ex-10_2.htm


    
      

    


    Exhibit
10.2

    

    


    


    AETNA
INC.

    2000
STOCK INCENTIVE PLAN

    


    RESTRICTED
STOCK UNIT TERMS OF AWARD

    


    


    Pursuant
to its 2000 Stock Incentive Plan (the “Plan”), Aetna Inc. (the “Company”) hereby
grants Restricted Stock Units on the terms and conditions hereinafter set
forth.  The number of Restricted Stock Units awarded and vesting
information are included in the website of the designated broker, currently UBS
Financial Services, Inc., and in the Notice of the Restricted Stock Unit
Acknowledgement and Acceptance Form.  All capitalized terms used
herein which are not otherwise defined herein shall have the meaning specified
in the Plan.

    


     

    


    ARTICLE
I

    


    DEFINITIONS

    


    
      	
              (a)

            	
              “Affiliate”
      means an entity at least a majority of the total voting power of the
      then-outstanding voting securities of which is held, directly or
      indirectly, by the Company and/or one or more other
      Affiliates.

            


    

    


    
      	
              (b)

            	
              “Board”
      means the Board of Directors of Aetna
Inc.

            


    

     

    
      
        	
                (c)

              	
                “Change
      in Control” means the happening of any of the
  following:

              


      

       

    

    
      	
               
      

            	
              (i)

            	
              When
      any “person” as defined in Section 3(a)(9) of the Securities Exchange Act
      of 1934, as amended (the "Exchange Act") and as used in Sections 13(d) and
      14(d) thereof, including a "group" as defined in Section 13(d) of the
      Exchange Act but excluding the Company and any Subsidiary thereof and any
      employee benefit plan sponsored or maintained by the Company or any
      Subsidiary (including any trustee of such plan acting as trustee),
      directly or indirectly, becomes the "beneficial owner" (as defined in Rule
      13d-3 under the Exchange Act, as amended from time to time), of securities
      of the Company representing 20 percent or more of the combined voting
      power of the Company's then outstanding
  securities;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              When,
      during any period of 24 consecutive months, the individuals who, at the
      beginning of such period, constitute the Board (the “Incumbent Directors”)
      cease for any reason other than death to constitute at least a majority
      thereof, provided that a director
      who was not a director at the beginning of such 24-month period shall be
      deemed to have satisfied such 24-month requirement (and be an Incumbent
      Director) if such director was elected by, or on the recommendation of or
      with the approval of, at least two-thirds of the
  

            


    

     

    
 

    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      
        	
                 
      

              	
                 

              	
                directors
      who then qualified as Incumbent Directors either actually (because they
      were directors at the beginning of such 24-month period) or by prior
      operation of this paragraph (ii);
or

              


      

       

    

    
      	
               
      

            	
              (iii)

            	
              The
      occurrence of a transaction requiring stockholder approval for the
      acquisition of the Company by an entity other than the Company or a
      Subsidiary through purchase of assets, or by merger, or
      otherwise.

            


    

     

    
      
        
          	
                   
      

                	
                   

                	
                  
                    Notwithstanding
      the foregoing, in no event shall a “Change in Control” be deemed to have
      occurred (i) as a result of the formation of a Holding Company, or (ii)
      with respect to Grantee, if Grantee is part of a “group,” within the
      meaning of Section 13(d)(3) of the Exchange Act as in effect on the
      effective date, which consummates the Change in Control
      transaction.  In addition, for purposes of the definition of
      “Change in Control” a person engaged in business as an underwriter of
      securities shall not be deemed to be the “Beneficial Owner” of, or to
      “beneficially own,” any securities acquired through such person’s
      participation in good faith in a firm commitment underwriting until the
      expiration of forty days after the date of such
      acquisition.

                  

                


        

         

      

    

    
      	
              (d)

            	
              “Committee”
      means the Board’s Committee on Compensation and Organization or any
      successor thereto.

            


    

    


    
      	
              (e)

            	
              “Common
      Stock” means the Company’s Common Shares, $.01 par value per
      share.

            


    

    


    
      	
              (f)

            	
              “Company”
      means Aetna Inc.

            


    

    


    
      	
              (g)

            	
              “Effective
      Date” means the date of grant of this award of Restricted Stock
      Units.

            


    

    


    
      	
              (h)

            	
              “Fair
      Market Value” means the closing price of the Common Stock as reported by
      the Consolidated Tape of the New York Stock Exchange Listed Shares on the
      date such value is to be determined, or, if no shares were traded on such
      date, on the next day on which the Common Stock is
  traded.

            


    

    


    
      	
              (i)

            	
              “Fundamental
      Corporate Event” shall mean any stock dividend, extraordinary cash
      dividend, recapitalization, reorganization, merger, consolidation,
      split-up, spin-off, combination, exchange of shares, warrants or rights
      offering to purchase Common Stock at a price substantially below fair
      market value, or similar event.

            


    

    


    
      	
              (j)

            	
              “Grantee”
      means the person to whom this award has been
  granted.

            


    

    


    
      	
              (k)

            	
              “Holding
      Company” means an entity that becomes a holding company for the Company or
      its businesses as a part of any reorganization, merger, consolidation or
      other transaction, provided that the outstanding shares of common stock of
      such entity and the combined voting power of the then outstanding voting
      securities of such entity entitled to vote generally in the election of
      directors is, immediately after such reorganization, merger, consolidation
      or other transaction, beneficially owned, directly or indirectly, by all
      or substantially all of the individuals and entities who were the
      beneficial owners, respectively, of the voting stock outstanding
      immediately prior to such reorganization, merger, consolidation or other
      transaction in substantially the same


            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    
      


      
        	
                 

              	
                proportions
      as their ownership, immediately prior to such reorganization, merger,
      consolidation or other transaction, of such outstanding voting
      stock.

              


      



    
      	
              (l)

            	
              “Long
      Term Disability” means long-term disability as defined under the terms of
      the Company's applicable long-term disability plans or
      policies.

            


    

    


    
      	
              (m)

            	
              “Net
      Shares” means the number of shares of Common Stock which will be deposited
      in a brokerage account in the Grantee’s name at the Company’s designated
      broker after shares have been withheld to satisfy applicable tax and
      withholding requirements upon vesting of the Restricted Stock
      Units.

            


    

    


    
      	
              (n)

            	
              “Plan”
      means the Aetna Inc. 2000 Stock Incentive
Plan.

            


    

    


    
      	
              (o)

            	
              “Restricted
      Period” means the period during which this award of Restricted Stock Units
      is not vested.

            


    

    


    
      	
              (p)

            	
              “Restricted
      Stock Units” means the number of shares of Common Stock represented by the
      number of units awarded or such other amount as may result by operation of
      Article III of this Agreement.

            


    

    


    
      	
              (q)

            	
              “Retirement”
      means the termination of employment of a Grantee from active service with
      the Company, a Subsidiary or Affiliate provided the Grantee’s age and
      completed years of service total 65 or more points at termination of
      employment.

            


    

    


    
      	
              (r)

            	
              “Shares
      of Stock” or “Stock” means the Common
Stock.

            


    

    


    
      	
              (s)

            	
              “Subsidiary”
      means an entity of which, at the time such subsidiary status is to be
      determined, at least 50% of the total combined voting power of all classes
      of stock of such entity is held by the Company and/or one or more other
      subsidiaries.

            


    

    


    
      	
              (t)

            	
              “Successor”
      means the legal representative of the estate of a deceased Grantee or the
      person or persons who shall acquire the right to the Restricted Stock
      Units by bequest or inheritance or by reason of the death of the
      Grantee.

            


    

    


    
      	
              (u)

            	
              “Vest
      Date” means the date on which this award of Restricted Stock Units shall
      vest in accordance with the terms of this Agreement and as set forth on
      the website of the designated broker and in the Notice of Restricted Stock
      Unit Grant, if applicable.

            


    

    


    


    ARTICLE
II

    


    RESTRICTED
PERIOD

    


    Subject
to the terms of this Agreement, the Restricted Stock Units will vest in
Installments, as of the Vest Date in accordance with the terms of the Plan and
this Terms of Award Agreement, or on such earlier date as provided in Article IV
or V.  On the Vest Date, the Grantee shall vest to one share of Common
Stock for each vested Restricted Stock Unit net of applicable taxes and
withholding. Such 

      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

     

    Net
Shares will be delivered to the Company’s designated broker, in a brokerage
account established in the Grantee’s name, as soon as administratively possible
after the Vest Date.

     

    Any
social security calculation or other adjustments discovered after the payment of
Net Shares will be settled in cash not in Common Stock.

    


    


    ARTICLE
III

    


    CAPITAL
CHANGES

    


    In the
event that the Committee shall determine that any Fundamental Corporate Event
affects the Common Stock such that an adjustment is required to preserve, or to
prevent enlargement of, the benefits or potential benefits made available under
this Plan, then the Committee shall, in such manner as the Committee may deem
equitable, adjust the number and kind of shares subject to the award of
Restricted Stock Units.  Additionally, the Committee may make
provision for cash payment to a Grantee or the Successor of the
Grantee.  However, the number of Restricted Stock Units shall always
be a whole number.

    


    


    ARTICLE
IV

    


    CHANGE
IN CONTROL

    


    Upon the
occurrence of a Change in Control, the Restricted Stock Units shall become
immediately vested.

    


    


    ARTICLE
V

    


    TERMINATION
OF EMPLOYMENT

    


    


    
      	
              (a)

            	
              Except
      as provided in (e) below, if the Grantee shall die or begin to receive
      Long Term Disability benefits during the Restricted Period, the unvested
      Restricted Stock Units shall become immediately vested and Net Shares, if
      any, will be deposited with the Company’s designated broker in a brokerage
      account established in Grantee’s name, as soon as administratively
      possible.

            


    

    
      	
               
      

            	 


    

    
      	
              (b)

            	
              Except
      as provided in (e) below, if, during the restricted period, Grantee shall
      cease to be employed by the Company, its Subsidiaries or Affiliates during
      the Restricted Period, for reason of Retirement or involuntary termination
      of employment by the Company, a portion of the Restricted Stock Units
      shall vest in accordance with the following formula:  (i) the
      number of completed months employed after the Effective Date divided by
      the number of full months in the restricted period; multiplied by (ii)
      number of Restricted Stock Units, minus any vested Restricted Stock
      Units.   For purposes of this calculation, a month is
      complete on the day in the following month that corresponds to the
      Effective Date (e.g., February 9 to March 9).  Net shares, if
      any, will be deposited with the Company’s designated broker in a brokerage
      account established in Grantee’s name, as soon as administratively
      possible.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    


    
      	
              (c)

            	
              Except
      as provided in (d) and (e) below, if the Grantee shall, for a reason other
      than death, Long-Term Disability, Retirement or involuntary termination of
      employment by the Company, cease to be employed by the Company, its
      Subsidiaries or Affiliates during the Restricted Period, any unvested
      Restricted Stock Units shall be forfeited at the time of cessation of
      employment.

            


    

    
      	
               
      

            	 


    

    
      	
              (d)

            	
              Except
      as provided in (a) or (b) above, any Restricted Stock Unit not vested as
      of the date Grantee terminates employment shall be forfeited at the time
      of cessation of employment; provided, however, that if Grantee’s
      employment is terminated by the Company other than for cause and Grantee
      has not previously, or does not subsequently, vest to any portion of the
      Restricted Stock Unit in accordance with its terms, then upon the
      forfeiture of the entire Restricted Stock Unit, the Company will pay
      Grantee an amount equal to the value of a single share of Common Stock,
      whether or not the forfeited Restricted Stock Unit related to more than a
      single share of Common Stock, calculated as of the cessation of
      employment, if requested by Grantee, within 30 days of such cessation of
      employment.

            


    

    
      	
               
      

            	 


    

    
      	
              (e)

            	
              No
      Restricted Stock Unit will vest after the Company has terminated the
      employment of the Grantee for cause, unless the Committee, in its sole
      discretion, deems a payment to be warranted under the particular
      circumstances. In addition, the Restricted Stock Units will not vest if
      Grantee has willfully engaged in gross misconduct or other serious
      impropriety which the Company determines is likely to be damaging or
      detrimental to the Company, any Subsidiary or
  Affiliate.

            


    

    
      	
               
      

            	 


    

    
      	
              (f)

            	
              Employment
      for purposes of determining the vesting rights of the Grantee and the
      expiration of the grant  under this Article V shall mean
      continuous full-time salaried employment with the Company, a Subsidiary or
      an Affiliate, except that the period during which the Grantee is on
      vacation, sick leave, or other pre-approved leave of absence (provided
      there is no actual termination of employment), or in receipt of salary
      continuation or severance pay shall not interrupt the continuous
      employment of the Grantee.

            


    

    
      	
               
      

            	 


    

    


    ARTICLE
VI

    


    EMPLOYEE
COVENANTS

    


    
      	
              (a)

            	
              As
      consideration for this grant of Restricted Stock Units, without prior
      written consent of the Company:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Grantee
      will not (except to the extent required by an order of a court having
      competent jurisdiction or under subpoena from an appropriate government
      agency) use or disclose to any third person, whether during or subsequent
      to Grantee’s employment, any trade secrets, confidential information and
      proprietary materials, which may include, but are not limited to, the
      following categories of information and materials: customer lists and
      identities; provider lists and identities; employee lists and identities;
      product development and related information; marketing plans and related
      information; sales plans and related information; premium or other pricing
      information; operating policies and manuals; research; payment rates;
      methodologies; procedures; contractual forms; business plans; financial
      records; computer programs; database; or other financial, commercial,
      business or technical information related to the Company or any Subsidiary
      or Affiliate unless such information has been previously disclosed to the
      public by the Company or has become public
  knowledge 

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      
        	
                 
      

              	
                 

              	
                other
      than by a breach of this Agreement; provided, however, that this
      limitation shall not apply to any such use or disclosure made while
      Grantee is employed by the Company, any Subsidiary or Affiliate if such
      disclosure occurred in connection with the performance of Grantee’s job as
      an employee of the Company, any Subsidiary or
  Affiliate;

              




    

    
      	
               
      

            	
              (ii)

            	
              Grantee
      will not, during and for a period of twelve (12) months following
      Grantee’s termination of employment, directly or indirectly, (a) engage in
      the ownership (except less than 1% of the outstanding capital stock of any
      publicly traded company) of, (b) become an employee of, or (c) act as a
      consultant or contractor to, any competitor of the Company engaged in
      health care business (“Competitor”).  For purposes of this
      paragraph VI(a)(ii) “Competitor” shall mean the four companies (and their
      respective subsidiaries and affiliates) on a list provided by the Company
      to Grantee (the “Specified Entities”).  The initial list of
      Specified Entities shall be provided simultaneously with execution of this
      Agreement.  The Specified Entities may be changed by the Company
      from time to time (but shall never be more than four) by delivering a new
      list to Grantee, provided that any change in the list delivered to Grantee
      within 90 days prior to or at any time after Grantee’s termination of
      employment with the Company shall be null and
      void.  Notwithstanding, if Grantee’s employment is terminated by
      the Company, other than for cause, the length of the noncompetition
      covenant in this paragraph shall not exceed the length of the severance or
      salary continuation benefits paid by the Company to
    Grantee.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Grantee
      will not, during and for a period of 24 months following Grantee’s
      termination of Employment, directly or indirectly induce or attempt to
      induce any employee to be employed by or to perform services
      elsewhere;

            


    

    
      	
               
      

            	 


    

    
      	
               
      

            	
              (iv)

            	
              Grantee
      will not, during and for a period of 24 months following Grantee's
      termination of Employment, directly or indirectly, induce or attempt to
      induce any agent or agency, broker, supplier or health care provider of
      the Company or any Subsidiary to cease or curtail providing services to
      the Company or any Subsidiary; and

            


    

    


    
      	
               
      

            	
              (v)

            	
              Grantee
      will not, during and for a period of 24 months following Grantee’s
      termination of Employment, directly or indirectly solicit or attempt to
      solicit the trade of any individual or entity which, at the time of such
      solicitation, is a customer of the Company, any Subsidiary or Affiliate,
      or which the Company, any Subsidiary or Affiliate is undertaking
      reasonable steps to procure as a customer at the time of or immediately
      preceding termination of Employment; provided, however, that this
      limitation shall only apply to any product or service which is in
      competition with a product or service of the Company, any Subsidiary or
      Affiliate and shall apply only with respect to a customer or prospective
      customer with whom the Grantee has been directly or indirectly
      involved.

            


    

    


    
      	
               
      

            	
              In
      addition:

            


    

    


    
      	
               
      

            	
              (vi)

            	
              Following
      the termination of Grantee’s Employment, Grantee shall provide assistance
      to and shall cooperate with the Company or a Subsidiary or Affiliate, upon
      its reasonable request and without additional compensation, with respect
      to matters within the scope of Grantee’s duties and responsibilities
      during Employment, provided that any reasonable out-of-pocket expenses
      Grantee incurs in connection with any assistance Grantee has been
      requested to provide under this provision for items including, but not
      limited to, transportation, meals,


            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      


      
        	
                 
      

              	
                 

              	
                lodging
      and telephone, shall be reimbursed by the Company.  The Company
      agrees and acknowledges that it shall, to the maximum extent possible
      under the then prevailing circumstances, coordinate, or cause a Subsidiary
      or Affiliate to coordinate, any such request with Grantee’s other
      commitments and responsibilities to minimize the degree to which such
      request interferes with such commitments and responsibilities;
      and

              


      



    
      	
               
      

            	
              (vii)

            	
              Grantee
      shall promptly notify the Company’s General Counsel if Grantee is
      contacted by a regulatory or self-regulatory agency with respect to
      matters pertaining to the Company or by an attorney or other individual
      who informs the Grantee that he/she has filed, intends to file, or is
      considering filing a claim or complaint against the
    Company.

            


    

    


    
      	
               
      

            	
              (viii)

            	
              Grantee
      acknowledges that all original works of authorship that are created by
      Grantee (solely or jointly with others) within the scope of Grantee’s
      employment which are protectable by copyright are “works made for hire” as
      that term is defined in the United States Copyright Act (17 U.S.C.,
      Section 101).  Grantee further acknowledges that while employed
      by the Company, Grantee may develop ideas, inventions, discoveries,
      innovations, procedures, methods, know-how or other works which relate to
      the Company’s current or are reasonably expected to relate to the
      Company’s future business that may be patentable or subject to trade
      secret protection.  Grantee agrees that all such works of
      authorship, ideas, inventions, discoveries, innovations, procedures,
      methods, know-how and other works shall belong exclusively to the Company,
      and the Grantee hereby assigns all right, title, and interest therein to
      the Company.

            


    

     

    
      
        	
                 
      

              	
                 

              	
                To
      the extent any of the foregoing works may be patentable, Grantee agrees
      that the Company may file and prosecute any application for patents for
      such works and that the Grantee will, on request, execute assignments to
      the Company relating to (and take all such further steps as may be
      reasonably necessary to perfect the Company’s sole and exclusive ownership
      of) any such application and any patents resulting
    therefrom.

              


      

       

    

    
      	
              (b)

            	
              If
      any provision of Article VI (a) is determined by a court of competent
      jurisdiction not to be enforceable in the manner set forth herein, the
      Company and Grantee agree that it is the intention of the parties that
      such provision should be enforceable to the maximum extent possible under
      applicable law and that such court shall reform such provision to make it
      enforceable in accordance with the intent of the
  parties.

            


    

    


    
      	
              (c)

            	
              Grantee
      acknowledges that a material part of the inducement for the Company to
      grant the Restricted Stock Units is Grantee’s covenants set forth in
      Article VI (a) and that the covenants and obligations of Grantee with
      respect to noncompetition, nondisclosure, non-solicitation and cooperation
      relate to special, unique and extraordinary matters and that a violation
      of any of the terms of such covenants and obligations will cause the
      Company irreparable injury for which adequate remedies are not available
      at law.  Therefore, Grantee agrees that, if Grantee shall breach
      any of those covenants or obligations, Grantee shall not be entitled to
      vest in the Restricted Stock or be entitled to retain any income therefrom
      and the Company shall be entitled to an injunction, restraining order or
      such other equitable relief (without the requirement to post bond)
      restraining Grantee from committing any violation of the covenants and
      obligations contained in Article VI.  The remedies in the
      preceding sentence are cumulative and are in addition to any other rights
      and remedies the Company may have at law or in equity as a court or
      arbitrator shall reasonably
determine.

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    


    
      	
              (d)

            	
              Employment
      Dispute Arbitration Program - Mandatory Binding
      Arbitration of Employment
Disputes.

            


    

    


    
      	
               
      

            	
              (i)

            	
              Except
      as otherwise specified in this Agreement, the Grantee and the Company
      agree that all employment-related legal disputes between them will be
      submitted to and resolved by binding arbitration, and neither the Grantee
      nor the Company will file or participate as an individual party or member
      of a class in a lawsuit in any court against the other with respect to
      such matters.  This shall apply to claims brought on or after
      the date the Grantee accepts this Agreement, even if the facts and
      circumstances relating to the claim occurred prior to that date and
      regardless of whether the Grantee or the Company previously filed a
      complaint/charge with a government agency concerning the
      claim.

            


    

     

    
      
        	
                 
      

              	
                 

              	
                For
      purposes of Article VI (d) of this Agreement, “the Company” includes Aetna
      Inc., its Subsidiaries and Affiliates, their predecessors, successors and
      assigns, and those acting as representatives or agents of those
      entities.  THE GRANTEE UNDERSTANDS THAT, WITH RESPECT TO CLAIMS
      SUBJECT TO THE ARBITRATION REQUIREMENT, ARBITRATION REPLACES THE RIGHT OF
      THE GRANTEE AND THE COMPANY TO SUE OR PARTICIPATE IN A
      LAWSUIT.  THE GRANTEE ALSO UNDERSTANDS THAT IN ARBITRATION, A
      DISPUTE IS RESOLVED BY AN ARBITRATOR INSTEAD OF A JUDGE OR JURY, AND THE
      DECISION OF THE ARBITRATOR IS FINAL AND
BINDING.

              


      

       

    

    
      	
               
      

            	
              (ii)

            	
              THE
      GRANTEE UNDERSTANDS THAT THE ARBITRATION PROVISIONS OF THIS AGREEMENT
      AFFECT THE LEGAL RIGHTS OF THE GRANTEE AND THE COMPANY AND ACKNOWLEDGES
      THAT THE GRANTEE HAS BEEN ADVISED TO, AND HAS BEEN GIVEN THE OPPORTUNITY
      TO, OBTAIN LEGAL ADVICE BEFORE SIGNING THIS
  AGREEMENT.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Article
      VI (d) of this Agreement does not apply to workers’ compensation claims,
      unemployment compensation claims, and claims under the Employee Retirement
      Income Security Act of 1974 (“ERISA”) for employee benefits.  A
      dispute as to whether Article VI (d) of this Agreement applies must be
      submitted to the binding arbitration process set forth in this
      Agreement.

            


    

    


    
      	
               
      

            	
              (iv)

            	
              The
      Grantee and/or the Company may seek emergency or temporary injunctive
      relief from a court (including with respect to claims arising out of
      Article VI (a) in accordance with applicable law).  However,
      except as provided in Article VI (c) of this Agreement, after the court
      has issued a ruling concerning the emergency or temporary injunctive
      relief, the Grantee and the Company shall be required to submit the
      dispute to binding arbitration pursuant to this
  Agreement.

            


    

    


    
      	
               
      

            	
              (v)

            	
              Unless
      otherwise agreed, the arbitration will be administered by the American
      Arbitration Association (the “AAA”) and will be conducted pursuant to the
      AAA’s Employment Arbitration Rules and Mediation Procedures (the “Rules”),
      as modified in this Agreement, in effect at the time the request for
      arbitration is filed.  The AAA’s Rules are available on the
      AAA’s website at www.adr.org.
      THE GRANTEE ACKNOWLEDGES THAT THE COMPANY HAS ENCOURAGED THE GRANTEE TO
      READ THESE RULES 

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    
      
        	
                 
      

              	
                 

              	
                PROMPTLY
      AND CAREFULLY AND THAT THE GRANTEE HAS BEEN AFFORDED SUFFICIENT
      OPPORTUNITY TO DO SO.

              


      



    
      	
               
      

            	
              (vi)

            	
              If
      the Company initiates a request for arbitration, the Company will pay all
      of the administrative fees and costs charged by the AAA, including the
      arbitrator’s compensation and charges for hearing room rentals,
      etc.  If the Grantee initiates a request for arbitration or
      submits a counterclaim to the Company’s request for arbitration, the
      Grantee shall be required to contribute One Hundred Dollars ($100.00) to
      those administrative fees and costs, payable to the AAA at the time the
      Grantee's request for arbitration or counterclaim is
      submitted.  The Company may increase the contribution amount in
      the future without amending this Agreement, but not to exceed the maximum
      permitted under the AAA rules then in effect. In all cases, the Grantee
      and the Company shall be responsible for payment of any fees assessed by
      the arbitrator as a result of that party’s delay, request for
      postponement, failure to comply with the arbitrator’s rulings and for
      other similar reasons.

            


    

    


    
      	
               
      

            	
              (vii)

            	
              The
      Grantee and the Company may choose to be represented by legal counsel in
      the arbitration process and shall be responsible for their own legal fees,
      expenses and costs.  However, the arbitrator shall have the same
      authority as a court to order the Grantee or the Company to pay some or
      all of the other’s legal fees, expenses and costs, in accordance with
      applicable law.

            


    

    


    
      	
               
      

            	
              (viii)

            	
              Unless
      otherwise agreed, there shall be a single arbitrator, selected by the
      Grantee and the Company from a list of qualified neutrals furnished by the
      AAA.  If the Grantee and the Company cannot agree on an
      arbitrator, one will be selected by the
AAA.

            


    

    


    
      	
               
      

            	
              (ix)

            	
              Unless
      otherwise agreed, the arbitration hearing will take place in the city
      where the Grantee works or last worked for the Company.  If the
      Grantee and the Company disagree as to the proper locale, the AAA will
      decide.

            


    

    


    
      	
               
      

            	
              (x)

            	
              The
      Grantee and the Company shall be entitled to conduct limited pre-hearing
      discovery.  Each may take the deposition of one person and
      anyone designated by the other as an expert witness.  The party
      taking the deposition shall be responsible for all associated costs, such
      as the cost of a court reporter and the cost of an original
      transcript.  Each party also has the right to submit one set of
      ten written questions (including subparts) to the other party, which must
      be answered under oath, and to request and obtain all documents on which
      the other party relies in support of its answers to the written
      questions.  Additional discovery may be permitted by the
      arbitrator upon a showing that it is necessary for that party to have a
      fair opportunity to present a claim or
defense.

            


    

    


    
      	
               
      

            	
              (xi)

            	
              The
      arbitrator shall apply the same substantive law that would apply if the
      matter were heard by a court and shall have the authority to order the
      same remedies (but no others) as would be available in a court
      proceeding.  The time limits for requesting arbitration or
      submitting a counterclaim and the administrative prerequisites for filing
      an arbitration claim or counterclaim are the same as they would be in a
      court proceeding.  The arbitrator shall consider and decide any
      dispositive motions (motions seeking a decision on some or all of the
      claims or counterclaims without an arbitration hearing) filed by any
      party.

            


    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              (xii)

            	
              All
      proceedings, including the arbitration hearing and decision, are private
      and confidential, unless otherwise required by law.  Arbitration
      decisions may not be published or publicized without the consent of both
      the Grantee and the Company.

            


    

     

    
      
        	
                 
      

              	
                (xiii)

              	
                Unless
      otherwise agreed, the arbitrator’s decision will be in writing with a
      brief summary of the arbitrator’s
opinion.

              


      

       

    

    
      	
               
      

            	
              (xiv)

            	
              The
      arbitrator’s decision is final and binding on the Grantee and the
      Company.  After the arbitrator’s decision is issued, the Grantee
      or the Company may obtain an order of judgment from a court and may obtain
      a court order enforcing the decision.  The arbitrator’s decision
      may be appealed to the courts only under the limited circumstances
      provided by law.

            


    

    


    
      	
               
      

            	
              (xv)

            	
              If
      the Grantee previously signed an agreement, including but not limited to
      an employment agreement, containing arbitration provisions, those
      provisions are superseded by the arbitration provisions of this
      Agreement.

            


    

    


    
      	
               
      

            	
              (xvi)

            	
              If
      any provision of Article VI (d) is found to be void or otherwise
      unenforceable, in whole or in part, this shall not affect the validity of
      the remainder of Article VI (d) and the remainder of the
      Agreement.  All other provisions shall remain in full force and
      effect.

            


    

    


    For
purposes of this Article VI, the term “Employment” shall refer to active
employment with the Company, any Subsidiary or Affiliate, and shall not include salary
continuation or severance periods.

    


    


    ARTICLE
VII

    


    OTHER
TERMS

    


    
      	
              (a)

            	
              Nothing
      in this Agreement shall interfere with or limit in any way the right of
      the Company or any Subsidiary or Affiliate to terminate the Grantee’s
      employment at any time.  Neither the execution and delivery
      hereof nor the granting of the Award shall constitute or be evidence of
      any agreement or understanding, express or implied, on the part of the
      Company or any of its Subsidiaries to employ or continue the employment of
      the Grantee for any period.

            


    

    


    
      	
              (b)

            	
              Until
      the Restricted Stock Units have become vested, Grantee shall not have any
      rights as a stockholder (including the right to payment of dividends) by
      virtue of this grant of Restricted Stock
Units.

            


    

    


    
      	
              (c)

            	
              During
      the Restricted Period, the Restricted Stock Units shall be nontransferable
      and non-assignable except by will or the laws of descent and
      distribution.

            


    

    


    
      	
              (d)

            	
              The
      award, when vested, will be settled on a net basis.  Prior to
      issuing any Common Shares, the Company will withhold an amount sufficient
      to satisfy federal, state, local, social security and Medicare withholding
      tax requirements relating to award.  Any social security
      calculation or other adjustments discovered after net share payment will
      be settled in cash, not in Shares of Common Stock.  Vesting will
      result in taxable compensation reportable on the Grantee’s W-2 in year of
      vesting.

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    


    
      	
              (e)

            	
              This
      Restricted Stock Unit is an unfunded obligation of the Company and nothing
      in this Agreement shall be construed to create any claim against
      particular assets or require the Company to segregate or otherwise set
      aside any assets or create any fund to meet its obligations
      hereunder.

            


    

    


    
      	
              (f)

            	
              Anything
      herein to the contrary notwithstanding, a Grantee whose Restricted Stock
      Units have been forfeited as a result of termination of employment due to
      U.S. Military Service and who is later re-employed (in a full-time active
      status) after discharge within the time period set in 38 U.S.C. Section
      4312 will be eligible to have the forfeited Restricted Stock Units
      reinstated as follows: (i) if such Grantee is re-employed during the
      Restricted Period, all forfeited Restricted Stock Units shall be
      reinstated; or (ii) if such Grantee is re-employed after the Restricted
      Period, a cash payment will be made to the Grantee, minus applicable
      taxes, for the value of the forfeited Restricted Stock Units on the Vest
      Date pursuant to procedures established by the Company for this
      purpose.

            


    

    


    
      	
              (g)

            	
              If
      any provision of this Agreement would cause Grantee to incur any
      additional tax or interest under Section 409A of the Internal Revenue
      Code, the Company may reform such provision to comply with Section 409A of
      the Internal Revenue Code.

            


    

    


    
      	
              (h)

            	
              If
      the Company reasonably anticipates that the Company’s tax deduction with
      respect to the payment upon vesting of the Restricted Stock Units would be
      limited or eliminated by application of Section 162(m) of the Internal
      Revenue Code, the Company may elect to delay the payment of such
      Restricted Stock Units to the earliest date in which the Company
      anticipates that its tax deduction for such payment will not be limited or
      eliminated.

            


    

    


    
      	
              (i)

            	
              This
      Agreement is subject to the 2000 Stock Incentive Plan heretofore adopted
      by the Company and approved by its shareholders.  The terms and
      provisions of the Plan (including any subsequent amendments thereto) are
      hereby incorporated herein by reference.  In the event of a
      conflict between any term or provision contained herein and a term or
      provision of the Plan, the applicable terms and provisions of the Plan
      will govern and prevail.

            


    

    


    
      	
              (j)

            	
              Voluntary
      Deferral.  At such times and upon such terms and conditions as
      the Company shall determine, the Company may permit eligible Grantees to
      elect to defer the distribution of an Award otherwise payable to the
      Grantee under this Agreement until termination of the Grantee’s Employment
      or such other date Company shall
permit.

            


    

    


     

    
      
         


      

      
        11