HEALTH PLAN COVERING THE COMPANY'S EMPLOYEES.
(C)
"RETIREMENT" MEANS TERMINATION OF SERVICE,
OTHER THAN FOR CAUSE, AFTER EITHER: (A) ATTAINMENT OF AGE SIXTY-FIVE (65); OR
(B) ATTAINMENT OF AGE FIFTY-FIVE (55) AND COMPLETION OF TEN (10) YEARS OF
SERVICE WITH THE COMPANY OR A SUBSIDIARY, AS DETERMINED IN THE SOLE DISCRETION
OF THE COMMITTEE.
SECTION 6.
ADMINISTRATION, RULES.
(A)
WITHHOLDING.
ALL DELIVERIES OF SHARES OF
STOCK PURSUANT TO THIS AWARD AGREEMENT SHALL BE SUBJECT TO WITHHOLDING OF ALL
APPLICABLE TAXES.
THE COMPANY SHALL HAVE THE RIGHT TO REQUIRE THE PARTICIPANT
(OR IF APPLICABLE, PERMITTED ASSIGNS, HEIRS OR DESIGNATED BENEFICIARIES) TO
REMIT TO THE COMPANY AN AMOUNT SUFFICIENT TO SATISFY ANY TAX REQUIREMENTS PRIOR
TO THE DELIVERY DATE OF ANY CERTIFICATE OR CERTIFICATES FOR STOCK (OR CASH OR
OTHER PROPERTY) UNDER THE AWARD AGREEMENT.
AT THE ELECTION OF THE PARTICIPANT,
SUBJECT TO THE RULES AND LIMITATIONS AS MAY BE ESTABLISHED BY THE COMPANY, SUCH
WITHHOLDING OBLIGATIONS MAY BE SATISFIED THROUGH THE SURRENDER OF SHARES OF
STOCK WHICH THE PARTICIPANT ALREADY OWNS, OR TO WHICH PARTICIPANT IS OTHERWISE
ENTITLED.
(B)
NON-TRANSFERABILITY OF RSUS AND STOCK.
DURING THE RESTRICTED PERIOD, THE PARTICIPANT SHALL NOT SELL, ASSIGN, TRANSFER,
PLEDGE, HYPOTHECATE, MORTGAGE, ENCUMBER OR DISPOSE OF ANY RSUS AWARDED PURSUANT
TO THIS AWARD AGREEMENT.
(C)
DIVIDENDS.
THE PARTICIPANT SHALL BE
ENTITLED TO RECEIVE A CASH PAYMENT EQUAL IN VALUE TO ANY CASH DIVIDENDS AND
PROPERTY DISTRIBUTIONS PAID WITH RESPECT TO THE RSUS (OTHER THAN DIVIDENDS OR
DISTRIBUTIONS OF SECURITIES OF THE COMPANY WHICH MAY BE ISSUED WITH RESPECT TO
ITS SHARES BY VIRTUE OF ANY STOCK SPLIT, COMBINATION, STOCK DIVIDEND OR
RECAPITALIZATION - TO THE EXTENT COVERED IN SECTION 3.3 OF THE PLAN) THAT BECOME
PAYABLE DURING THE RESTRICTED PERIOD ("DIVIDEND EQUIVALENTS"); PROVIDED,
HOWEVER, THAT NO
3
DIVIDEND EQUIVALENTS SHALL BE PAYABLE TO OR FOR THE BENEFIT OF THE PARTICIPANT
WITH RESPECT TO RECORD DATES FOR SUCH DIVIDENDS OR DISTRIBUTIONS OCCURRING PRIOR
TO THE GRANT DATE, OR WITH RESPECT TO RECORD DATES FOR SUCH DIVIDENDS OR
DISTRIBUTIONS OCCURRING ON OR AFTER THE DATE, IF ANY, ON WHICH THE PARTICIPANT
HAS FORFEITED THE RSUS.
(D)
VOTING RIGHTS.
THE PARTICIPANT SHALL NOT BE
A SHAREHOLDER OF RECORD WITH RESPECT TO THE RSUS DURING THE RESTRICTED PERIOD
AND SHALL HAVE NO VOTING RIGHTS WITH RESPECT TO THE RSUS DURING THE RESTRICTED
PERIOD.
(E)
HEIRS AND SUCCESSORS.
THIS AWARD AGREEMENT
SHALL BE BINDING UPON, AND INURE TO THE BENEFIT OF, THE COMPANY AND ITS
SUCCESSORS AND ASSIGNS, AND UPON ANY PERSON ACQUIRING, WHETHER BY MERGER,
CONSOLIDATION, PURCHASE OF ASSETS OR OTHERWISE, ALL OR SUBSTANTIALLY ALL OF THE
COMPANY'S ASSETS AND BUSINESS.
IF ANY RIGHTS OF THE PARTICIPANT OR BENEFITS
DISTRIBUTABLE TO THE PARTICIPANT UNDER THIS AWARD AGREEMENT HAVE NOT BEEN
SETTLED OR DISTRIBUTED, RESPECTIVELY, AT THE TIME OF THE PARTICIPANT'S DEATH,
SUCH RIGHTS SHALL BE SETTLED AND PAYABLE TO THE DESIGNATED BENEFICIARY, AND SUCH
BENEFITS SHALL BE DISTRIBUTED TO THE DESIGNATED BENEFICIARY, IN ACCORDANCE WITH
THE PROVISIONS OF, THIS AWARD AGREEMENT AND THE PLAN.
THE "DESIGNATED
BENEFICIARY" SHALL