AND SHALL BE DEEMED TO HAVE BEEN INVESTED IN SHARES ON
THE RECORD DATE ESTABLISHED FOR THE RELATED DIVIDEND AND, ACCORDINGLY, A NUMBER
OF RESTRICTED UNITS SHALL BE CREDITED TO THE DIRECTOR'S ACCOUNT EQUAL TO THE
GREATEST WHOLE NUMBER WHICH MAY BE OBTAINED BY DIVIDING (I) THE VALUE OF SUCH
DIVIDEND EQUIVALENTS ON THE RECORD DATE BY (II) THE FAIR MARKET VALUE OF A SHARE
ON SUCH DATE.
ANY ADDITIONAL RESTRICTED UNITS CREDITED IN RESPECT OF DIVIDEND
EQUIVALENTS PAID ON RESTRICTED UNITS FOR WHICH THE PERIOD OF RESTRICTION HAS NOT
EXPIRED SHALL BECOME VESTED AND NONFORFEITABLE, IF AT ALL, ON THE SAME TERMS AND
CONDITIONS AS ARE APPLICABLE IN RESPECT OF THE RESTRICTED UNITS WITH RESPECT TO
WHICH SUCH DIVIDEND EQUIVALENTS WERE PAYABLE.
5.
CHANGE IN CONTROL.
IN THE EVENT OF A CHANGE IN CONTROL, ALL OF THE
DIRECTOR'S RESTRICTED UNITS SHALL BE TREATED IN ACCORDANCE WITH THE PROVISIONS
OF ARTICLE IX OF THE PLAN.
6.
SETTLEMENT OF RESTRICTED UNITS.
THE COMPANY SHALL DELIVER TO THE DIRECTOR
(OR, IF APPLICABLE, TO THE DIRECTOR'S BENEFICIARY) THAT NUMBER OF SHARES EQUAL
TO THE NUMBER OF RESTRICTED UNITS GRANTED UNDER THIS AGREEMENT (INCLUDING
ADDITIONAL RESTRICTED UNITS CREDITED IN RESPECT OF DIVIDED EQUIVALENTS) FOR
WHICH THE PERIOD OF RESTRICTION HAS PREVIOUSLY EXPIRED OR EXPIRES IN CONNECTION
WITH ANY EVENT ENUMERATED IN THIS SECTION 6, AS SOON AS PRACTICABLE FOLLOWING
THE EARLIER TO OCCUR OF (I) THE DIRECTOR'S SEPARATION FROM SERVICE AS A DIRECTOR
OF THE COMPANY, (II) THE DATE THE DIRECTOR BECOMES DISABLED (AS DEFINED IN
SECTION 409A(A)(2)(C) OF THE CODE), (III) THE DIRECTOR'S DEATH, (IV) A CHANGE IN
THE OWNERSHIP OR EFFECTIVE CONTROL OF THE COMPANY, OR IN THE OWNERSHIP OF A
SUBSTANTIAL PORTION OF THE COMPANY'S ASSETS (AS SUCH TERMS ARE DEFINED IN
SECTION 409A(A)(2)(A)(V) OF THE CODE AND THE INTERPRETIVE GUIDANCE THEREUNDER),
OR (V) THE DATE, IF ANY, SET FORTH ON THE SIGNATURE PAGE HERETO.
7.
DIRECTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS.
(A)
INVESTMENT INTENTION.
THE DIRECTOR REPRESENTS AND WARRANTS THAT THE
RESTRICTED UNITS HAVE BEEN, AND ANY SHARES WILL BE, ACQUIRED BY THE DIRECTOR
SOLELY FOR THE DIRECTOR'S OWN ACCOUNT FOR INVESTMENT AND NOT WITH A VIEW TO OR
FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF.
THE DIRECTOR FURTHER
UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THE RESTRICTED UNITS, AND ANY SHARES,
MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
EXCEPT TO THE EXTENT EXPRESSLY PERMITTED HEREBY AND AT ALL TIMES IN COMPLIANCE
WITH THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS
OF THE SECURITIES EXCHANGE COMMISSION
THEREUNDER, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR "BLUE SKY"
LAWS AND NON-U.S. SECURITIES LAWS.
8.
MISCELLANEOUS.
(A)
BINDING EFFECT; BENEFITS.
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE PARTIES TO THIS AGREEMENT AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS.
NOTHING IN THIS AGREEMENT, EXPRESS OR IMPLIED, IS
INTENDED OR SHALL BE CONSTRUED TO GIVE ANY PERSON OTHER THAN THE PARTIES TO THIS
AGREEMENT OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS ANY