OR (B) THE EMPLOYEE'S EMPLOYMENT WITH THE
COMPANY AND ITS SUBSIDIARIES IS TERMINATED BY THE COMPANY AND ITS SUBSIDIARIES
FOR CAUSE OR BY THE EMPLOYEE FOR ANY REASON (OTHER THAN DUE TO THE EMPLOYEE'S
DEATH, DISABILITY, RETIREMENT OR BY THE EMPLOYEE FOR GOOD REASON), THEN THE
PERFORMANCE-BASED RSUS AND THE RIGHT TO RECEIVE ANY CASH AS SET FORTH IN
SECTION 2(C)(II)(A) OR (B), AS APPLICABLE, SHALL BE FORFEITED BY THE EMPLOYEE
WITHOUT CONSIDERATION AND THIS AGREEMENT SHALL TERMINATE WITHOUT PAYMENT IN
RESPECT THEREOF; BUT IF
(IV)
THE EMPLOYEE HAS CEASED TO BE EMPLOYED WITH THE COMPANY OR ITS
SUBSIDIARIES PRIOR TO SUCH CHANGE OF CONTROL UNDER CIRCUMSTANCES SET FORTH IN
SECTION 2(A)(III) AND SECTION 2(B)(I)(C) ABOVE, THE EMPLOYEE SHALL, IN LIEU OF
THE NUMBER OF PRORATED TIME-BASED SHARES AND PRORATED PERFORMANCE-BASED SHARES
OTHERWISE DISTRIBUTABLE PURSUANT TO SECTION 2(A)(III) AND SECTION 2(B)(I)(C),
INSTEAD BE ENTITLED TO RECEIVE A CASH PAYMENT, EQUAL TO THE PRODUCT OF (X) THE
TOTAL NUMBER OF SUCH TIME-BASED SHARES AND PRORATED PERFORMANCE-BASED SHARES AND
(Y) THE CIC PRICE. THIS CASH PAYMENT SHALL BE MADE AS SOON AS PRACTICABLE
FOLLOWING THE CHANGE OF CONTROL (BUT IN NO EVENT LATER THAN 90 DAYS FOLLOWING
SUCH EVENT).
3.
DIVIDEND EQUIVALENTS.
WITH RESPECT TO
EACH CASH DIVIDEND OR DISTRIBUTION (IF ANY) PAID WITH RESPECT TO COMMON STOCK TO
HOLDERS OF RECORD ON AND AFTER THE GRANT DATE, A NUMBER OF SHARES OF COMMON
STOCK SHALL BE ACCRUED ON THE BOOKS AND RECORDS OF THE COMPANY, IN AN AMOUNT
EQUAL TO THE PRODUCT OF (I) THE AMOUNT OF SUCH DIVIDEND OR DISTRIBUTION PAID
WITH RESPECT TO ONE SHARE OF COMMON STOCK, MULTIPLIED BY (II) THE NUMBER OF
VESTED RSUS (IF ANY) GRANTED HEREUNDER THEN HELD BY THE EMPLOYEE.
AT SUCH
TIME(S) THEREAFTER AS THE EMPLOYEE RECEIVES A DISTRIBUTION OF SHARES OF COMMON
STOCK IN RESPECT OF HIS OR HER VESTED RSUS GRANTED HEREUNDER PURSUANT TO THE
APPLICABLE PROVISION OF SECTION 2 ABOVE, THE COMPANY SHALL ALSO DISTRIBUTE TO
THE EMPLOYEE SUCH NUMBER OF SHARES OF COMMON STOCK ACCRUED UNDER THIS SECTION 3
THAT RELATE TO THE VESTED RSUS IN RESPECT OF WHICH SUCH DISTRIBUTION OF SHARES
IS OTHERWISE BEING MADE.
IN THE EVENT OF ANY STOCK DIVIDEND, THE PROVISIONS OF
SECTION 8 OF THE PLAN SHALL APPLY TO THIS RESTRICTED STOCK UNIT AWARD.
4.
LIMITATION ON OBLIGATIONS.
THE
COMPANY'S OBLIGATION WITH RESPECT TO THE RSUS
GRANTED HEREUNDER IS LIMITED
SOLELY TO THE DELIVERY TO THE EMPLOYEE OF SHARES OF COMMON STOCK ON THE DATE
WHEN SUCH SHARES ARE DUE TO BE DELIVERED HEREUNDER, AND IN NO WAY SHALL THE
COMPANY BECOME OBLIGATED TO PAY CASH IN RESPECT OF SUCH OBLIGATION, UNLESS AS
OTHERWISE PROVIDED FOR HEREIN.
THIS RESTRICTED STOCK UNIT AWARD SHALL NOT BE
SECURED BY ANY SPECIFIC ASSETS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, NOR
SHALL ANY ASSETS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES BE DESIGNATED AS
ATTRIBUTABLE OR ALLOCATED TO THE SATISFACTION OF THE COMPANY'S OBLIGATIONS UNDER
THIS AGREEMENT.
5
5.
RIGHTS AS A STOCKHOLDER.