EXECUTIVE IS ELIGIBLE TO RECEIVED UNDER THE COMPANY'S 2004 GLOBAL SALES
INCENTIVE COMPENSATION PLAN OR ANY SUCCESSOR PLAN THERETO ("SALES PLAN"), BUT
WILL INCLUDE ANY BONUS CALCULATED ON THE BASIS OF (I) CORPORATE OBJECTIVES
APPLICABLE TO ALL EXECUTIVES OF THE COMPANY (IF SPECIFIED IN THE SALES PLAN) AND
(II) ANY QUARTERLY BONUS CALCULATED ON THE BASIS OF QUARTERLY QUOTA ACHIEVEMENT
SPECIFIED IN THE SALES PLAN, ASSUMING ACHIEVEMENT OF THE GREATER OF (X) 100% OF
THE QUARTERLY QUOTA OR (Y) THE ACTUAL PERCENTAGE OF THE QUARTERLY QUOTA ACHIEVED
PRIOR TO THE TERMINATION DATE.
(H)
"SUCCESSOR" SHALL MEAN ANY SUCCESSOR TO THE COMPANY (WHETHER
DIRECT OR INDIRECT, BY CHANGE IN CONTROL, OPERATION OF LAW OR OTHERWISE),
INCLUDING BUT NOT LIMITED TO ANY SUCCESSOR (WHETHER DIRECT OR INDIRECT, BY
CHANGE IN CONTROL, OPERATION OF LAW OR OTHERWISE) TO, OR ULTIMATE PARENT ENTITY
OF ANY SUCCESSOR TO, THE COMPANY.
7.
INCORPORATION OF PLAN. NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, THIS AWARD SHALL BE SUBJECT TO AND GOVERNED BY ALL THE TERMS AND
CONDITIONS OF THE PLAN. CAPITALIZED
7
terms in this Award shall have the meaning specified in the Plan, unless a
different meaning is specified herein.
8.
NON-TRANSFERABILITY. THIS AWARD IS PERSONAL TO THE GRANTEE, IS
NON-ASSIGNABLE AND IS NOT TRANSFERABLE IN ANY MANNER, BY OPERATION OF LAW OR
OTHERWISE, OTHER THAN BY WILL OR THE LAWS OF DESCENT AND DISTRIBUTION.
9.
TAX WITHHOLDING. THE COMPANY INTENDS TO MEET ITS MINIMUM TAX
WITHHOLDING OBLIGATION BY WITHHOLDING FROM SHARES OF STOCK TO BE ISSUED TO THE
GRANTEE.
10.
ELECTION UNDER SECTION 83(B). THE GRANTEE AND THE COMPANY HEREBY
AGREE THAT THE GRANTEE MAY, WITHIN 30 DAYS FOLLOWING THE ACCEPTANCE OF THIS
AWARD AS PROVIDED IN PARAGRAPH 2 HEREOF, FILE WITH THE INTERNAL REVENUE SERVICE
AND THE COMPANY AN ELECTION UNDER SECTION 83(B) OF THE INTERNAL REVENUE CODE. IN
THE EVENT THE GRANTEE MAKES SUCH AN ELECTION, HE/SHE AGREES TO PROVIDE A COPY OF
THE ELECTION TO THE COMPANY.
11.
NO OBLIGATION TO CONTINUE EMPLOYMENT. NEITHER THE COMPANY NOR ANY
SUBSIDIARY IS OBLIGATED BY OR AS A RESULT OF THE PLAN OR THIS AWARD TO CONTINUE
THE GRANTEE IN EMPLOYMENT AND NEITHER THE PLAN NOR THIS AWARD SHALL INTERFERE IN
ANY WAY WITH THE RIGHT OF THE COMPANY OR ANY SUBSIDIARY TO TERMINATE THE
EMPLOYMENT OF THE GRANTEE AT ANY TIME.
12.
NOTICES. NOTICES HEREUNDER SHALL BE MAILED OR DELIVERED TO THE
COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS AND SHALL BE MAILED OR DELIVERED TO
THE GRANTEE AT THE ADDRESS ON FILE WITH THE COMPANY OR, IN EITHER CASE, AT SUCH
OTHER ADDRESS AS ONE PARTY MAY SUBSEQUENTLY FURNISH TO THE OTHER PARTY IN
WRITING.
13.
SUCCESSORS AND ASSIGNS. THE COMPANY WILL REQUIRE ITS RESPECTIVE
ASSIGN AND SUCCESSORS TO EXPRESSLY ASSUME THIS AWARD AND TO AGREE TO PERFORM
HEREUNDER IN THE SAME MANNER AND THE SAME EXTENT THAT THE COMPANY WOULD BE
REQUIRED TO PERFORM IF NO SUCH SUCCESSION OR ASSIGNMENT HAD TAKEN PLACE.
REGARDLESS OF WHETHER SUCH AN AGREEMENT IS EXECUTED, THIS