THE BOARD OF DIRECTORS OF THE COMPANY AND ITS SUBSIDIARIES, AND IF
PARTICIPANT TERMINATES SERVICE DUE TO RETIREMENT (OR DEATH OR DISABILITY AFTER
BECOMING RETIREMENT ELIGIBLE), PARTICIPANT WILL BE CREDITED WITH AN ADDITIONAL
NUMBER OF RESTRICTED STOCK UNITS EQUAL TO 15% OF THE NUMBER OF RESTRICTED STOCK
UNITS GRANTED PURSUANT TO SECTION 1 OF THIS AGREEMENT, AND DIVIDEND EQUIVALENTS
WITH RESPECT TO SUCH ADDITIONAL RESTRICTED STOCK UNITS AS IF SUCH UNITS HAD BEEN
CREDITED TO PARTICIPANT'S RESTRICTED STOCK UNIT ACCOUNT ON THE AWARD DATE. THE
ADDITIONAL RESTRICTED STOCK UNITS CREDITED PURSUANT TO THIS SECTION 5(H) SHALL
BE SETTLED UPON SUCH TERMINATION OF BOARD SERVICE.
(I)
SECTION 409A.
THIS AGREEMENT IS INTENDED TO COMPLY WITH THE
REQUIREMENTS OF SECTION 409A OF THE CODE AND SHALL BE INTERPRETED IN ACCORDANCE
THEREWITH.
6.
ADJUSTMENTS IN CASE OF CORPORATE TRANSACTIONS.
IF THERE SHOULD
BE ANY CHANGE IN THE COMPANY'S STOCK THROUGH MERGER, CONSOLIDATION,
REORGANIZATION, RECAPITALIZATION, REINCORPORATION, STOCK SPLIT, STOCK DIVIDEND
(IN EXCESS OF 2 PERCENT) OR OTHER CHANGE IN THE CORPORATE STRUCTURE OF THE
COMPANY, THE BOARD OF DIRECTORS AND THE COMMITTEE SHALL MAKE APPROPRIATE
ADJUSTMENTS IN ORDER TO PRESERVE BUT NOT TO DUPLICATE OR OTHERWISE INCREASE THE
BENEFIT TO PARTICIPANT (TAKING INTO ACCOUNT ANY DIVIDEND EQUIVALENTS CREDITED
PURSUANT TO SECTION 4), INCLUDING ADJUSTMENTS IN THE NUMBER OF RESTRICTED STOCK
UNITS CREDITED TO PARTICIPANT'S RESTRICTED STOCK UNIT ACCOUNT (WHICH SHALL
REMAIN SUBJECT TO THE SAME VESTING AND FORFEITURE SCHEDULE OTHERWISE APPLICABLE
TO THE RESTRICTED STOCK UNITS PRIOR TO ADJUSTMENT).
ANY ADJUSTMENT MADE
PURSUANT TO THIS SECTION 6 AS A CONSEQUENCE OF A CHANGE IN THE CORPORATE
STRUCTURE OF THE COMPANY SHALL NOT ENTITLE PARTICIPANT TO RECEIVE A NUMBER OF
SHARES OF STOCK OF THE COMPANY OR SHARES OF STOCK OF ANY SUCCESSOR COMPANY
GREATER THAN THE NUMBER OF SHARES THE PARTICIPANT WOULD RECEIVE IF, PRIOR TO
SUCH CHANGE, PARTICIPANT HAD ACTUALLY HELD A NUMBER OF SHARES OF STOCK EQUAL TO
THE NUMBER OF RESTRICTED STOCK UNITS THEN CREDITED TO HIS OR HER RESTRICTED
STOCK UNIT ACCOUNT.
7.
LIMITATION ON ELIGIBLE DIRECTORS.
THIS AGREEMENT AND THE AWARD
OF RESTRICTED STOCK UNITS HEREUNDER SHALL NOT GIVE PARTICIPANT THE RIGHT TO
CONTINUE TO SERVE AS A MEMBER OF THE BOARD OF DIRECTORS OR ANY RIGHTS OR
INTERESTS OTHER THAN AS HEREIN PROVIDED.
8.
BENEFICIARIES.
(A)
BENEFICIARY DESIGNATION.
UPON FORMS PROVIDED BY AND SUBJECT TO
CONDITIONS IMPOSED BY THE COMMITTEE, PARTICIPANT MAY DESIGNATE IN WRITING THE
BENEFICIARY OR BENEFICIARIES (AS DEFINED BELOW) WHOM SUCH PARTICIPANT DESIRES TO
RECEIVE ANY AMOUNTS PAYABLE UNDER THIS AGREEMENT AFTER HIS OR HER DEATH.
A
BENEFICIARY DESIGNATION MUST BE SIGNED AND DATED BY PARTICIPANT AND DELIVERED TO
THE COMMITTEE TO BECOME EFFECTIVE.
THE COMPANY AND THE COMMITTEE MAY RELY ON
PARTICIPANT'S DESIGNATION OF A BENEFICIARY OR BENEFICIARIES LAST FILED IN
ACCORDANCE WITH THIS AGREEMENT.
(B)
DEFINITION OF BENEFICIARY.
PARTICIPANT'S "BENEFICIARY" OR
"BENEFICIARIES" SHALL BE THE PERSON(S) DESIGNATED IN WRITING BY PARTICIPANT TO
RECEIVE HIS OR HER BENEFITS UNDER THIS AGREEMENT IF PARTICIPANT DIES BEFORE
RECEIVING ALL OF HIS OR HER BENEFITS.
IN