PLAN AND THIS AGREEMENT.
ACCOUNTS SHALL BE MAINTAINED BY THE
ADMINISTRATOR.
RESTRICTED UNITS SHALL BE CREDITED TO THE ACCOUNT AS OF THE DATE
OF GRANT AND DEBITED FROM THE ACCOUNT TO REFLECT ADJUSTMENTS DESCRIBED IN
SECTION 11 OF THE PLAN, FORFEITURES AND DISTRIBUTIONS OF SHARES IN RESPECT OF
RESTRICTED UNITS.
DIVIDENDS OR OTHER DISTRIBUTIONS PAID WITH RESPECT TO THE
SHARES UNDERLYING THE RESTRICTED UNITS SHALL BE CREDITED TO THE ACCOUNT IN THE
FORM OF ADDITIONAL RESTRICTED UNITS (SUBJECT TO THE SAME TERMS AND CONDITIONS AS
THE RESTRICTED UNITS GIVING RISE TO THE CREDITING OF SUCH DIVIDENDS OR
DISTRIBUTIONS) BASED ON THE FAIR MARKET VALUE AT THAT TIME.
5.
RIGHTS AS STOCKHOLDER.
YOU SHALL NOT HAVE VOTING OR ANY OTHER RIGHTS AS
A STOCKHOLDER OF THE COMPANY WITH RESPECT TO THE RESTRICTED UNITS.
6.
DELIVERY OF SHARES.
A.
YOU WILL RECEIVE A DISTRIBUTION OF SHARES IN RESPECT OF VESTED RESTRICTED
UNITS CREDITED TO YOUR ACCOUNT AT A TIME (OR TIMES) CONSISTENT WITH THE
REQUIREMENTS TREAS. REG. § 1.409A -3(J)(4)(XI) (RELATING TO PAYMENT OF STATE,
LOCAL, FOREIGN AND FICA TAXES) OR ANY SUCCESSOR PROVISION, PROVIDED THAT THE
NUMBER OF SHARES SO DISTRIBUTED WILL BE LIMITED TO AN AMOUNT SUFFICIENT (AS
DETERMINED WITH REFERENCE TO THE FAIR MARKET VALUE OF THE SHARES AT THE TIME OF
DISTRIBUTION) TO DISCHARGE THE TAX LIABILITIES DESCRIBED IN THAT REGULATION.
B.
YOU WILL RECEIVE A DISTRIBUTION OF SHARES IN RESPECT OF THE REMAINING
VESTED RESTRICTED UNITS CREDITED TO YOUR ACCOUNT IN A SINGLE LUMP SUM UPON THE
EARLIER TO OCCUR OF (I) THE FIFTH ANNIVERSARY OF THE DATE OF GRANT, OR (II) YOUR
"SEPARATION FROM SERVICE," AS THAT TERM IS DEFINED IN TREAS. REG. § 1.409A-1(H)
OR ANY SUCCESSOR PROVISION.
C.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, TO THE EXTENT
COMPLIANCE WITH THE REQUIREMENTS OF TREAS. REG. § 1.409A-3(I)(2) (OR ANY
SUCCESSOR PROVISION) IS NECESSARY TO AVOID AN ADDITIONAL TAX UNDER SECTION 409A
OF THE CODE TO SHARES DISTRIBUTABLE HEREUNDER UPON YOUR SEPARATION FROM SERVICE,
SUCH DISTRIBUTION OF SHARES WILL BE DEFERRED (WITHOUT INTEREST) AND PAID TO YOU
WITHIN THE 30 DAY PERIOD BEGINNING SIX MONTHS FOLLOWING SUCH SEPARATION.
D.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE COMPANY MAY
ELECT TO ACCELERATE THE DELIVERY OF SHARES IN RESPECT OF THE VESTED RESTRICTED
UNITS CREDITED TO YOUR ACCOUNT AT ANY TIME CONSISTENT WITH THE REQUIREMENTS OF
TREAS. REG. § 1.409A -3(J)(4)(IX) (RELATING TO PLAN TERMINATIONS AND
LIQUIDATIONS).
E.
SHARES THAT ARE DISTRIBUTABLE HEREUNDER WILL BE ISSUED IN YOUR NAME
EITHER BY MEANS OF BOOK-ENTRY REGISTRATION OR BY ISSUANCE OF A STOCK
CERTIFICATE.
7.
CASH SETTLEMENTS.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY,
WHENEVER SHARES WOULD OTHERWISE BE DISTRIBUTABLE IN RESPECT OF RESTRICTED UNITS,
THE ADMINISTRATOR, IN ITS SOLE DISCRETION, MAY SETTLE ALL OR ANY PORTION OF
THOSE RESTRICTED UNITS IN CASH EQUAL TO THE FAIR MARKET VALUE OF THE SHARES THAT
WOULD OTHERWISE HAVE BEEN DISTRIBUTABLE.
8.
DEFERRAL ELECTION.
THE ADMINISTRATOR, AT SUCH TIMES AND IN SUCH MANNER
AS MAY BE DETERMINED BY THE ADMINISTRATOR IN ITS