AND SET FORTH IN THE APPLICABLE
AWARD AGREEMENT THE TERMS AND CONDITIONS ON WHICH AN SAR SHALL REMAIN
EXERCISABLE, IF AT ALL, FOLLOWING TERMINATION OF A PARTICIPANT'S CONTINUOUS
SERVICE.
THE PROVISIONS OF SECTION 6(H) ABOVE SHALL APPLY TO THE EXTENT AN
AWARD AGREEMENT DOES NOT SPECIFY THE TERMS AND CONDITIONS UPON WHICH AN SAR
SHALL TERMINATE WHEN THERE IS A TERMINATION OF A PARTICIPANT'S CONTINUOUS
SERVICE.
8.
RESTRICTED SHARES, RESTRICTED SHARE
UNITS, AND UNRESTRICTED SHARES
(A)
GRANTS.
THE COMMITTEE MAY IN ITS SOLE
DISCRETION GRANT RESTRICTED SHARES ("RESTRICTED SHARES") TO ANY ELIGIBLE PERSON
AND SHALL EVIDENCE SUCH GRANT IN AN AWARD AGREEMENT THAT IS DELIVERED TO THE
PARTICIPANT AND THAT SETS FORTH THE NUMBER OF RESTRICTED SHARES, THE PURCHASE
PRICE FOR SUCH RESTRICTED SHARES (IF ANY), AND THE TERMS UPON WHICH THE
RESTRICTED SHARES MAY BECOME VESTED.
IN ADDITION, THE COMPANY MAY IN ITS
DISCRETION GRANT THE RIGHT TO RECEIVE SHARES AFTER CERTAIN VESTING REQUIREMENTS
ARE MET ("RESTRICTED SHARE UNITS") TO ANY ELIGIBLE PERSON AND SHALL EVIDENCE
SUCH GRANT IN AN AWARD AGREEMENT THAT IS DELIVERED TO THE PARTICIPANT WHICH SETS
FORTH THE NUMBER OF SHARES (OR FORMULA, THAT MAY BE BASED ON FUTURE PERFORMANCE
OR CONDITIONS, FOR DETERMINING THE NUMBER OF SHARES) THAT THE PARTICIPANT SHALL
BE ENTITLED TO RECEIVE UPON VESTING AND THE TERMS UPON WHICH THE SHARES SUBJECT
TO A RESTRICTED SHARE UNIT MAY BECOME VESTED.
THE COMMITTEE MAY CONDITION ANY
AWARD OF RESTRICTED SHARES OR RESTRICTED SHARE UNITS TO A PARTICIPANT ON
RECEIVING FROM THE PARTICIPANT SUCH FURTHER ASSURANCES AND DOCUMENTS AS THE
COMMITTEE MAY REQUIRE TO ENFORCE THE RESTRICTIONS.
IN ADDITION, THE COMMITTEE
MAY GRANT AWARDS HEREUNDER IN THE FORM OF UNRESTRICTED SHARES ("UNRESTRICTED
SHARES"), WHICH SHALL VEST IN FULL UPON THE DATE OF GRANT OR SUCH OTHER DATE AS
THE COMMITTEE MAY DETERMINE OR WHICH THE COMMITTEE MAY ISSUE PURSUANT TO ANY
PROGRAM UNDER WHICH ONE OR MORE ELIGIBLE PERSONS (SELECTED BY THE COMMITTEE IN
ITS SOLE DISCRETION) ELECT TO RECEIVE UNRESTRICTED SHARES IN LIEU OF CASH
BONUSES THAT WOULD OTHERWISE BE PAID.
9
(B)
VESTING AND FORFEITURE.
THE COMMITTEE SHALL SET FORTH IN AN AWARD
AGREEMENT GRANTING RESTRICTED SHARES OR RESTRICTED SHARE UNITS, THE TERMS AND
CONDITIONS UNDER WHICH THE PARTICIPANT'S INTEREST IN THE RESTRICTED SHARES OR
THE SHARES SUBJECT TO RESTRICTED SHARE UNITS WILL BECOME VESTED AND
NON-FORFEITABLE.
EXCEPT AS SET FORTH IN THE APPLICABLE AWARD AGREEMENT OR THE
COMMITTEE OTHERWISE DETERMINES, UPON TERMINATION OF A PARTICIPANT'S CONTINUOUS
SERVICE FOR ANY OTHER REASON, THE PARTICIPANT SHALL FORFEIT HIS OR HER
RESTRICTED SHARES AND RESTRICTED SHARE UNITS; PROVIDED THAT IF A PARTICIPANT
PURCHASES THE RESTRICTED SHARES AND FORFEITS THEM FOR ANY REASON, THE COMPANY
SHALL RETURN THE PURCHASE PRICE TO THE PARTICIPANT ONLY IF AND TO THE EXTENT SET
FORTH IN AN AWARD AGREEMENT.
(C)
ISSUANCE OF RESTRICTED SHARES PRIOR TO VESTING.
THE COMPANY SHALL
ISSUE STOCK CERTIFICATES THAT EVIDENCE RESTRICTED SHARES PENDING THE LAPSE OF
APPLICABLE RESTRICTIONS, AND THAT BEAR A LEGEND MAKING APPROPRIATE REFERENCE TO
SUCH RESTRICTIONS.
EXCEPT AS SET