ex1087.htm


    

      Exhibit
10.87

      


      Chordiant
Software, Inc.

      


      AMENDED
AND RESTATED 1999 NON-EMPLOYEE

      DIRECTORS’
STOCK OPTION PLAN

      


      Restricted
Stock Award Grant Notice

       

      Chordiant
Software, Inc. (the “Company”),
pursuant to its 1999 Amended and Restated Non-Employee Directors’ Stock Option
Plan (the “Plan”),
hereby awards to Participant the award of shares of restricted stock of the
Company (the “Award”)
set forth below.  This Award is subject to all of the terms and
conditions as set forth herein and in the Restricted Stock Award Agreement (the
“Award
Agreement”) and the Plan, all of which are attached hereto and
incorporated herein in their entirety.  Unless otherwise defined
herein, capitalized terms shall have the meanings set forth in the
Plan.  In the event of any conflict between the terms in the Award and
the Plan, the terms of the Plan shall control.

       

      


       

      
        	
                Participant:

              	 
      
	
                Date
      of Grant:

              	 
      
	
                Vesting
      Commencement Date:

              	
                Date
      of Grant

              
	
                Number
      of Shares Subject to Award:

              	
                [           ]
      shares of Common Stock

              
	
                Consideration:

              	
                Participant’s
      past services

              


      

      


       

      Vesting
Schedule:   Subject to the Participant’s Continuous
Service, this Award shall vest in full on the earlier of (a) the first
anniversary of the most recent Annual Meeting and (b) the date of the first
Annual Meeting following the Date of Grant.

       

      Additional
Terms/Acknowledgements:  The undersigned Participant acknowledges
receipt of, and understands and agrees to, this Award Grant Notice, the Award
Agreement and the Plan (collectively, the “Award Documents”) and has received
the Plan prospectus.  Participant further acknowledges that as of the
Date of Grant, the Award Documents set forth the entire understanding between
Participant and the Company with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the Company
and Participant with respect to the subject matter hereof.

       

      
        	
                Chordiant
      Software, Inc.

              	 
      	
                Participant:

              
	 
      	 
      	 
      	 
      
	
                By:

              	 
      	 
      	 
      
	 
      	
                Signature

              	 
      	
                Signature

              
	 
      	 
      	 
      	 
      
	
                Title:

              	 
      	 
      	
                Date:

              	 
      
	 
      	 
      	 
      	 
      	 
      
	
                Date:

              	 
      	 
      	 
      	 
      


      

      


       

      
        	
                Attachments:

              	
                Restricted
      Stock Award Agreement, 1999 Amended and Restated Non-Employee Directors’
      Stock Option Plan

              


      


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                Attachment
      I

              


      

       

      Chordiant
Software, Inc.

      


      AMENDED
AND RESTATED 1999 NON-EMPLOYEE

      DIRECTORS’
STOCK OPTION PLAN

      


      Restricted
Stock Award Agreement

       

      Pursuant
to the Restricted Stock Award Grant Notice (the “Grant
Notice”) and this Restricted Stock Award Agreement (“Award
Agreement”), Chordiant Software, Inc. (the “Company”)
has awarded you, pursuant to its 1999 Amended and Restated Non-Employee
Directors’ Stock Option Plan (the “Plan”),
the Award as indicated in the Grant Notice.  Unless otherwise defined
herein or in the Grant Notice, capitalized terms shall have the meanings set
forth in the Plan.

       

      The
details of your Award, in addition to those set forth in the Grant Notice and
the Plan, are as follows.

       

      1. Entitlement
to Shares.

       

      (a) Award.  The
Award shall be as set forth in the Grant Notice.  By signing the Grant
Notice, you hereby agree to acquire from the Company, and the Company hereby
agrees to issue to you, the aggregate number of shares of Common Stock specified
in your Grant Notice for the consideration set forth in Section 1(c) below, and
subject to all of the terms and conditions of this Award Agreement and the
Plan.  You may not acquire less than the aggregate number of shares
specified in the Grant Notice.

       

      (b) Closing.  You
will acquire the shares by delivering your Grant Notice, executed by you in the
manner required by the Company, to the Corporate Secretary of the Company, or to
such other person as the Company may designate, during regular business hours,
on the date that you have executed the Grant Notice (or at such other time and
place as you and the Company may mutually agree upon in writing) (such date, not
later than thirty (30) days following the Grant Date, the “Closing
Date”) along with any consideration, other than your services, if any,
required to be delivered by you by law on the Closing Date and such additional
documents as the Company may then require.  The Company will direct
the transfer agent for the Company to deliver to Escrow Agent (as defined in
Section 8 below) pursuant to the terms of Section 8 below, the certificate or
certificates evidencing the shares of Common Stock being acquired by
you.  You acknowledge and agree that any such shares may be held in
book entry form directly registered with the transfer agent or in such other
form as the Company may determine.

       

      (c) Consideration.  Unless
otherwise required by law, the shares of Common Stock to be delivered to you on
the Closing Date shall be deemed paid, in whole or in part in exchange for the
services rendered or to be rendered by you to the Company or an Affiliate in the
amounts and to the extent required by law.  In the event additional
consideration is required by law so that the Common Stock acquired under this
Award Agreement is deemed fully paid and nonassessable, the Board shall
determine the amount and character of such additional consideration to be
paid.

       

      


      (d) Vesting.  The
Award shall be subject to vesting in accordance with the Vesting Schedule set
forth on the Grant Notice, as modified by this Section 1(d).  Shares
acquired by you that have vested in accordance with the Vesting Schedule set
forth in the Award Documents are “Vested
Shares.”  Shares acquired by you pursuant to this Award
Agreement that are not Vested Shares are “Unvested
Shares.”

       

      (i) Termination of Continuous
Service; Reacquisition Right. The Company shall
simultaneously with the termination of your Continuous Service automatically
reacquire (the “Reacquisition
Right”) for no consideration all of the Unvested Shares, unless the Company agrees to waive
its Reacquisition Right as to some or all of the Unvested Shares.  Any
such waiver shall be exercised by the Company by written notice to you or your
representative (with a copy to Escrow Agent, as defined below) within ninety
(90) days after the termination of your Continuous Service, and Escrow Agent may
then release to you the number of Unvested Shares not being reacquired by the
Company.  If the Company does not waive its Reacquisition Right as to
all of the Unvested Shares, then upon such termination of your Continuous
Service, Escrow Agent shall transfer to the Company the number of Unvested
Shares the Company is reacquiring.  The Reacquisition Right shall
expire when all of the shares have become Vested
Shares.  Notwithstanding the foregoing, the Company shall not exercise
its Reacquisition Right for such period of time following your acquisition of
the shares of Common Stock issued pursuant to this Award as necessary to avoid a
charge to earnings for financial accounting purposes, as determined in good
faith by the Board.

       

      (ii) Accelerated Vesting on
Change in Control.   In the event of a: (1) a dissolution,
liquidation or sale of all or substantially all of the assets of the Company;
(2) a merger or consolidation in which the Company is not the surviving
corporation; (3) a reverse merger in which the Company is the surviving
corporation but the shares of the Common Stock outstanding immediately preceding
the merger are converted by virtue of the merger into other property, whether in
the form of securities, cash or otherwise; or (4) the acquisition by any person,
entity or group within the meaning of Section 13(d) or 14(d) of the Exchange
Act, or any comparable successor provisions (excluding any employee benefit
plan, or related trust, sponsored or maintained by the Company or any Affiliate
of the Company) of the beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act, or comparable successor rule) of securities
of the Company representing at least fifty percent (50%) of the combined voting
power entitled to vote in the election of directors, in each case other than a
merger or consolidation for the purpose of a change in domicile, and provided
you remain in Continuous Service with the Company as of immediately prior to
such transaction, then the vesting of this Award will be automatically
accelerated in full as of immediately prior to such transaction.

       

      (iii) Assumption of
Award.  As provided in Section 12(B) of the Plan, in the event
of a transaction described in Section 12(B) of the Plan, the Reacquisition Right
may be assigned by the Company to the successor of the Company (or such
successor’s parent corporation), if any, in connection with such
transaction.  To the extent the Reacquisition Right remains in effect
following such transaction, it shall apply to the new capital stock or other
property received in exchange for the Common Stock in consummation of such
transaction.

       

      2. Holding
Period.  You agree that you will not sell or otherwise transfer
(excluding transfers to certain family trusts as provided in Section 7 below)
any of the shares of Common Stock issued under the Award until the earlier of
(1) the second anniversary of the vesting date of the Award, (2) the closing of
a transaction described in Section 1(d)(ii) above, (3) the certification by the
Board that you have suffered an Unforeseeable Emergency or (4) the termination
of your Continuous Service as a result of death or Disability (such period, the
“Holding
Period”).  Shares sold or withheld by the Company to cover
applicable tax withholdings will not be deemed a violation of the Holding
Period.  The shares of Common Stock issued pursuant to this Award
shall be endorsed with appropriate legends as determined by the Company and
subject to escrow (as provided in Section 8 below) in order to enforce the
provisions of this Section 2, and you will enter into such other arrangements as
determined reasonably necessary by the Company in order to enforce the
provisions of this Section 2.

       

      3. Withholding
Obligations. You hereby agree to make adequate provision for any sums
required to satisfy the applicable federal, state, local and foreign employment,
social insurance, payroll, income and other tax withholding obligations of the
Company or any Affiliate (the “Tax
Obligations”) that arise in connection with this Award.  The
satisfaction of the Tax Obligations will occur at the time of vesting of shares
of Common Stock or other property pursuant to this Award, or at any time prior
to such time or thereafter as reasonably requested by the Company and/or any
Affiliate in accordance with applicable law.  You hereby authorize the
Company, at its sole discretion and subject to any limitations under applicable
law, to satisfy any such Tax Obligations by (a) withholding from wages and other
cash compensation payable to you, (b) causing you to tender a cash payment to
the Company, (c) permitting you to enter into a “same day sale” commitment with
a broker-dealer that is a member of the Financial Industry Regulatory Authority
(a “FINRA
Dealer”) whereby you irrevocably elect to sell a portion of the shares to
be delivered under the Award to satisfy the applicable Tax Obligations and
whereby the NASD Dealer irrevocably commits to forward the proceeds necessary to
satisfy the Tax Obligations directly to the Company and/or its Affiliates, and
(d) withholding shares that are otherwise issued and delivered to you under this
Award in satisfaction of the Tax Obligations (provided, however, that the
amount of the shares so withheld will not exceed the amount necessary to satisfy
the required Tax Obligations using the minimum statutory withholding rates that
are applicable to this kind of income).   In the event the Tax
Obligations arise prior to the delivery to you of the shares or it is determined
after the delivery of shares or other property that the amount of the Tax
Obligations was greater than the amount withheld by the Company and/or any
Affiliate, you will indemnify and hold the Company and its Affiliates harmless
from any failure by the Company and/or any Affiliate to withhold the proper
amount.  The Company may refuse to deliver the shares if you fail to
comply with your obligations in connection with the Tax
Obligations.  In the event the Company’s obligation to withhold arises
prior to the delivery to you of Common Stock or it is determined after the
delivery of Common Stock to you that the amount of the Company’s withholding
obligation was greater than the amount withheld by the Company, you agree to
indemnify and hold the Company harmless from any failure by the Company to
withhold the proper amount.

       

      4. Rights as
Stockholder. Subject to the provisions of this Award Agreement, you shall
have the right to exercise all rights and privileges of a stockholder of the
Company with respect to the shares of Common Stock deposited in
the Joint Escrow.  You shall be deemed to be the holder of the shares
of Common Stock for purposes of receiving any dividends that may be paid with
respect to such shares and for purposes of exercising any voting rights relating
to such shares, even if some or all of the shares are Unvested
Shares.

       

      5. Capitalization
Adjustments; Dividends.  The number of
shares of Common Stock subject to your Award will be adjusted from time to time
for capitalization adjustments, as provided in Section 12(A) of the
Plan.  Any shares, cash or other property received in respect of the
shares of Common Stock subject to this Award, whether pursuant to an adjustment
made under Section 12(A) or otherwise, will be subject to the terms and
conditions of this Award to the extent such terms are then applicable to such
shares of Common Stock.

       

      6. Securities
Law Compliance.  The grant of your Award and the issuance of
any shares of Common Stock pursuant to an Award shall be subject to compliance
with all applicable requirements of federal, state or foreign law with respect
to such securities.  You may not be issued any shares of Common Stock
pursuant to an Award if the issuance of shares of Common Stock would constitute
a violation of any applicable federal, state or foreign securities laws or other
law or regulations or the requirements of any stock exchange or market system
upon which the Common Stock may then be listed.  In addition, you may
not be issued any shares of Common Stock pursuant to an Award unless (i) a
registration statement under the Securities Act shall at the time of issuance be
in effect with respect to the shares of Common Stock or (ii) in the opinion
of legal counsel to the Company, the shares of Common Stock may be issued in
accordance with the terms of an applicable exemption from the registration
requirements of the Securities Act.  YOU ARE CAUTIONED THAT THE SHARES
OF COMMON STOCK MAY NOT BE ISSUED UNLESS THE FOREGOING CONDITIONS ARE
SATISFIED.  The inability of the Company to obtain from any regulatory
body having jurisdiction the authority, if any, deemed by the Company’s legal
counsel to be necessary to the lawful issuance and sale of any shares of Common
Stock pursuant to an Award shall relieve the Company of any liability in respect
of the failure to issue or sell such shares as to which such requisite authority
shall not have been obtained.  As a condition to the issuance of any
shares of Common Stock pursuant to an Award, the Company may require you to
satisfy any qualifications that may be necessary or appropriate, to evidence
compliance with any applicable law or regulation and to make any representation
or warranty with respect thereto as may be requested by the
Company.

       

      7. Transferability.  Your
Award and any Unvested Shares and any Vested Shares subject to the Holding
Period are not transferable, except by will or by the laws of descent and
distribution.  Notwithstanding the foregoing, you may transfer such
shares of Common Stock to a trust for the benefit of you or your “immediate
family”, provided that each such transferee agrees in a writing satisfactory to
the Company that the provisions of this Award Agreement (including but not
limited to Section 2 and Section 8) will continue to apply to the transferred
shares in the hands of such transferee, and provided further that following such
transfer, you continue to be deemed to be the “beneficial owner” of the shares
for purposes of the Exchange Act.  As used herein, the term “immediate
family” will mean your spouse, brother or sister, adopted child or
grandchild, or the spouse of your child, adopted child, grandchild or adopted
grandchild.  In addition, by delivering written notice to the Company,
in a form satisfactory to the Company, you may (a) designate a third party who,
in the event of your death, shall thereafter be entitled to receive any
distribution of shares of Common Stock pursuant to this Award Agreement and/or
(b) instruct the Company to distribute shares of Common Stock upon release from
escrow to a spouse or former spouse pursuant to a domestic relations
order.

       

      8. Escrow of
Unvested Shares. As security for your faithful performance of the terms
of this Award Agreement (including Section 2) and to insure the availability for
delivery of your Common Stock upon execution of the Reacquisition Right, you
agree to the following “Joint Escrow” and “Joint Escrow Instructions,” and you
and the Company hereby authorize and direct the Corporate Secretary of the
Company or the Corporate Secretary’s designee (“Escrow
Agent”) to hold the documents delivered to Escrow Agent pursuant to the
terms of this Award Agreement and of your Grant Notice, in accordance with the
following Joint Escrow Instructions:

       

      (a) In
the event you cease your Continuous Service, the Company shall pursuant to the
Reacquisition Right, automatically reacquire for no consideration all Unvested
Shares, as of the date of such termination, unless the Company elects to waive
such right as to some or all of the Unvested Shares.  If the Company
elects to waive the Reacquisition Right, the Company will give you and Escrow
Agent a written notice specifying the number of Unvested Shares not to be
reacquired. You and the Company hereby irrevocably authorize and direct Escrow
Agent to close the transaction contemplated by such notice as soon as
practicable following the date of termination of Continuous Service in
accordance with the terms of this Award Agreement and the notice of waiver, if
any.

       

      (b) Vested
Shares shall be delivered to you upon your request given in the manner provided
in Section 15 for providing notice.

       

      (c) At
any closing involving the transfer or delivery of some or all of the property
subject to the Grant Notice and this Award Agreement, Escrow Agent is directed
(i) to date any stock assignments necessary for the transfer in question,
(ii) to fill in the number of shares being transferred, and (iii) to
deliver the same, together with the certificate, if any, evidencing the shares
of Common Stock to be transferred, to you or the Company, as
applicable.

       

      (d) You
irrevocably authorize the Company to deposit with Escrow Agent the certificates,
if any, evidencing shares of Common Stock to be held by Escrow Agent hereunder
and any additions and substitutions to such shares as specified in this Award
Agreement.  You hereby irrevocably constitute and appoint Escrow Agent
as your attorney-in-fact and agent for the term of this escrow to execute with
respect to such securities and other property all documents of assignment and/or
transfer and all stock certificates necessary or appropriate to make all
securities negotiable and complete any transaction contemplated
herein.

       

      (e) This
escrow shall terminate upon the later of (i) the expiration or application in
full of the Reacquisition Right and (ii) the expiration of the Holding Period,
and the completion of the tasks contemplated by these Joint Escrow
Instructions.

       

      (f) If
at the time of termination of this escrow, Escrow Agent should have in its
possession any documents, securities, or other property belonging to you, Escrow
Agent shall deliver all of same to you and shall be discharged of all further
obligations hereunder.

       

      (g) Except
as otherwise provided in these Joint Escrow Instructions, Escrow Agent’s duties
hereunder may be altered, amended, modified, or revoked only by a writing signed
by all of the parties hereto.

       

      (h) Escrow
Agent shall be obligated only for the performance of such duties as are
specifically set forth herein and may rely and shall be protected in relying or
refraining from acting on any instrument reasonably believed by Escrow Agent to
be genuine and to have been signed or presented by the proper party or parties
or their assignees.  Escrow Agent shall not be personally liable for
any act Escrow Agent may do or omit to do hereunder as Escrow Agent or as
attorney-in-fact for you while acting in good faith and any act done or omitted
by Escrow Agent pursuant to the advice of Escrow Agent’s own attorneys shall be
conclusive evidence of such good faith.

       

      (i) Escrow
Agent is hereby expressly authorized to disregard any and all warnings given by
any of the parties hereto or by any other person or corporation, excepting only
orders, judgments, decrees or process of courts of law, and is hereby expressly
authorized to comply with and obey orders, judgments, or decrees of any
court.  In case Escrow Agent obeys or complies with any such order,
judgment, or decree of any court, Escrow Agent shall not be liable to any of the
parties hereto or to any other person, firm, or corporation by reason of such
compliance, notwithstanding any such order, judgment, or decree being
subsequently reversed, modified, annulled, set aside, vacated, or found to have
been entered without jurisdiction.

       

      (j) Escrow
Agent shall not be liable in any respect on account of the identity, authority,
or rights of the parties executing or delivering or purporting to execute or
deliver this Award Agreement or any documents or papers deposited or called for
hereunder.

       

      (k) Escrow
Agent shall not be liable for the outlawing of any rights under any statute of
limitations with respect to these Joint Escrow Instructions or any documents
deposited with Escrow Agent.

       

      (l) Escrow
Agent’s responsibilities as Escrow Agent hereunder shall terminate if Escrow
Agent shall cease to be the Secretary of the Company, if applicable, or if
Escrow Agent shall resign by written notice to each party.  In the
event of any such termination, the Company may appoint any officer or assistant
officer of the Company or any other person as successor Escrow Agent and you
hereby confirm the appointment of such successor or successors as your
attorney-in-fact and agent to the full extent of such successor Escrow Agent’s
appointment.

       

      (m) If
Escrow Agent reasonably requires other or further instruments in connection with
these Joint Escrow Instructions or obligations in respect hereto, the necessary
parties hereto shall join in furnishing such instruments.

       

      (n) It
is understood and agreed that should any dispute arise with respect to the
delivery and/or ownership or right of possession of the securities, Escrow Agent
is authorized and directed to retain in its possession without liability to
anyone all or any part of such securities until such dispute shall have been
settled either by mutual written agreement of the parties concerned or by a
final order, decree, or judgment of a court of competent jurisdiction after the
time for appeal has expired and no appeal has been perfected, but Escrow Agent
shall be under no duty whatsoever to institute or defend any such
proceedings.

       

      (o) By
signing this Award Agreement below Escrow Agent becomes a party hereto only for
the purpose of the Joint Escrow Instructions in this Section 8; Escrow Agent
does not become a party to any other rights and obligations of this Award
Agreement apart from those in this Section 8.

       

      (p) Escrow
Agent shall be entitled to employ such legal counsel and other experts as Escrow
Agent may deem necessary to properly advise Escrow Agent in connection with
Escrow Agent’s obligations hereunder.  Escrow Agent may rely upon the
advice of such counsel, and may pay such counsel reasonable compensation
therefor.  The Company shall be responsible for all fees generated by
such legal counsel in connection with Escrow Agent’s obligations
hereunder.

       

      (q) These
Joint Escrow Instructions set forth in this Section 8 shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns.  It is understood and agreed that references to
“Escrow Agent” herein refer to the original Escrow Agent and to any and all
successor Escrow Agents.  It is understood and agreed that the Company
may at any time or from time to time assign its rights under the Award Agreement
and these Joint Escrow Instructions in whole or in part.

       

      9. Irrevocable
Power of Attorney. You constitute and appoint the Company’s Secretary as
attorney-in-fact and agent to transfer the Common Stock on the books of the
Company with full power of substitution in the premises, and to execute with
respect to such securities and other property all documents of assignment and/or
transfer and all stock certificates necessary or appropriate to make all
securities negotiable and complete any transaction contemplated
herein.  This is a special power of attorney coupled with an interest
(specifically, the Company’s underlying security interest in retaining the
shares of Common Stock in the event you do not perform the requisite services
for the Company), and is irrevocable and shall survive your death or legal
incapacity.  This power of attorney is limited to the matters
specified in this Award Agreement.

       

      10. Tax
Consequences. You agree to review with your own tax advisors the federal,
state, local and foreign tax consequences of the Award and the transactions
contemplated by this Award Agreement.  You shall rely solely on such
advisors and not on any statements or representations of the Company or any of
its agents.  You understand that you (and not the Company) shall be
responsible for your own tax liability that may arise as a result of the Award
or the transactions contemplated by this Award Agreement.  You acknowledge that you shall be
solely responsible for making any filings or elections, including any election
under Section 83(b) of the Code, even if you request the Company or its
representatives to make any filing on your behalf.

       

      11. Successors
and Assigns.  Except to the extent otherwise provided in this
Award Agreement, the provisions of this Award Agreement will inure to the
benefit of, and be binding upon, the Company and its successors and assigns and
you, your assigns, the legal representatives, heirs and legatees of your estate
and any beneficiaries designated by you.

       

      12. No
Employment or other Service Rights. Nothing in this Award Agreement will
confer upon you any right to continue to serve the Company or an Affiliate in
the capacity in effect at the time this Award was granted or will affect the
right of the Company or an Affiliate to terminate your service as a Director
pursuant to the bylaws of the Company or an Affiliate, and any applicable
provisions of the corporate law of the state in which the Company or the
Affiliate is incorporated, as the case may be.

       

      13. Electronic
Delivery.  The Company may, in its sole discretion, decide to
deliver any documents related to participation in the Plan and this Award by
electronic means or to request your consent to participate in the Plan by
electronic means.  You hereby consent to receive such documents by
electronic delivery and, if requested, to agree to participate in the Plan
through an on-line or electronic system established and maintained by the
Company or another third party designated by the Company.

       

      14. Severability.
If any provision of this Award Agreement will be held unlawful or
otherwise invalid or unenforceable in whole or in part by a court of competent
jurisdiction, such provision will (i) be deemed limited to the extent that such
court of competent jurisdiction deems it lawful, valid and/or enforceable and as
so limited will remain in full force and effect, and (ii) not affect any other
provision of this Award Agreement or part thereof, each of which will remain in
full force and effect.

       

      15. Notices.
Any notice or request required or permitted under the Plan or hereunder shall be
given in writing to each of the other parties hereto and shall be deemed
effectively given upon receipt or, in the case of notices delivered by mail by
the Company to you, five (5) days after deposit in the United States mail,
postage prepaid.  All notices shall be addressed (i) if to the
Company, to the attention of the Company’s general counsel at the Company’s
principal office, (ii) if to Escrow Agent, to the attention of the Company’s
Corporate Secretary at the Company’s principal office, and (iii) if to you, to
the last address you provided to the Company.

       

      16. Governing
Plan Document.  Your Award is subject to all the provisions of
the Plan, the provisions of which are hereby made a part of your Award, and is
further subject to all interpretations, amendments, rules and regulations which
may from time to time be promulgated and adopted pursuant to the
Plan.  In the event of any conflict between the provisions of your
Award and those of the Plan, the provisions of the Plan shall
control.

       

      17. Applicable
Law.  This Award
Agreement shall be governed by the laws of the State of Delaware.

       

      18. Other
Documents.  You hereby acknowledge receipt or the right to
receive a document providing the information required by Rule 428(b)(1)
promulgated under the Securities Act, which includes the Plan
prospectus.  In addition, you acknowledge receipt of the Company’s
policy permitting certain individuals to sell shares only during certain
“window” periods and the Company’s insider trading policy, in effect from time
to time.

       

      


      19. Compliance
with Section 409A of the Code.  This Award is
intended to comply with the “short-term deferral” rule set forth in Treasury
Regulation Section 1.409A-1(b)(4) and the exception from the application of Code
Section 409A pursuant to Treasury Regulation Section
1.409A-1(b)(6).  Notwithstanding the foregoing, if it is determined
that the Award fails to satisfy the requirements of these exceptions and is
otherwise deferred compensation subject to Section 409A, and if you are a
“Specified Employee” (within the meaning set forth Section 409A(a)(2)(B)(i) of
the Code) as of the date of your separation from service (within the meaning of
Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that
would otherwise be made upon the date of the separation from service or within
the first six (6) months thereafter will not be made on the originally scheduled
date(s) and will instead be issued in a lump sum on the date that is six (6)
months and one day after the date of the separation from service, with the
balance of the shares issued thereafter in accordance with the original vesting
and issuance schedule set forth above, but if and only if such delay in the
issuance of the shares is necessary to avoid the imposition of taxation on you
in respect of the shares under Section 409A of the Code.  Each
installment of shares that vests is intended to constitute a “separate payment”
for purposes of Treasury Regulation Section 1.409A-2(b)(2).

       

      Escrow
Agent hereby acknowledges and accepts its rights and responsibilities pursuant
to Section 8 above.

       

      


      


      ___________________________

      Escrow
Agent

      



      
        
          
                                                                   
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      Attachment
II

       

      AMENDED
AND RESTATED 1999 NON-EMPLOYEE

      DIRECTORS’
STOCK OPTION PLAN


      
        
          
                                                                 
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