ORDINARY OR
EXTRAORDINARY CASH DIVIDEND (OR SIMILAR DISTRIBUTIONS) TO HOLDERS OF COMPANY
COMMON STOCK, THE OPTIONEE WILL BE CREDITED WITH DIVIDEND EQUIVALENT RIGHTS WITH
RESPECT TO THE OPTIONS AS FOLLOWS.
DIVIDEND
7
EQUIVALENTS RELATING TO VESTED OPTIONS SHALL BE PAID TO THE OPTIONEE IN CASH AT
THE SAME TIME DIVIDENDS ARE PAID TO HOLDERS OF COMPANY COMMON STOCK.
DIVIDEND
EQUIVALENTS RELATING TO UNVESTED OPTIONS WILL BE CREDITED TO A NOTIONAL ACCOUNT
MAINTAINED ON THE BOOKS OF THE COMPANY FOR THE BENEFIT OF THE OPTIONEE, WHICH
ACCOUNT SHALL NOT ACCRUE INTEREST.
THE OPTIONEE WILL BECOME VESTED IN SUCH
ACCOUNT AT THE SAME TIME AS THE OPTIONS TO WHICH THE DIVIDEND EQUIVALENTS RELATE
VEST AND BECOME EXERCISABLE, AND SUCH VESTED AMOUNTS SHALL BE PAYABLE IN CASH
UPON THE APPLICABLE VESTING DATE, AND IN NO EVENT LATER THAN 21⁄2 MONTHS FOLLOWING
THE END OF THE CALENDAR YEAR IN WHICH THE APPLICABLE VESTING DATE OCCURS.
UNVESTED AMOUNTS HELD IN SUCH ACCOUNT SHALL BE FORFEITED BY THE OPTIONEE UPON
THE DATE OF ANY TERMINATION OF EMPLOYMENT; PROVIDED, HOWEVER, THAT IF SUCH
TERMINATION RESULTS IN THE CONTINUATION OF UNVESTED OPTIONS FROM THE FIRST AND
SECOND PERFORMANCE-BASED TRANCHES, AS PROVIDED IN SECTIONS 7(A) AND 7(B), ABOVE,
FORFEITURE OF DIVIDEND EQUIVALENTS SHALL BE DELAYED UNTIL THE TWELVE (12) MONTH
ANNIVERSARY OF SUCH TERMINATION, AND TO THE EXTENT THAT ANY OPTIONS VEST DURING
SUCH TWELVE (12) MONTH PERIOD, SUCH RELATED DIVIDEND EQUIVALENTS SHALL ALSO VEST
AND BE PAID TO THE OPTIONEE IN CASH ON THE TWELVE (12) MONTH ANNIVERSARY OF SUCH
TERMINATION OR, IF THE OPTIONS ARE FORFEITED, SUCH RELATED DIVIDEND EQUIVALENTS
SHALL ALSO BE FORFEITED.
11.
TAXES AND WITHHOLDING.
THE COMPANY OR ANY SUBSIDIARY MAY WITHHOLD,
OR REQUIRE THE OPTIONEE TO REMIT TO THE COMPANY OR ANY SUBSIDIARY, AN AMOUNT
SUFFICIENT TO SATISFY FEDERAL, STATE, LOCAL OR FOREIGN TAXES (INCLUDING THE
OPTIONEE'S FICA OBLIGATION) IN CONNECTION WITH ANY PAYMENT MADE OR BENEFIT
REALIZED BY THE OPTIONEE OR OTHER PERSON UNDER THIS AGREEMENT OR OTHERWISE, AND
IF THE AMOUNTS AVAILABLE TO THE COMPANY OR ANY SUBSIDIARY FOR SUCH WITHHOLDING
ARE INSUFFICIENT, IT SHALL BE A CONDITION TO THE RECEIPT OF SUCH PAYMENT OR THE
REALIZATION OF SUCH BENEFIT THAT OPTIONEE OR SUCH OTHER PERSON MAKE ARRANGEMENTS
SATISFACTORY TO THE COMPANY OR ANY SUBSIDIARY FOR PAYMENT OF THE BALANCE OF SUCH
TAXES REQUIRED TO BE WITHHELD.
THE OPTIONEE MAY ELECT TO HAVE SUCH WITHHOLDING
OBLIGATION SATISFIED BY SURRENDERING TO THE COMPANY OR ANY SUBSIDIARY A PORTION
OF THE OPTION SHARES THAT ARE ISSUED OR TRANSFERRED TO THE OPTIONEE UPON THE
EXERCISE OF AN OPTION (BUT ONLY TO THE EXTENT OF THE MINIMUM WITHHOLDING
REQUIRED BY LAW), AND THE OPTION SHARES SO SURRENDERED BY OPTIONEE SHALL BE
CREDITED AGAINST ANY SUCH WITHHOLDING OBLIGATION AT THE FAIR MARKET VALUE (WHICH
FOR SUCH PURPOSE SHALL HAVE THE MEANING SET FORTH IN THE STOCKHOLDERS AGREEMENT)
OF SUCH SHARES ON THE DATE OF SUCH SURRENDER.
12.
COMPLIANCE WITH LAW.
THE COMPANY SHALL MAKE REASONABLE EFFORTS TO
COMPLY WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES