CREDITED WITH DIVIDEND EQUIVALENT RIGHTS IN ACCORDANCE WITH
PARAGRAPH 7 BELOW.
6.
CHANGE OF CONTROL.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN THE EVENT OF A CHANGE OF CONTROL
OF THE COMPANY PRIOR TO THE PAYOUT OF SHARES OF STOCK PURSUANT TO PARAGRAPH 4,
ALL UNVESTED RSUS HELD BY THE GRANTEE NOT YET PAID OUT SHALL BE IMMEDIATELY
VESTED AND PAID OUT TO THE GRANTEE IN THE FORM OF SHARES OF STOCK IMMEDIATELY
PRIOR TO THE OCCURRENCE OF SUCH CHANGE OF CONTROL, PROVIDED THAT, THE BOARD HAS
NOT DETERMINED THAT THE GRANTEE IS A DIRECTOR NOT IN GOOD STANDING AS OF THE
EFFECTIVE DATE OF SUCH CHANGE OF CONTROL.
7.
DIVIDEND EQUIVALENT RIGHTS.
(A)
IF ON ANY DATE THE COMPANY SHALL PAY ANY
CASH DIVIDEND ON SHARES OF STOCK OF THE COMPANY, THE NUMBER OF RSUS GRANTED
HEREUNDER TO THE GRANTEE SHALL, AS OF SUCH DATE, BE INCREASED BY AN AMOUNT
DETERMINED BY THE FOLLOWING FORMULA:
W = (X multiplied by Y) divided by Z, where:
W = the number of additional RSUs to be granted to the Grantee on such dividend
payment date;
X = the aggregate number of RSUs granted to the Grantee that remain unvested as
of the record date of the dividend;
Y = the cash dividend per share amount; and
Z = the Fair Market Value (as defined under the Plan) per share of Stock on the
dividend payment date.
(B)
IN THE CASE OF A DIVIDEND PAID ON STOCK IN
THE FORM OF STOCK, INCLUDING WITHOUT LIMITATION A DISTRIBUTION OF STOCK BY
REASON OF A STOCK DIVIDEND, STOCK SPLIT OR OTHERWISE, TO THE EXTENT NOT ADJUSTED
FOR PURSUANT TO THE PLAN, THE NUMBER OF RSUS GRANTED TO THE GRANTEE SHALL BE
INCREASED BY A NUMBER EQUAL TO THE PRODUCT OF (I) THE AGGREGATE NUMBER OF RSUS
THAT HAVE BEEN GRANTED TO THE GRANTEE AND REMAIN UNVESTED THROUGH THE RELATED
DIVIDEND RECORD DATE, AND (II) THE NUMBER OF SHARES OF STOCK (INCLUDING ANY
FRACTION THEREOF) PAYABLE AS A DIVIDEND ON ONE SHARE OF STOCK.
2
(C)
ANY ADDITIONAL RSUS SO GRANTED PURSUANT TO
THIS PARAGRAPH 7 SHALL BE SUBJECT TO THE VESTING AND RESTRICTIONS OF THIS
AGREEMENT IN THE SAME MANNER AND FOR SO LONG AS THE RSUS GRANTED PURSUANT TO
THIS AGREEMENT TO WHICH THEY RELATE REMAIN SUBJECT TO SUCH VESTING AND
RESTRICTIONS, AND SHALL BE PROMPTLY FORFEITED TO THE COMPANY IF AND WHEN SUCH
RSUS ARE SO FORFEITED.
8.
BENEFICIARY DESIGNATION.
THE GRANTEE
MAY, FROM TIME TO TIME, NAME ANY BENEFICIARY OR BENEFICIARIES (WHO MAY BE NAMED
CONTINGENTLY OR SUCCESSIVELY) TO WHOM ANY BENEFIT UNDER THIS AGREEMENT IS TO BE
PAID IN CASE OF HIS OR HER DEATH BEFORE HE OR SHE RECEIVES ANY OR ALL OF SUCH
BENEFIT.
EACH SUCH DESIGNATION SHALL REVOKE ALL PRIOR DESIGNATIONS BY THE
GRANTEE, SHALL BE IN A FORM PRESCRIBED BY THE COMPANY, AND WILL BE EFFECTIVE
ONLY WHEN FILED BY THE GRANTEE IN WRITING WITH THE COMPANY DURING THE GRANTEE'S
LIFETIME.
IN THE