ACCORDANCE WITH
THE TERMS OF SECTION 9.2 OF THE PLAN.
3.
CERTIFICATION AND SETTLEMENT OF PERFORMANCE STOCK UNITS.
(A)
CERTIFICATION.
NOT LATER THAN 30 DAYS AFTER THE END OF THE PERFORMANCE
PERIOD, THE COMMITTEE SHALL CERTIFY, IN WRITING, WHETHER OR NOT THE GOAL HAS
BEEN ACHIEVED.
THE DATE ON WHICH THE COMMITTEE CERTIFIES WHETHER OR NOT THE
GOAL HAS BEEN ACHIEVED IS REFERRED TO HEREIN AS THE "CERTIFICATION DATE".
(B)
SETTLEMENT.
SUBJECT TO SECTION 9(G), NOT LATER THAN 30 DAYS AFTER THE
LAPSE OF THE RESTRICTION PERIOD, THE COMPANY SHALL ISSUE TO THE PARTICIPANT ONE
SHARE OF COMMON STOCK UNDERLYING EACH PERFORMANCE STOCK UNIT AS TO WHICH THE
RESTRICTION PERIOD HAS LAPSED.
UPON ISSUANCE, SUCH SHARES OF COMMON STOCK MAY
BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED OR OTHERWISE ALIENATED OR HYPOTHECATED
IN COMPLIANCE WITH ALL APPLICABLE LAW, THIS AGREEMENT AND ANY OTHER AGREEMENT TO
WHICH SUCH SHARES ARE SUBJECT.
4.
FORFEITURE.
NOTWITHSTANDING ANYTHING IN THE PLAN OR THIS AGREEMENT TO THE
CONTRARY, IF, DURING THE COVERED PERIOD, THE PARTICIPANT ENGAGES IN WRONGFUL
CONDUCT, THEN ANY PERFORMANCE STOCK UNITS FOR WHICH THE RESTRICTION PERIOD HAS
NOT THEN LAPSED SHALL AUTOMATICALLY TERMINATE AND BE CANCELED UPON THE DATE ON
WHICH THE PARTICIPANT FIRST ENGAGED IN SUCH WRONGFUL CONDUCT.
IF THE
PARTICIPANT ENGAGES IN WRONGFUL CONDUCT OR IF THE PARTICIPANT'S EMPLOYMENT IS
TERMINATED FOR CAUSE, THE PARTICIPANT SHALL PAY TO THE COMPANY IN CASH ANY
PERFORMANCE-BASED FINANCIAL GAIN THE PARTICIPANT REALIZED FROM THE LAPSE OF THE
RESTRICTION PERIOD APPLICABLE TO ALL OR A PORTION OF THE PERFORMANCE STOCK UNITS
HAVING A VESTING DATE WITHIN THE WRONGFUL CONDUCT PERIOD.
BY ENTERING INTO THIS
AGREEMENT, THE PARTICIPANT HEREBY CONSENTS TO AND AUTHORIZES THE COMPANY AND THE
3
SUBSIDIARIES TO DEDUCT FROM ANY AMOUNTS PAYABLE BY SUCH ENTITIES TO THE
PARTICIPANT ANY AMOUNTS THE PARTICIPANT OWES TO THE COMPANY UNDER THIS SECTION 4
TO THE EXTENT PERMITTED BY LAW.
THIS RIGHT OF SET-OFF IS IN ADDITION TO ANY
OTHER REMEDIES THE COMPANY MAY HAVE AGAINST THE PARTICIPANT FOR THE
PARTICIPANT'S BREACH OF THIS SECTION 4.
THE PARTICIPANT'S OBLIGATIONS UNDER
THIS SECTION 4 SHALL BE CUMULATIVE (BUT NOT DUPLICATIVE) OF ANY SIMILAR
OBLIGATIONS THE PARTICIPANT HAS UNDER THE PLAN, THIS AGREEMENT OR ANY OTHER
AGREEMENT WITH THE COMPANY OR ANY SUBSIDIARY.
5.
EFFECT OF FINANCIAL RESTATEMENTS.
IN THE EVENT THAT THE PARTICIPANT COMMITS
MISCONDUCT OR GROSS NEGLIGENCE (WHETHER OR NOT SUCH MISCONDUCT OR GROSS
NEGLIGENCE IS DEEMED OR COULD BE DEEMED TO BE AN EVENT CONSTITUTING CAUSE) AND
AS A RESULT OF, OR IN CONNECTION WITH, SUCH MISCONDUCT OR GROSS NEGLIGENCE THE
COMPANY RESTATES ANY OF ITS FINANCIAL STATEMENTS, THEN THE COMMITTEE MAY REQUIRE
ANY OR ALL OF THE FOLLOWING:
(A)
THAT THE PARTICIPANT FORFEIT SOME OR ALL OF THE PERFORMANCE UNITS SUBJECT
TO THIS AGREEMENT AT THE TIME OF SUCH RESTATEMENT,
(B)
THAT THE PARTICIPANT FORFEIT SOME OR ALL OF THE SHARES OF COMMON STOCK HELD
BY THE PARTICIPANT AT THE TIME OF SUCH RESTATEMENT THAT HAD BEEN RECEIVED IN
SETTLEMENT OF PERFORMANCE STOCK UNITS SUBJECT