OF SUCH CHANGE IN CONTROL.
IN THE EVENT THAT THE CHANGE IN CONTROL OCCURS
ON A DATE PRIOR TO THE DATE THAT A PARTICIPANT IS DETERMINED TO BE DISABLED FOR
PURPOSES OF THE PLAN AND THIS AGREEMENT, BUT THE COMMITTEE, IN ITS SOLE
DETERMINATION EXPECTS THE PARTICIPANT TO BE DISABLED AT THE END OF THE 9-MONTH
PERIOD REFERRED TO IN SECTION 4(A) OF THIS AGREEMENT, THEN ALL OF THE UNVESTED
RSUS OF SUCH PARTICIPANT, TO THE EXTENT NOT PREVIOUSLY FORFEITED, SHALL VEST
UPON THE DATE OF THE CHANGE IN CONTROL.
(D)
IN THE EVENT THAT ANY CALENDAR DATE ON WHICH VESTING IS
PURPORTEDLY SCHEDULED PURSUANT TO THE TERMS OF SECTIONS 2(A), 2(B) OR 2(C) ABOVE
IS NOT A BUSINESS DAY (AS DEFINED BELOW), THE VESTING SHALL AUTOMATICALLY BE
DELAYED UNTIL THE FIRST BUSINESS DAY FOLLOWING THAT CALENDAR DATE.
"BUSINESS
DAY" MEANS A DATE ON WHICH COMMERCIAL BANKS IN NEW YORK, NEW YORK ARE OPEN FOR
GENERAL BUSINESS.
(E)
AS A CONDITION TO THE RECEIPT OF THE RSUS, THE PARTICIPANT IS
REQUIRED TO OPEN AN ACCOUNT WITH THE THIRD PARTY ADMINISTERING THE COMPANY'S
EQUITY AWARDS PROGRAMS (CURRENTLY CHARLES SCHWAB) (THE "ADMINISTRATOR"). ON OR
AS SOON AS REASONABLY PRACTICABLE FOLLOWING THE APPLICABLE RSU VESTING DATE (BUT
IN NO EVENT LATER THAN THE END OF THE CALENDAR YEAR IN WHICH SUCH DATE OCCURS),
[SUBJECT TO THE APPLICABLE PERFORMANCE CONDITIONS ON SCHEDULE A HAVING BEEN
SATISFIED], THE COMPANY SHALL DELIVER TO THE PARTICIPANT'S ACCOUNT WITH THE
ADMINISTRATOR ONE SHARE OF COMMON STOCK WITH RESPECT TO EACH WHOLE RSU THAT
VESTS ON SUCH DATE, SUBJECT TO SECTIONS 3 AND 7 BELOW.
UPON SUCH DELIVERY, ALL
OBLIGATIONS OF THE COMPANY WITH RESPECT TO EACH SUCH RSU SHALL BE DEEMED
SATISFIED IN FULL.
3.
CERTAIN CHANGES; RIGHTS AS A STOCKHOLDER.
THE NUMBER AND CLASS
OF SHARES OF COMMON STOCK WHICH ARE DISTRIBUTABLE TO THE PARTICIPANT WITH
RESPECT TO ANY RSU COVERED BY THIS AGREEMENT SHALL BE ADJUSTED PROPORTIONATELY
OR AS OTHERWISE APPROPRIATE TO REFLECT ANY INCREASE OR DECREASE IN THE NUMBER OF
ISSUED SHARES OF COMMON STOCK RESULTING FROM A STOCK SPLIT, SPIN-OFF, SPLIT-OFF,
SPLIT-UP, RECAPITALIZATION, CAPITAL REORGANIZATION, RECLASSIFICATION OF SHARES
OF COMMON STOCK, MERGER OR CONSOLIDATION,
OR ANY LIKE CAPITAL ADJUSTMENT, OR
THE PAYMENT OF ANY STOCK DIVIDEND, AND/OR TO REFLECT A CHANGE IN THE CHARACTER
OR CLASS OF SHARES COVERED BY THE PLAN ARISING FROM A READJUSTMENT OR
RECAPITALIZATION OF THE COMPANY'S CAPITAL STOCK, IN EACH CASE AS DETERMINED BY
THE COMMITTEE.
THE PARTICIPANT SHALL NOT HAVE ANY RIGHTS TO CASH DIVIDENDS,
VOTING RIGHTS OR OTHER RIGHTS OF A STOCKHOLDER WITH RESPECT TO THE RSUS COVERED
BY THIS AGREEMENT UNTIL THE COMPANY DELIVERS COMMON STOCK TO THE PARTICIPANT'S
ACCOUNT IN ACCORDANCE WITH SECTION 2(E).
4.
DEFINITIONS.
CAPITALIZED TERMS NOT OTHERWISE DEFINED HEREIN
SHALL HAVE THE SAME MEANINGS AS IN THE PLAN.
THE FOLLOWING TERM SHALL HAVE THE
FOLLOWING MEANING:
2
(A)
"DISABILITY" OR "DISABLED" MEANS, NOTWITHSTANDING ANY DEFINITION
IN THE PLAN, THAT, IN THE DETERMINATION OF THE COMMITTEE, THE PARTICIPANT IS
BOTH (I) UNABLE