PLEDGE, BANKRUPTCY OR IN ANY OTHER MANNER, AND NO SUCH
RESTRICTED STOCK UNITS SHALL BE SUBJECT TO ANY OBLIGATION OR LIABILITY OF
EMPLOYEE OTHER THAN TO PARENT OR THE COMPANY PURSUANT TO THIS AGREEMENT.
(B)
RESTRICTED STOCK SHALL NOT BE TRANSFERRED
EXCEPT IN ACCORDANCE WITH THIS AGREEMENT AND THE STOCKHOLDERS' AGREEMENT, DATED
AS OF MAY 14, 1999, BETWEEN PARENT AND THE STOCKHOLDERS LISTED THEREIN, AS
AMENDED, MODIFIED AND SUPPLEMENTED FROM TIME TO TIME (THE "STOCKHOLDERS'
AGREEMENT"), INCLUDING SECTION 3.2(B) THEREOF, AS IF EMPLOYEE WERE A
SHAREHOLDER.
4.
SERVICE CONDITION AND LAPSE OF
RESTRICTED PERIOD.
(A)
THE RESTRICTED PERIOD SHALL LAPSE WITH
RESPECT TO ONE HUNDRED PERCENT (100%) OF THE RESTRICTED STOCK UNITS ON THE FIFTH
ANNIVERSARY OF THE EFFECTIVE DATE, PROVIDED THAT EMPLOYEE REMAINS CONTINUOUSLY
EMPLOYED BY THE COMPANY DURING THE PERIOD COMMENCING ON THE EFFECTIVE DATE AND
ENDING ON SUCH ANNIVERSARY (THE "SERVICE CONDITION").
(B)
IN THE EVENT EMPLOYEE'S EMPLOYMENT WITH THE
COMPANY IS TERMINATED BY THE COMPANY FOR CAUSE OR BY EMPLOYEE WITHOUT GOOD
REASON, ANY RESTRICTED STOCK UNIT REMAINING SUBJECT TO THE RESTRICTED PERIOD
WILL IMMEDIATELY BE FORFEITED.
(C)
IN THE EVENT EMPLOYEE'S EMPLOYMENT WITH THE
COMPANY IS TERMINATED BY REASON OF DEATH OR DISABILITY, BY THE COMPANY WITHOUT
CAUSE, BY EMPLOYEE FOR GOOD REASON, OR FOR ANY OTHER REASON NOT DESCRIBED IN
SECTION 4(B), ANY RESTRICTED STOCK UNIT REMAINING SUBJECT TO THE RESTRICTED
PERIOD WILL VEST RATABLY ON A DAILY BASIS FOR SERVICE THROUGH THE DATE OF
EMPLOYMENT TERMINATION.
(D)
IN THE EVENT OF A CHANGE OF CONTROL OF THE
COMPANY, ANY RESTRICTED STOCK UNIT REMAINING SUBJECT TO THE RESTRICTED PERIOD
WILL VEST IN FULL SIMULTANEOUSLY THEREWITH.
5.
NO RIGHTS AS A SHAREHOLDER.
PRIOR TO
RECEIPT OF THE UNDERLYING SHARES REPRESENTED BY RESTRICTED STOCK UNITS, EMPLOYEE
SHALL HAVE NO RIGHTS OF A STOCKHOLDER, INCLUDING, WITHOUT LIMITATION, VOTING
RIGHTS, WITH RESPECT TO ANY RESTRICTED STOCK UNITS GRANTED HEREUNDER.
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6.
DELIVERY OF SHARES.
(A)
STOCK CERTIFICATES EVIDENCING THE NUMBER OF
SHARES OF RESTRICTED STOCK IN RESPECT OF RESTRICTED STOCK UNITS AS TO WHICH THE
RESTRICTED PERIOD HAS LAPSED IN ACCORDANCE WITH SECTION 4 SHALL BE DELIVERED TO
EMPLOYEE BY PARENT PROMPTLY ON THE EARLIEST TO OCCUR OF: (I) THE TERMINATION OF
EMPLOYEE'S EMPLOYMENT WITH THE COMPANY (TO THE EXTENT PROVIDED IN SECTION 4);
(II) THE 180TH DAY AFTER AN INITIAL PUBLIC OFFERING OF THE COMMON STOCK; (III)
THE DATE ON WHICH ANY RIGHT OR OBLIGATION TO SELL SHARES OF RESTRICTED STOCK
BECOMES EFFECTIVE HEREUNDER OR UNDER THE STOCKHOLDERS' AGREEMENT AS IF EMPLOYEE
WERE A SHAREHOLDER; AND (IV) THE FIVE YEAR ANNIVERSARY OF THE EFFECTIVE DATE;
PROVIDED, HOWEVER, THAT IF ANY SUCH DATE IS NOT A BUSINESS DAY, THE NEXT
BUSINESS DAY SHALL BE SUBSTITUTED FOR SUCH DATE.
(B)
NOTWITHSTANDING ANY PROVISION OF THIS
AGREEMENT TO THE CONTRARY, ANY STOCK CERTIFICATE DELIVERED TO EMPLOYEE HEREUNDER
OR TO ANY OTHER PERSON OR PARTY AT THE DIRECTION OF EMPLOYEE, SHALL BE SUBJECT
TO ALL OF THE AGREEMENTS, TERMS, LIMITATIONS AND CONDITIONS SET FORTH IN THE
STOCKHOLDERS' AGREEMENT AS IF