exh10b1-xxvii.htm


    


      ALEXANDER
& BALDWIN, INC.

      


      EXECUTIVE TIME-BASED
RESTRICTED STOCK UNIT AWARD AGREEMENT

      


      RECITALS

      


      A. The
Corporation has implemented the Plan for the purpose of providing eligible
persons in the Corporation’s service with the opportunity to participate in one
or more cash or equity incentive compensation programs designed to encourage
them to continue their service relationship with the Corporation.

       

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

       

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

       

      NOW, THEREFORE, it is hereby
agreed as follows:

       

      1. Grant of
Restricted Stock Units.  The Corporation hereby awards to
Participant, as of the Award Date, restricted stock units under the
Plan.  The number of shares of Common Stock underlying the awarded
restricted stock units and the applicable vesting schedule for those units and
the underlying Shares are set forth in the Award Notice.  The
remaining terms and conditions governing the Award shall be as set forth in this
Agreement.

       

      2. Limited
Transferability.  Prior to the actual issuance of the Shares
which vest hereunder, Participant may not transfer any interest in the
restricted stock units subject to the Award or the underlying Shares or pledge
or otherwise hedge the sale of those units or Shares, including (without
limitation) any short sale or any acquisition or disposition of any put or call
option or other instrument tied to the value of those
Shares.  However, any Shares which vest hereunder but otherwise remain
unissued at the time of Participant’s death may be transferred pursuant to the
provisions of Participant’s will or the laws of inheritance or to Participant’s
designated beneficiary or beneficiaries of this Award. Participant may also
direct the Corporation to record the ownership of any Shares which in fact vest
and become issuable hereunder in the name of a revocable living trust
established for the exclusive benefit of Participant or Participant and his or
her spouse. Participant may make such a beneficiary designation or ownership
directive at any time by filing the appropriate form with the Plan Administrator
or its designee.

       

      3. Cessation
of Service.

       

      (a) Except to
the extent otherwise provided in this Paragraph 3 or Paragraph 5 below, should
Participant cease Service for any reason prior to vesting in one or more Shares
subject to this Award, then the Award shall be immediately cancelled with
respect to those unvested Shares, and the number of restricted stock units shall
be reduced accordingly.  Participant shall thereupon cease to have any
right or entitlement to receive any Shares under those cancelled
units.

       

      (b) Should
Participant’s Service terminate by reason of his or her death or Permanent
Disability prior to vesting in one or more Shares subject to this Award, then
the restricted stock units shall vest in full upon Participant’s termination of
Service.  The Shares subject to those vested units shall be issued in
accordance with the applicable provisions of Paragraph 7.

       

      (c) Should
Participant’s Service terminate by reason of his or her Early Retirement or
Normal Retirement prior to vesting in all the Shares subject to this Award in
accordance with the annual installment vesting schedule set forth in the Award
Notice, then Participant shall immediately vest in that number of additional
Shares (if any) in which Participant would have otherwise been vested at the
time of such termination had the Shares subject to this Award vested in a series
of thirty-six (36) successive equal monthly installments over the duration of
the three (3)-year vesting schedule set forth in Award Notice.  The
Shares which are deemed to vest on the basis of such monthly installment vesting
schedule shall, together with any other Shares which are at the time vested but
unissued, be issued in accordance with the applicable provisions of Paragraph
7.  The balance of the Award shall be immediately cancelled and cease
to be outstanding upon such termination of Service.

       

      4. Stockholder Rights and
Dividend Equivalents

       

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

       

      (b) Notwithstanding
the foregoing, should any dividend or other distribution payable other than in
shares of Common Stock, whether regular or extraordinary, be declared and paid
on the Corporation’s outstanding Common Stock in one or more calendar years
during which Shares remain subject to this Award (i.e., those Shares are not
otherwise issued and outstanding for purposes of entitlement to the dividend or
distribution), then a special book account shall be established for Participant
and credited with a phantom dividend equivalent to the actual dividend or
distribution which would have been paid on those Shares had they been issued and
outstanding and entitled to that dividend or distribution. The phantom dividend
equivalents so credited to the Participant’s book account for each calendar
quarter this Award remains outstanding in whole or in part shall be distributed
to Participant (in cash or such other
form as the Plan Administrator may deem appropriate in its sole discretion) on
the last business day of that calendar quarter. However, each such distribution
shall be subject to the Corporation’s collection of the Withholding Taxes
applicable to that distribution.

       

      5. Change in
Control

       

      (a) This
Award, to the extent outstanding at the time of a Change in Control, may be
assumed by the successor entity or otherwise continued in full force and effect
or may be replaced with a cash retention account established by the successor
entity.  Any such assumption or continuation of this Award shall be
effected in accordance with Paragraph 5(b) below. Any cash retention account
established in replacement of this Award shall initially be credited
with  the fair market value (at the effective time of the Change in
Control) of the  Shares subject to the Award at that time, and
interest shall accrue on the outstanding balance of such account, for the period
commencing with the closing date of the Change in Control and continuing through
the date of the final payment of the account, including any deferred payment
date under Paragraph 8, at a variable per annum rate, compounded semi-annually,
equal to the prime rate of interest as in effect from time to time during such
period, as determined on the basis of the prime rate quotations published in
The Wall
Street Journal.  The cash retention account shall vest and be
paid out in accordance with the same vesting and payment schedule applicable to
the Award, as set forth in the Award Notice, and the Participant’s interest in
such account shall at all times be that of a general, unsecured
creditor.  In the event of such assumption or continuation of this
Award or such replacement of the Award with a cash retention account, no
accelerated vesting of the restricted stock units subject to this Award or the
underlying Shares shall occur at the time of the Change in Control.

       

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

       

      (c) Upon
Participant’s Separation from Service due to an Involuntary Termination
occurring within twenty-four (24) months following the Change in Control in
which this Award is assumed or otherwise continued in effect, all of the
restricted stock units at the time subject to this Award shall vest, and the
Shares underlying those units shall be issued to Participant in accordance with
the applicable provisions of Paragraph 7.  Should the restricted stock
units be replaced with a cash retention account in accordance with Paragraph
5(a), then the balance credited to Participant under that account at the time of
his or her Separation from Service due to an Involuntary Termination shall
immediately vest and shall be distributed to Participant in accordance with the
applicable provisions of Paragraph 7; provided,
however, that Participant shall vest and be entitled to such distribution
only if such Involuntary Termination occurs within twenty-four (24) months
following the Change in Control.

       

      (d) If the
restricted stock units subject to this Award at the time of the Change in
Control are not assumed or otherwise continued in effect or replaced with a cash
retention account in accordance with Paragraph 5(a), then those units shall vest
immediately prior to the closing of the Change in Control, and Participant shall
become entitled to a vested distribution in accordance with the applicable
provisions of Paragraph 7.

       

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

       

      6. Adjustment
in Shares.  Should any change be made to the Common Stock by
reason of any stock split, stock dividend, recapitalization, combination of
shares, exchange of shares, spin-off transaction, extraordinary dividend or
distribution or other change affecting the outstanding Common Stock as a class
without the Corporation’s receipt of consideration, or should the value of
outstanding shares of Common Stock be substantially reduced as a result of a
spin-off transaction or an extraordinary dividend or distribution, or should
there occur any merger, consolidation or other reorganization, then equitable
adjustments shall be made by the Plan Administrator to the total number and/or
class of securities issuable pursuant to this Award in order to reflect such
change and thereby prevent a dilution or enlargement of benefits hereunder. In
making such equitable adjustments, the Plan Administrator shall take into
account any amounts credited to Participant’s book account under Paragraph 4(b)
in connection with the transaction, and the determination of the Plan
Administrator shall be final, binding and conclusive.  In the event of
any Change in Control transaction, the adjustment provisions of Paragraph 5(b)
shall be controlling.

       

      7. Issuance
or Distribution of Shares or Other Vested Amounts.

       

      (a) The
following provisions shall govern the issuance of the Shares (or any replacement
or substitute amounts under Paragraph 5) which vest in accordance with the
provisions of this Agreement:

       

                                                      (i) On each
Vesting and Issuance Date specified in the Award Notice, the Shares which vest
at that time or which are otherwise deemed to have vested during the twelve
(12)-month period ending with that date but have not otherwise been issued in
accordance with any other applicable provision of this Paragraph 7(a) shall be
issued.

       

                                                    
(ii) Shares
which vest on an accelerated basis upon the Participant’s cessation of Service
under Paragraph 3(b) or 3(c) or his or her Involuntary Termination under
Paragraph 5(c) shall be issued on the date of Participant’s Separation from
Service due to such cessation of Service or Involuntary Termination. Any
distribution from the cash retention account to which Participant in entitled
under Paragraph 5(c) upon his or her Involuntary Termination shall be paid in a
lump sum on the date of his or her Separation from Service due to such
Involuntary Termination. However, any issuance or distribution pursuant to the
provisions of this subparagraph (ii) shall be subject to the deferred issuance
provisions of Paragraph 8, to the extent applicable.

       

                                                   
(iii) Shares
which vest under Paragraph 5(d) shall be converted into the right to receive the
same consideration per share of Common Stock payable to the other stockholders
of the Corporation in consummation of the Change in Control transaction, and
such consideration per Share shall be distributed to Participant upon the earliest
to occur of (i) the Vesting and Issuance Date on which the particular
Shares to which such consideration relates would have been issued in the absence
of such Change in Control, (ii) the date of Participant’s Separation from
Service or (iii) the first date following a Qualifying Change in Control on
which the distribution can be made without contravention of any applicable
provisions of Code Section 409A.

       

                                                    
(iv) To the
extent the consideration payable per share of Common Stock in the Change in
Control is in the form of cash, a fully-vested cash retention account shall be
established by the successor entity at the time of such Change in Control for
any Shares subject to this Award that vest on an accelerated basis under
Paragraph 5(d).  Such account shall be credited with the cash
consideration payable for the Shares, and interest shall accrue on the
outstanding balance of that account, for the period commencing with the closing
date of the Change in Control and continuing through the date of the final
payment of the account, including any deferred payment date under Paragraph 8,
at a variable per annum rate, compounded semi-annually, equal to the prime rate
of interest as in effect from time to time during such period, as determined on
the basis of the prime rate quotations published in The Wall Street
Journal. The cash retention account, together with all accrued interest
thereon through the actual payment date, shall be distributed in accordance with
the same distribution provisions in effect under  Paragraph 7(a)(iii),
and the Participant’s interest in the account shall at all times be that of a
general, unsecured creditor.

       

                                                    
(v)   Any
issuance or distribution to be made pursuant to the preceding provisions of this
Paragraph 7(a) shall be made on the designated issuance or distribution date or
as soon as administratively practicable thereafter. In no event, however, shall
such issuance or distribution be made later than the fifteenth (15th) day of the
third (3rd) calendar month following that date.

       

                                                    
(vi) Each
issuance or distribution to be made pursuant to  this Paragraph 7(a)
shall be subject to the Corporation’s collection of all applicable Withholding
Taxes, in accordance with the provisions of Paragraphs 7(b) and
7(c).

       

                                                    
(vii) Any
Shares to be issued to Participant in accordance with the foregoing provisions
of this Paragraph 7(a) shall in the form of a book entry evidencing ownership of
those Shares. Actual certificates for any vested Shares evidenced by book entry
ownership shall be promptly delivered upon the request of Participant or any
other person having an interest at the time in those Shares.

       

      (b) The
Corporation shall collect the Withholding Taxes with respect to each non-Share
distribution by withholding a portion of that distribution equal to the amount
of the applicable Withholding Taxes, with the cash portion of the distribution
to be the first portion so withheld.

       

      (c) Unless
Participant (i) otherwise makes satisfactory arrangements with the Corporation’s
Human Resources Department, on or before the expiration of the designated
notification period preceding each applicable issuance date of the Shares, to
pay the applicable Withholding Taxes through the delivery of  a check
payable to the Corporation in the amount of such Withholding Taxes and (ii) in
fact delivers such check to the Corporation not later than that issuance date,
the Corporation shall collect the Withholding Taxes applicable to the Share
issuance through the following automatic share withholding method:

       

      -           On
each applicable issuance date, the Corporation shall with­hold, from the
vested Shares otherwise issuable to Participant at that time, a portion of those
Shares with a Fair Market Value (measured as of the issuance date) equal to the
applicable Withholding Taxes;  provided,
however, that the number of  Shares which the Corporation shall
be required to so withhold shall not exceed in Fair Market Value the amount
necessary to satisfy the Corporation’s required tax withholding obligations
using the minimum statutory withholding rates for federal and state tax
purposes, including payroll taxes, that are applicable to supplemental taxable
income.

       

      (d) Notwithstanding
the foregoing provisions of this Paragraph 7, the employee portion of the
federal, state and local employment taxes required to be withheld by the
Corporation in connection with the vesting of the Shares or any other amounts
hereunder (the “Employment Taxes”) shall in all events be collected from the
Participant no later than the last business day of the calendar year in which
the Shares or other amounts vest hereunder.  Accordingly, to the
extent the applicable issuance date for one or more vested Shares or the
distribution date for such other amounts is to occur in a year subsequent to the
calendar year in which those Shares or other amounts vest, the Participant
shall, on or before the last business day of the calendar year in which the
Shares or other amounts vest, deliver to the Corporation a check payable to its
order in the dollar amount equal to the Employment Taxes required to be withheld
with respect to those Shares or other amounts.  The provisions of this
Paragraph 7(d) shall be applicable only to the extent necessary to comply with
the applicable tax withholding requirements of Code Section
3121(v).

       

      (e) Except as
otherwise provided in Paragraph 5 or this Paragraph 7, the settlement of all
restricted stock units which vest under the Award shall be made solely in shares
of Common Stock.  In no event, however, shall any fractional shares be
issued.  Accordingly, the total number of shares of Common Stock to be
issued at the time the Award vests shall, to the extent necessary, be rounded
down to the next whole share in order to avoid the issuance of a fractional
share.

       

      8. Deferred
Issue Date.  Notwithstanding any provision to the contrary in
this Agreement, to the extent this Award may be deemed to create a deferred
compensation arrangement under Code Section 409A, then the following limitation
shall apply:

       

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

       

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

       

      10. Change in
Control Benefits Agreement. Notwithstanding anything to the contrary in this
Agreement, if Participant is, at the time of a change in control or ownership of
the Corporation (whether or not that transaction constitutes a Change in Control
hereunder), a party to a Change in Control Benefits Agreement with the
Corporation, then the provisions of that agreement shall, to the extent
applicable to this Award, govern Participant’s rights and benefits with respect
to the restricted stock units and underlying Shares subject to this Agreement,
and in the event of any conflict between the provisions of that Change in
Control Benefits Agreement and this Agreement, the provisions of the Change in
Control Benefits Agreement shall be controlling; provided,
however, that in the event there is any
conflict between the issuance or distribution provisions of this Agreement and
the issuance or distribution provisions of the Change in Control Benefits
Agreement, the issuance and distribution provisions of this Agreement shall be
controlling.

       

      11. Notices.  Any
notice required to be given or delivered to the Corporation under the terms of
this Agreement shall be in writing and addressed to the Corporation at its
principal corporate offices.  Any notice required to be given or
delivered to Participant shall be in writing and addressed to Participant at the
address indicated below Participant’s signature line on the Award
Notice.  All notices shall be deemed effective upon personal delivery
or upon deposit in the U.S. mail, postage prepaid and properly addressed to the
party to be notified.

       

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

       

      13. Construction.

       

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

       

      (b) To the
extent there is any ambiguity as to whether any provision of this Agreement
would otherwise contravene one or more requirements or limitations of Section
409A of the Internal Revenue Code and the Treasury Regulations thereunder, such
provision shall be interpreted and applied in a manner that complies with the
applicable requirements of Section 409A of the Internal Revenue Code and the
Treasury Regulations thereunder.

       

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

       

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      APPENDIX
A

       

      


       

      DEFINITIONS

       

      The
following definitions shall be in effect under the Agreement:

       

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

       

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

       

      C. Award
Date shall mean the date the restricted stock units are awarded to
Participant pursuant to the Agreement and shall be the date specified in the
Award Notice.

       

      D. Award
Notice shall mean the Notice of Award of Time-Based Restricted Stock
Units delivered to Participant in which there is set forth the basic terms of
the restricted stock units subject to this Agreement.

       

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

       

      F. Cause
shall mean the commission of any act of fraud, embezzlement or dishonesty by
Participant, any unauthorized use or disclosure by Participant of confidential
information or trade secrets of the Corporation (or any Parent or Subsidiary),
or any other intentional misconduct by Participant adversely affecting the
business or affairs of the Corporation (or any Parent or Subsidiary) in a
material manner; provided,
however, that in the event Participant is, at the time the Corporation
(or any Parent or Subsidiary) purports to terminate Participant's Employee
status for Cause, a party to a Change in Control Benefits Agreement applicable
to the Award, the term Cause shall have the meaning
ascribed to that term in such Change in Control Benefits
Agreement.   The foregoing definition shall not in any way
preclude or restrict the right of the Corporation (or any Parent or Subsidiary)
to discharge or dismiss Participant or any other person in the Service of the
Corporation (or any Parent or Subsidiary) for any other acts or omissions, but
such other acts or omissions shall not be deemed, for purposes of the Plan and
this Agreement, to constitute grounds for termination for Cause.

       

      G. Change in
Control shall mean a change of ownership or control of the Corporation
effected through any of the following transactions:

       

      (i) a merger,
consolidation or other reorganization approved by the Corporation’s
stockholders, unless securities
representing more than fifty percent (50%) of the total combined voting power of
the voting securities of the successor corporation are immediately thereafter
beneficially owned, directly or indirectly and in substantially the same
proportion, by the persons who beneficially owned the Corporation’s outstanding
voting securities immediately prior to such transaction,

       

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

       

      (iii) the
closing of any transaction or series of related transactions pursuant to which
any person or any group of persons comprising a “group” within the meaning of
Rule 13d-5(b)(1) of the 1934 Act (other than the Corporation or a person that,
prior to such transaction or series of related transactions, directly or
indirectly controls, is controlled by or is under common control with, the
Corporation) acquires directly or indirectly (whether as a result of a single
acquisition or by reason of one or more acquisitions within the twelve
(12)-month period ending with the most recent acquisition) beneficial ownership
(within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing (or
convertible into or exercisable for securities possessing) thirty-five percent
(35%) or more of the total combined voting power of the Corporation’s securities
(as measured in terms of the power to vote with respect to the election of Board
members) outstanding immediately after the consummation of such transaction or
series of related transactions, whether such transaction involves a direct
issuance from the Corporation or the acquisition of outstanding securities held
by one or more of the Corporation’s existing stockholders, or

       

      (iv) a change
in the composition of the Board over a period of twelve (12) consecutive months
or less such that a majority of the Board members ceases, by reason of one or
more contested elections for Board membership, to be comprised of individuals
who either (A) have been Board members continuously since the beginning of such
period or (B) have been elected or nominated for election as Board members
during such period by at least a majority of the Board members described in
clause (A) who were still in office at the time the Board approved such election
or nomination;

       

      provided,
however, that in the event Participant is a party to a Change in Control
Benefits Agreement applicable to the Award, the term Change in Control shall have
the meaning ascribed to that term in such Change in Control Benefits
Agreement.

       

      H. Change in
Control Benefits Agreement shall mean
any separate agreement between Participant and the Corporation which provides
Participant with special vesting acceleration and/or other special benefits with
respect to one or more awards of restricted stock units made to Participant for
shares of Common Stock, including (to the extent applicable) the restricted
stock units evidenced by this Agreement, in the event of a change in control or
ownership of the Corporation (whether or not constituting a Change in Control
hereunder).

       

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

       

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

       

      K. Corporation
shall mean Alexander & Baldwin, Inc., a Hawaii corporation, and any
successor corporation to all or substantially all of the assets or voting stock
of Alexander & Baldwin, Inc. which shall by appropriate action adopt the
Plan.

       

      L. Early
Retirement shall mean the
Participant’s retirement from Service, with the prior approval of the
Corporation (or Parent or Subsidiary employing Participant), on or after the
attainment of age fifty-five (55) and the completion of at least five (5) years
of Service.

       

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

       

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

       

      O. Good
Reason shall mean the
occurrence of any of the following events effected without Participant’s
consent: (A) a change in Participant’s position with the Corporation (or any
Parent or Subsidiary employing Participant) which materially reduces
Participant’s duties and responsibilities or the level of management to which
Participant reports, (B) a relocation of Participant’s principal place of
employment by more than fifty (50) miles, (C) a reduction in Participant’s level
of compensation, as measured in terms of base salary, fringe benefits and target
annual incentive payment, by more than ten percent (10%) or (D) the failure by
the Corporation to continue in effect any stock option or other equity-based
plan in which Participant is participating, or in which Participant is entitled
to participate, immediately prior to a change in control of the Corporation,
unless an equitable arrangement (embodied in an ongoing substitute or
alternative plan) has been made with respect to such plan; or the failure by the
Corporation to continue Participant’s participation therein (or in such
substitute or alternative plan) on a substantially equivalent basis, both in
terms of the amount or timing of payment of benefits provided and the level of
Participant’s participation relative to other participants, as existed
immediately prior to the change in control of the Corporation.

       

      However,
in the event Participant is at the time of his or her cessation of Employee
status a party to a Change in Control Benefits Agreement applicable to the Award
evidenced by this Agreement, the term Good Reason shall have the
meaning ascribed to that term in such Change in Control Benefits
Agreement.

       

      P. Involuntary
Termination shall mean the Participant’s Separation from Service status
by reason of:

       

      (i)           Participant’s
involuntary dismissal or discharge by the Corporation for reasons other than for
Cause, or

       

      (ii)           Participant’s
voluntary resignation for Good Reason.

       

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

       

      R. Normal
Retirement  at or after
the attainment of age sixty-five (65).

       

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

       

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

       

      U. Permanent
Disability shall mean the inability of
Participant to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment expected to result in death
or to be of continuous duration of twelve (12) months or
more.

       

      V. Plan
shall mean the Corporation’s 2007 Incentive Compensation Plan.

       

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

       

      X. Qualifying
Change in Control shall mean the date on which there occurs a Change in
Control that also qualifies as: (i) a change in the ownership of the
Corporation, as determined in accordance with  Section
1.409A-3(i)((5)(v) of the Treasury Regulations, (ii) a change in the effective
control of the Corporation, as determined in accordance with  Section
1.409A-3(i)((5)(vi) of the Treasury Regulations, or (iii) a change in the
ownership of a substantial portion of the assets of the Corporation, as
determined in accordance with  Section 1.409A-3(i)((5)(vii) of the
Treasury Regulations.

       

      Y. Separation
from Service shall mean the Participant’s cessation of Employee status by
reason of his or her death, retirement or termination of
employment.  The Participant shall be deemed to have terminated
employment for such purpose at such time as the level of his or her bona fide
services to be performed as an Employee (or as a consultant or independent
contractor) permanently decreases to a level that is less than fifty percent
(50%) of the average level of services he or she rendered as an Employee during
the immediately preceding thirty-six (36) months (or such shorter period for
which he or she may have rendered such services).  Solely for purposes
of determining when a Separation from Service occurs, Participant will be deemed
to continue in “Employee” status for so long as he or she remains in the employ
of one or more members of the Employer Group, subject to the control and
direction of the employer entity as to both the work to be performed and the
manner and method of performance. “Employer Group” means the Corporation and any
Parent or Subsidiary and any other corporation or business controlled by,
controlling or under common control with, the Corporation, as determined in
accordance with Sections 414(b) and (c) of the Code and the Treasury Regulations
thereunder, except that in applying Sections 1563(1), (2) and (3) of the Code
for purposes of determining the controlled group of corporations under Section
414(b), the phrase “at least 50 percent” shall be used instead of “at least 80
percent” each place the latter phrase appears in such sections and in applying
Section 1.414(c)-2 of the Treasury Regulations for purposes of determining
trades or businesses that are under common control for purposes of Section
414(c), the phrase “at least 50 percent” shall be used instead of “at least 80
percent” each place the latter phrase appears in Section  1.4.14(c)-2
of the Treasury Regulations.  Any such determination as to Separation
from Service, however, shall be made in accordance with the applicable standards
of the Treasury Regulations issued under Section 409A of the Code.

       

      Z. Service
shall mean Participant’s performance of services for the Corporation (or any
Parent or Subsidiary) in the capacity of an Employee, a non-employee member of
the board of directors or a consultant or independent advisor. For purposes of
this Agreement, Participant shall be deemed to cease Service immediately upon
the occurrence of the either of the following events: (i) Participant no longer
performs services in any of the foregoing capacities for the Corporation (or any
Parent or Subsidiary) or (ii) the entity for which Participant performs such
services ceases to remain a Parent or Subsidiary of the Corporation, even though
Participant may subsequently continue to perform services for that entity.
Service as an Employee shall not be deemed to cease during a period of military
leave, sick leave or other personal leave approved by the Corporation; provided,
however, that the following special provisions shall be in effect for any
such leave:

       

      (i) Should
the period of such leave (other than a disability leave) exceed six (6) months,
then Participant shall be deemed to cease Service and to incur a Separation from
Service upon the expiration of the initial six (6)-month period of that leave,
unless Participant retains a right to re-employment under applicable law or by
contract with the Corporation (or any Parent or Subsidiary).

       

      (ii) Should
the period of a disability leave exceed twenty-nine (29) months, then
Participant shall be deemed to cease Service and to incur a Separation from
Service upon the expiration of the initial twenty-nine (29)-month period of that
leave, unless Participant retains a right to re-employment under applicable law
or by contract with the Corporation (or any Parent or
Subsidiary).   For such purpose, a disability leave shall be a
leave of absence due to any medically determinable physical or mental impairment
that can be expected to result in death or to last for a continuous period of
not less than six (6) months and causes Participant to be unable to perform the
duties of his or her position of employment with the Corporation (or any Parent
or Subsidiary) or any substantially similar position of employment.

       

      (iii) Except to
the extent otherwise required by law or expressly authorized by the Plan
Administrator or by the Corporation’s written policy on leaves of absence, no
Service credit shall be given for vesting purposes for any period Participant is
on a leave of absence.

       

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

       

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

       

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