TERMINATION OF SERVICES DUE TO DEATH OR
DISABILITY, OR (B) THE GRANTEE'S "QUALIFYING TERMINATION" (AS DEFINED IN
APPENDIX A, ATTACHED HERETO) WITHIN THREE YEARS FOLLOWING A CHANGE IN CONTROL.
HOWEVER, IF THE GRANTEE'S SERVICES ARE INVOLUNTARILY TERMINATED BY THE
CORPORATION OR A SUBSIDIARY WITHOUT "CAUSE," OR IF THE GRANTEE'S SERVICES ARE
TERMINATED FOR "GOOD REASON" (AS DEFINED IN APPENDIX A), THE RESTRICTIONS ON
TRANSFER SET FORTH IN SECTION II.A(1) WITH REGARD TO ALL RESTRICTED SHARES THEN
OUTSTANDING WILL LAPSE IN AN AMOUNT EQUAL TO THE NUMBER OF RESTRICTED SHARES
THAT WOULD HAVE LAPSED AS OF THE NEXT OCCURRING ANNIVERSARY OF THE GRANT DATE,
ADJUSTED PRO RATA IN ACCORDANCE WITH THE DATE ON WHICH THE GRANTEE TERMINATES
SERVICES.
FURTHER, THE CORPORATION RETAINS THE RIGHT TO ACCELERATE OR WAIVE
RESTRICTIONS ON RESTRICTED SHARES GRANTED UNDER THIS AGREEMENT.
UPON THE LAPSE
OF THE TRANSFER RESTRICTIONS, THE RESTRICTED SHARES ARE FULLY TRANSFERABLE.
B.
OTHER TERMS AND CONDITIONS.
1.
NON-TRANSFERABILITY OF AWARD.
EXCEPT AS
DESCRIBED BELOW, THIS AWARD AND THE RESTRICTED SHARES SUBJECT TO THE AWARD MAY
NOT BE SOLD, PLEDGED, ASSIGNED, HYPOTHECATED, TRANSFERRED, OR DISPOSED OF IN ANY
MANNER OTHER THAN BY WILL OR BY LAWS OF DESCENT OR DISTRIBUTION.
NOTWITHSTANDING THE FOREGOING, WITH THE CONSENT OF THE ADMINISTRATOR, THE
GRANTEE MAY ASSIGN OR TRANSFER THE AWARD AND ITS UNDERLYING RESTRICTED SHARES TO
A PERMITTED ASSIGNEE, PROVIDED THE PERMITTED ASSIGNEE IS BOUND BY AND SUBJECT TO
ALL TERMS AND CONDITIONS OF THE PLAN AND THIS AGREEMENT, AND THE PERMITTED
ASSIGNEE EXECUTES AN AGREEMENT SATISFACTORY TO THE CORPORATION EVIDENCING THESE
OBLIGATIONS.
THE TERMS OF THIS AWARD ARE BINDING ON THE EXECUTORS,
ADMINISTRATORS, HEIRS, SUCCESSORS AND ASSIGNS OF THE GRANTEE.
2.
OTHER RESTRICTIONS ON SHARE ISSUANCE.
ANYTHING TO THE CONTRARY NOTWITHSTANDING, THE CORPORATION'S OBLIGATION TO
DELIVER SHARES UNDER THIS AWARD IS SUBJECT TO ITS COMPLIANCE WITH FEDERAL AND
STATE LAWS, RULES AND REGULATIONS APPLYING TO THE AUTHORIZATION, ISSUANCE OR
SALE OF SECURITIES AS THE CORPORATION DEEMS NECESSARY OR ADVISABLE.
THE
CORPORATION IS NOT REQUIRED TO DELIVER SHARES UNDER THIS AGREEMENT UNLESS AND
UNTIL IT RECEIVES SATISFACTORY PROOF THAT THE ISSUANCE OR TRANSFER OF THE SHARES
DOES NOT VIOLATE ANY OF THE PROVISIONS OF THE SECURITIES ACT OF 1933 OR THE
SECURITIES EXCHANGE ACT OF 1934, THE RULES AND REGULATIONS OF THE SECURITIES
EXCHANGE COMMISSION PROMULGATED THEREUNDER, OR THE PROVISIONS OF ANY STATE LAW
GOVERNING THE SALE OF SECURITIES OR ANY STOCK EXCHANGE ON WHICH THE SHARES MAY
BE LISTED, AND THAT THERE HAS BEEN COMPLIANCE WITH THE PROVISIONS OF THESE ACTS,
RULES, REGULATIONS AND STATE LAWS.
2
3.
WITHHOLDING.
GRANTEE AUTHORIZES THE
CORPORATION TO WITHHOLD FROM THE GRANTEE'S COMPENSATION OR AGREES TO TENDER
SUFFICIENT FUNDS TO SATISFY ANY APPLICABLE INCOME AND EMPLOYMENT TAX WITHHOLDING
OBLIGATIONS IN CONNECTION WITH VESTING OF AND THE LAPSE OF RESTRICTIONS ON
RESTRICTED SHARES UNDER THE AWARD.
4.
DISPUTE RESOLUTION.
GRANTEE AND THE
CORPORATION AGREE THAT ANY DISAGREEMENT, DISPUTE, CONTROVERSY, OR CLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT, ITS INTERPRETATION, VALIDITY, OR THE
ALLEGED BREACH THEREOF, WILL BE SETTLED