SERVED AS AN EMPLOYEE OF THE COMPANY (OR ANY OF ITS
DIRECT OR INDIRECT WHOLLY OWNED SUBSIDIARIES, AS APPLICABLE) SINCE THE DATE
HEREOF, SUCH THAT, SUBJECT TO THE OTHER TERMS AND CONDITIONS OF THIS AGREEMENT,
ALL OF THE RSUS SHALL BE VESTED ON OCTOBER 29, 2013:
Date
Percent of RSUs Vested
October 29, 2010
25%
October 29 of each of the three years thereafter, up to and including
October 29, 2013
Additional 25%
(B)
EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 3, IF EMPLOYEE'S EMPLOYMENT
WITH THE COMPANY (OR ANY OF ITS DIRECT OR INDIRECT WHOLLY OWNED SUBSIDIARIES, AS
APPLICABLE) TERMINATES FOR ANY REASON (INCLUDING UPON THE DEATH OR DISABILITY OF
EMPLOYEE PRIOR TO THE VESTING OF ALL OR ANY PORTION OF THE RSUS AWARDED UNDER
THIS AGREEMENT), SUCH UNVESTED PORTION OF THE RSUS SHALL IMMEDIATELY BE
CANCELLED AND EMPLOYEE (AND EMPLOYEE'S ESTATE, DESIGNATED BENEFICIARY OR OTHER
LEGAL REPRESENTATIVE) SHALL FORFEIT ANY RIGHTS OR INTERESTS IN AND WITH RESPECT
TO ANY SUCH RSUS.
(C)
IN ADDITION TO SECTION 3(A) ABOVE, UPON A TERMINATION BY THE COMPANY (OR
ANY OF ITS DIRECT OR INDIRECT WHOLLY OWNED SUBSIDIARIES, AS APPLICABLE) WITHOUT
CAUSE OR BY EMPLOYEE WITH GOOD REASON OF EMPLOYEE'S EMPLOYMENT WITH THE COMPANY
(OR ANY OF ITS DIRECT OR INDIRECT WHOLLY OWNED SUBSIDIARIES, AS APPLICABLE) THAT
ALSO CONSTITUTES A "SEPARATION FROM SERVICE" WITHIN THE MEANING OF CODE
SECTION 409A WITHIN TWELVE MONTHS FOLLOWING A CHANGE IN CONTROL OF THE COMPANY
(A "CHANGE IN CONTROL TERMINATION"), ALL REMAINING UNVESTED RSUS SHALL VEST (FOR
THE AVOIDANCE OF DOUBT, THE VESTING DESCRIBED IN THIS SECTION 3(C) IS IN
ADDITION TO, AND NOT IN LIEU OF, ANY VESTING DESCRIBED IN SECTION 3(A) ABOVE).
4.
DELIVERY OF COMMON STOCK.
SUBJECT TO THE TERMS OF THE PLAN AND SECTION 6
BELOW, IF THE RSUS AWARDED BY THIS AGREEMENT BECOME VESTED, THE COMPANY SHALL
PROMPTLY DISTRIBUTE TO EMPLOYEE THE NUMBER OF SHARES OF COMMON STOCK EQUAL TO
THE NUMBER OF THE RSUS THAT SO VESTED; PROVIDED THAT TO THE EXTENT REQUIRED BY
CODE SECTION 409A, DELIVERY OF SHARES OF COMMON STOCK UPON A PARTICIPANT'S
"SEPARATION FROM SERVICE" WITHIN THE MEANING OF CODE SECTION 409A SHALL BE
DEFERRED UNTIL THE SIX MONTH ANNIVERSARY OF SUCH SEPARATION FROM SERVICE.
IN
CONNECTION WITH THE DELIVERY OF THE SHARES OF COMMON STOCK PURSUANT TO THIS
AGREEMENT, THE PARTICIPANT AGREES TO EXECUTE ANY DOCUMENTS REASONABLY REQUESTED
BY THE COMPANY AND PROVIDE THEREIN CUSTOMARY REPRESENTATIONS AND WARRANTIES
RELATED TO THE RECEIPT OF SUCH SHARES OF COMMON STOCK.
5.
CERTIFICATES.
THE SHARES OF EMPLOYEE STOCK MAY BE IN CERTIFICATED OR
UNCERTIFICATED FORM, AS PERMITTED BY THE COMPANY'S BYLAWS.
3
6.
CORPORATE EVENT.
IN THE EVENT ANY DIVIDEND OR DISTRIBUTION OF COMMON
STOCK, RECAPITALIZATION, STOCK SPLIT, REVERSE STOCK SPLIT, REORGANIZATION,
MERGER, CONSOLIDATION, SPLIT-UP, SPIN-OFF, COMBINATION, CHANGE OF CONTROL OR
EXCHANGE OF COMMON STOCK OR OTHER SECURITIES OF THE COMPANY, OR OTHER CORPORATE
TRANSACTION OR EVENT AFFECTS THE COMMON STOCK, OR IN THE EVENT OF THE SALE,
TRANSFER OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL