SUBSIDIARIES SINCE THE DATE HEREOF, SUCH THAT, SUBJECT TO
THE OTHER TERMS AND CONDITIONS OF THIS AGREEMENT, ALL OF THE RSUS SHALL VEST ON
[
](1).
(B)
EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 3, IF DIRECTOR'S
DIRECTORSHIP WITH THE COMPANY AND/OR ITS SUBSIDIARIES TERMINATES FOR ANY REASON
(INCLUDING UPON THE DEATH OR DISABILITY OF DIRECTOR 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 DIRECTOR (AND DIRECTOR'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 SECTIONS 3(A)-(B) ABOVE, UPON A TERMINATION OF
DIRECTOR'S DIRECTORSHIP WITH THE COMPANY THAT ALSO CONSTITUTES A "SEPARATION
FROM SERVICE" WITHIN THE MEANING OF TREAS. REG. § 1.409A-3(I)(5) WITHIN TWELVE
MONTHS FOLLOWING A "CHANGE IN CONTROL," AS DEFINED BELOW, OF THE COMPANY (THE
"CHANGE IN CONTROL TERMINATION"), IF THE CHANGE IN CONTROL TERMINATION OCCURS ON
OR BEFORE [
],(2)
ALL OF THE RSUS SHALL VEST ON THE DATE OF
THE CHANGE IN CONTROL TERMINATION.
FOR PURPOSES OF THIS AGREEMENT, (X) THE TERM
"CHANGE IN CONTROL" MEANS (I) THE CONSUMMATION OF ANY TRANSACTION OR SERIES OF
TRANSACTIONS RESULTING IN A THIRD PARTY (OR GROUP OF AFFILIATED THIRD PARTIES)
OWNING, DIRECTLY OR INDIRECTLY, SECURITIES OF THE COMPANY POSSESSING THE VOTING
POWER TO ELECT A MAJORITY OF THE MEMBERS OF THE BOARD (WHETHER BY MERGER,
CONSOLIDATION OR SALE OR TRANSFER OF THE COMPANY'S SECURITIES) OR (II) THE SALE,
TRANSFER OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE BUSINESS AND
ASSETS OF THE COMPANY, WHETHER BY SALE OF ASSETS, MERGER OR OTHERWISE
(DETERMINED ON A CONSOLIDATED BASIS) TO A THIRD PARTY (OR GROUP OF AFFILIATED
THIRD PARTIES), AND (Y) THE TERM "THIRD PARTY" MEANS ANY PERSON OR ENTITY WHO OR
WHICH (I) DID NOT OWN ANY OF THE COMPANY'S SECURITIES AS OF JUNE 30, 2008,
(II) IS NOT CONTROLLING, CONTROLLED BY OR UNDER COMMON CONTROL WITH ANY PERSON
OR ENTITY THAT OWNS ANY OF THE COMPANY'S SECURITIES AS OF THE DATE OF THIS
AGREEMENT AND (III) IS NOT THE SPOUSE OR DESCENDENT (BY BIRTH OR ADOPTION) OF
ANY PERSON WHO DIRECTLY OR INDIRECTLY OWNS OR CONTROLS ANY OF THE COMPANY'S
SECURITIES AS OF THE DATE OF THIS AGREEMENT.
UPON THE OCCURRENCE OF A CHANGE IN
CONTROL TERMINATION IN THE TIME PERIOD DESCRIBED IN THE FIRST SENTENCE OF THIS
SECTION 3(C), THE BOARD SHALL BE PERMITTED, IN ITS SOLE DISCRETION, TO CAUSE THE
COMPANY TO PAY TO DIRECTOR IN SUBSTITUTION FOR THE VESTING OF DIRECTOR'S RSUS
AND THE DELIVERY OF COMMON STOCK TO DIRECTOR UNDER SUCH CIRCUMSTANCES AND IN
RESPECT OF EACH SHARE OF COMMON STOCK THAT WOULD OTHERWISE BE ISSUABLE UPON SUCH
VESTING, CASH IN AN AMOUNT PER SHARE OF COMMON STOCK EQUAL TO THE PRICE PER
SHARE PAYABLE IN THE CHANGE IN CONTROL IN RESPECT OF EACH ISSUED AND OUTSTANDING
SHARE OF COMMON STOCK.
(1) One year from date of