding the Units’ terms), and hereby accept this Restricted Stock Unit Award and agreeto be bound by its contractual terms as set forth herein and in the Plan. You hereby agree toaccept as binding, conclusive and final all decisions and interpretations of the Committee (asdefined in Section 2(m) of the Plan) regarding any questions relating to the Units. In the eventof a conflict
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between the terms and provisions of the Plan and the terms and provisions of this Agreement,the Plan terms and provisions shall prevail.     9. **Restriction on Transferability****.**Until settlement of the Units upon issuance to youof the Shares subject thereto, the Units may not be sold, transferred, pledged, assigned orotherwise alienated at any time. Any attempt to do so contrary to the provisions hereof shall benull and void. Notwithstanding the above and subject to Section 11 below, distribution can be madepursuant to will, the laws of descent and distribution, intra-family transfer instruments or to aninter vivos trust.     10. **Voting Rights****.**You will have no voting or any other rights as a shareholder ofthe Company with respect to the Units prior to the date on which you are issued the Shares insettlement thereof. Upon settlement of the Units into Shares, you will obtain full voting andother rights as a shareholder of the Company.     11. **Designation of Beneficiaries****.**You may, in accordance with procedures establishedby the Committee (as defined in Section 2(m) of the Plan), designate one or more beneficiaries toreceive all or part of any Shares to be distributed to you hereunder on settlement of Units in thecase of your death, and you may change or revoke such designation at any time. In the event ofyour death, any Shares distributable hereunder that are subject to such a designation (to theextent such a designation is enforceable under the Applicable Laws (as defined in Section 2(c) ofthe Plan)) will be distributed to such beneficiary or beneficiaries in accordance with thisAgreement. Any other Shares distributable will be distributed to your estate. If there is anyquestion as to the legal right of any beneficiary to receive a distribution hereunder, the amountin question will be paid over to your estate, in which event neither the Company nor any affiliateof the Company will have any further liability to anyone with respect to such amount.     12. **Amendment of Restricted Stock Unit Award****.**The Committee may at any time amend,alter, suspend or discontinue the Plan, but no amendment, alteration, suspension or discontinuation(other than as explicitly permitted under the Plan) shall be made that would adversely affect yourrights under this Agreement without your consent.     13. **Governing Law****.**The laws of the state of New Jersey, without giving effect toprinciples of conflicts of law, will apply to the Plan, this Restricted Stock Unit Award and thisAgreement. The Company agrees, and you agree as a condition to acceptance of the Restricted StockUnit Award, to submit to the jurisdiction of the courts located in the jurisdiction in which youprovide, or most recently provided, your primary services to the Company.     14. **Data Protection****.**You acknowledge and agree (by executing this Agreement) to thecollection, use, processing and transfer of certain personal data as described in this Section 14.You understand that you are not obliged to consent to such collection, use, processing and transferof personal data. However, you understand your failure to provide such consent may affect yourability to participate in the Plan. You understand that the Company may hold certain personalinformation about you, including your name, social security number (or other tax identificationnumber) salary, nationality, job title, position evaluation rating along with details of all pastawards and current awards outstanding under the Plan, for the purpose of managing and administeringthe Plan (the “Data”). The Company, or its Affiliates, will transfer Data amongst themselves asnecessary for the purpose of implementation, administration and management of the Plan. TheCompany and/or any of it Affiliates may further transfer Data to any third parties assisting theCompany in the implementation, administration and management of the Plan. These various recipientsof Data may
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be located elsewhere throughout the world. You authorize these various recipients of Data toreceive, possess, use, retain and transfer the Data, in electronic or other form, for the purposesof implementing, administering and managing the Plan, including any required transfer of such Dataas may be required for the subsequent holding of Shares subject to the Unit on your behalf by abroker or other third party with whom you may elect to deposit any Shares subject to the Unitacquired pursuant to the Plan. You understand that you may, at any time, review Data with respectto you and require any necessary amendments to such Data. You also understand that you maywithdraw the consents to use Data herein by notifying the Company in writing; however, youunderstand that by withdrawing your consent to use Data, you may affect your ability to participatein the Plan.     15. **Service Matters****.**This Restricted Stock Unit Award does not form part of yourentitlement to remuneration or benefits in terms of your services to the Company. Your terms andconditions of service are not affected or changed in any way by this Restricted Stock Unit Award orby the terms of the Plan or this Agreement. No provision of this Agreement or of the RestrictedStock Unit Award granted hereunder shall give you any right to continue in the service of theCompany or any Affiliate, create any inference as to the length of your service, affect the rightof the Company or any Affiliate to terminate your service, with or without Cause (as defined inSection 2(i) of the Plan), or give you any right to participate in any employee welfare or benefitplan or other program (other than the Plan) of the Company or any Affiliate. You acknowledge andagree (by executing this Agreement) that the granting of the Restricted Stock Unit Award under thisAgreement is made on a fully discretionary basis by the Company and that this Agreement does notlead to a vested right to further awards in the future. Further, the Restricted Stock Unit Awardset forth in this Agreement constitutes a non-recurrent benefit and the terms of this Agreement areonly applicable to the Units awarded pursuant to this Agreement.     16. **Tax Provisions Applicable to Non-US Persons****.**This Section 16 shall apply to youif you are resident in and/or subject to the laws of a country other than the United States at thetime of grant of the Restricted Stock Unit Award and during the period in which you hold thisRestricted Stock Unit Award or the Shares issued upon settlement thereof.     (a) **Applicable if you are not a US person (including as to UK persons)****:**Youhereby agree to indemnify and keep indemnified the Company and any Affiliate from andagainst any liability for, or obligation to pay, income tax and national insurance or socialsecurity contributions arising on the grant of the Restricted Stock Unit Award, vesting ofthe Restricted Stock Unit Award or the issuance of the Shares upon settlement..     (b) **Applicable if you are a UK person****:**Where any obligation to pay income taxor national insurance contributions or social security contributions (any such obligation orcontribution, a “Tax Liability”) arises, the Company or any Affiliate may recover from youan amount of money sufficient to meet the Tax Liability by any of the followingarrangements:     (i) deduction from salary or other payments due to you; or     (ii) withholding from the issuance to you of that number of Shares (otherwiseto be acquired by you upon settlement of the Units) whose aggregate Fair MarketValue on the date of exercise is, so far as possible, equal to but neither less thannor more than the amount of Tax Liability.
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If the Participant is unable to satisfy his or her Tax Liability pursuant to eithersubparagraph (i) or clause (ii) above, the Company may additionally cause the forfeiture ofany Shares otherwise scheduled to become vested under the Restricted Stock Unit Award on agiven date to avoid imposition of any Tax Liability to the Participant.     17. **Severability**. In the event that any provision of this Agreement shall be heldillegal or invalid for any reason, the illegality or invalidity shall not affect the remainingparts of this Agreement, and this Agreement shall be construed and enforced as if the illegal orinvalid provision had not been included.     18. **Waiver; Cumulative Rights****.**The failure or delay of either party to requireperformance by the other party of any provision hereof shall not affect its right to requireperformance of such provision unless and until such performance has been waived in writing. Eachand every right hereunder is cumulative and may be exercised in part or in whole from time to time.     19. **Representations****.**As a condition to your receipt of this Restricted Stock UnitAward and the Shares to be issued on settlement thereof, you represent and warrant the following:     (a) You are aware of the Company’s business affairs and financial condition and haveacquired sufficient information about the Company to reach an informed and knowledgeabledecision to accept this Restricted Stock Unit Award;     (b) You are acquiring the Restricted Stock Unit Award and the Shares subject theretofor investment only for your own account, and not with a view, or for resale in connectionwith, any “distribution” thereof under Applicable Law (as defined in Section 2(c) of thePlan);     (c) You understand that neither the Units nor the Shares have been registered in allState jurisdictions within the United States, and that the exemption(s) from registrationrelied upon may depend upon your investment intent as set forth above;     (d) You further understand that prior to any resale by you of the Shares acquired uponsettlement of these Units without registration of such resale in relevant Statejurisdictions, the Company may require you to furnish the Company with an opinion of counselacceptable to the Company that you may sell or transfer such Shares pursuant to an availableexemption under Applicable Law;     (e) You understand that the Company is under no obligation to assist you in thisprocess by registering the Shares in any jurisdiction or by ensuring that an exemption fromregistration is available; and     (f) You further agree that as a condition to settlement of these Units, the Company mayrequire you to furnish contemporaneously dated representations similar to those set forth inthis Section 19.     By your signature below, you indicate your acceptance of the terms of this Restricted StockUnit Award, and acknowledge that you have received copies of the Plan and the prospectus, in each
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case as currently in effect. By signing this Agreement, you acknowledge that your personalinformation regarding participation in the Plan and information necessary to determine and pay, ifapplicable, benefits under the Plan must be shared with other entities, including companies relatedto the Company and persons responsible for certain acts in the administration of the Plan. Bysigning this Agreement, you consent to such transmission of personal data as the Company believesis appropriate to administer the Plan.     **Accepted and Agreed to by Participant:**              **Participant**     **Acknowledged and Agreed to by Company:**         **Raymond J. Milchovich**   **Chairman & CEO**
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