RESTRICTED STOCK IS GRANTED.
THE
RESTRICTED STOCK SHALL VEST IN ITS ENTIRETY ON THE THIRD (3RD) ANNIVERSARY OF
THE DATE OF GRANT, PROVIDED THAT THE EXECUTIVE IS EMPLOYED BY THE COMPANY
HEREUNDER ON THE VESTING DATE.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT,
THE RESTRICTED STOCK SHALL BE SUBJECT TO ALL TERMS AND CONDITIONS OF THE STOCK
AND OPTION PLAN AND THE AWARD
AGREEMENT AND TO SUCH COMPANY SECURITIES TRADING
POLICIES GENERALLY APPLICABLE TO COMPANY EXECUTIVES AND THE EQUITY GRANTED TO
THEM, AS IN EFFECT FROM TIME TO TIME.
(III)
THE EXECUTIVE SHALL BE ELIGIBLE FOR
ADDITIONAL GRANTS OF EQUITY COMPENSATION (BY WHICH IS MEANT STOCK OPTIONS,
RESTRICTED STOCK AND RESTRICTED STOCK UNITS, IF ANY, GRANTED BY THE COMPANY TO
EMPLOYEES) DURING THE TERM HEREOF ONLY TO THE EXTENT EXPRESSLY AWARDED TO HIM
INDIVIDUALLY IN THE DISCRETION OF THE BOARD OR ITS DELEGATES.
(IV)
IN THE EVENT THAT (A) THE EXECUTIVE'S
EMPLOYMENT TERMINATES ON MAY 22, 2012 AS A RESULT OF THE EXPIRATION OF THE TERM
HEREOF AND WITHOUT THE COMPANY HAVING MADE AN OFFER TO THE EXECUTIVE TO EXTEND
OR RENEW THIS AGREEMENT AT LEAST THROUGH FEBRUARY 5, 2013 OR TO OTHERWISE
CONTINUE HIS EMPLOYMENT AT LEAST THROUGH FEBRUARY 5, 2013 ON TERMS THAT IN THE
AGGREGATE ARE NOT MATERIALLY LESS FAVORABLE TO THE EXECUTIVE THAN THOSE IN
EFFECT ON THE MAY 22, 2012; OR (B) THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY
TERMINATES AFTER MAY 22, 2012 BUT PRIOR TO FEBRUARY 5, 2013, (I) WHILE HE IS
EMPLOYED BY THE COMPANY ON AN AT-WILL BASIS, AND SUCH TERMINATION IS NOT
INITIATED BY THE COMPANY FOR "CAUSE" AS DEFINED IN SECTION 12 OF THE STOCK AND
OPTION PLAN AND IS NOT THE RESULT OF A VOLUNTARY QUIT BY THE EXECUTIVE OR
(II) WHILE HE IS EMPLOYED UNDER AN EXTENSION OR RENEWAL OF THIS AGREEMENT OR
UNDER ANOTHER CONTRACT OF EMPLOYMENT WITH THE COMPANY; AND SUCH TERMINATION IS
NOT BY THE COMPANY FOR CAUSE OR BY THE EXECUTIVE WITHOUT GOOD REASON (AS "CAUSE"
AND "GOOD REASON" ARE DEFINED IN THE APPLICABLE CONTRACT OF EMPLOYMENT) AND DOES
NOT ENTITLE THE EXECUTIVE TO ACCELERATED VESTING OF THOSE SHARES SUBJECT TO THE
OPTION THAT ARE THEN UNVESTED; AND PROVIDED THAT THE EXECUTIVE SIGNS AND RETURNS
THE RELEASE OF CLAIMS PROVIDED HIM BY THE COMPANY WITHIN THE TIME LIMITATIONS
SPECIFIED THEREIN, WHICH RELEASE OF CLAIMS SHALL BE IN THE FORM SET FORTH IN
EXHIBIT A HERETO, MUTATIS MUTANDIS, AND CONTINUES TO MEET HIS OBLIGATIONS UNDER
THE EMPLOYEE AGREEMENT IN ACCORDANCE WITH ITS TERMS; THEN, THAT PORTION OF THE
OPTION THAT REMAINS UNVESTED ON THE DATE OF TERMINATION SHALL VEST AND BECOME
EXERCISABLE ON THE LATER OF THE EFFECTIVE DATE OF THE RELEASE OF CLAIMS AND THE
DATE THE RELEASE OF CLAIMS, SIGNED BY THE EXECUTIVE, IS RECEIVED BY THE COMPANY
AND SHALL REMAIN EXERCISABLE UNTIL THE END OF THE THREE (3) MONTH PERIOD
FOLLOWING THE DATE OF TERMINATION.
NOTWITHSTANDING THE FOREGOING, HOWEVER, A
RELEASE OF CLAIMS SHALL NOT BE REQUIRED IN THE EVENT OF TERMINATION