IN CONTROL
TERMINATION"), ALL OF THE RSUS UNVESTED PRIOR TO SUCH CHANGE IN CONTROL
TERMINATION SHALL VEST ON THE DATE OF THE CHANGE IN CONTROL TERMINATION.
3.
DELIVERY OF COMMON STOCK.
SUBJECT TO THE TERMS OF SECTION 5
BELOW, IF THE RSUS AWARDED BY THIS AGREEMENT BECOME VESTED, THE COMPANY SHALL
PROMPTLY DISTRIBUTE TO GRANTEE THE NUMBER OF SHARES OF COMMON STOCK EQUAL TO THE
NUMBER OF THE RSUS THAT SO VESTED; PROVIDED THAT TO THE EXTENT REQUIRED BY CODE
SECTION 409A, DELIVERY OF SHARES OF COMMON STOCK UPON A PARTICIPANT'S
"SEPARATION FROM SERVICE" WITHIN THE MEANING OF CODE SECTION 409A SHALL BE
DEFERRED UNTIL THE SIX MONTH ANNIVERSARY OF SUCH SEPARATION FROM SERVICE.
IN
CONNECTION WITH THE DELIVERY OF THE SHARES OF COMMON STOCK PURSUANT TO THIS
AGREEMENT, THE PARTICIPANT AGREES TO EXECUTE ANY DOCUMENTS REASONABLY REQUESTED
BY THE COMPANY AND PROVIDE THEREIN CUSTOMARY REPRESENTATIONS AND WARRANTIES
RELATED TO THE RECEIPT OF SUCH SHARES OF COMMON STOCK.
4.
CERTIFICATES.
THE SHARES OF GRANTEE STOCK MAY BE IN CERTIFICATED
OR UNCERTIFICATED FORM, AS PERMITTED BY THE COMPANY'S BYLAWS.
5.
CORPORATE EVENT.
(A)
IN THE EVENT ANY DIVIDEND OR DISTRIBUTION OF COMMON STOCK,
RECAPITALIZATION, STOCK SPLIT, REVERSE STOCK SPLIT, REORGANIZATION, MERGER,
CONSOLIDATION, SPLIT-UP, SPIN-OFF, COMBINATION, CHANGE OF CONTROL OR EXCHANGE OF
COMMON STOCK OR OTHER SECURITIES OF THE COMPANY, OR OTHER CORPORATE TRANSACTION
OR EVENT AFFECTS THE COMMON STOCK, OR IN THE EVENT OF THE SALE, TRANSFER OR
OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE BUSINESS AND ASSETS OF THE
COMPANY, WHETHER BY SALE OF ASSETS, MERGER OR OTHERWISE (DETERMINED ON A
CONSOLIDATED BASIS) TO A THIRD PARTY (OR GROUP OF AFFILIATED THIRD PARTIES)
(EACH, A "CORPORATE EVENT"), THE BOARD SHALL, IN SUCH MANNER AS IT IN GOOD FAITH
DEEMS EQUITABLE, (I) ADJUST ANY OR ALL OF THE NUMBER OF SHARES OF GRANTEE STOCK
OR OTHER SECURITIES OF THE COMPANY (OR NUMBER AND KIND OF OTHER SECURITIES OR
PROPERTY) SUBJECT TO THE RSUS, OR (II) MAKE PROVISION FOR AN IMMEDIATE CASH
PAYMENT TO GRANTEE IN CONSIDERATION FOR THE CANCELLATION OF THE RSUS.
NOTWITHSTANDING THE PROVISIONS OF THIS SECTION 5 OR SECTION 2(C), IN THE EVENT
(X) ANY RSUS WOULD OTHERWISE VEST PURSUANT TO SECTION 2(C) AND (Y) THE COMPANY
IS NOT THE SURVIVING ENTITY IN ANY CHANGE IN CONTROL OR THE COMPANY SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF ALL OR SUBSTANTIALLY ALL OF ITS BUSINESS OR
ASSETS PURSUANT TO SUCH CHANGE IN CONTROL, THEN THE COMPANY MAY PROVIDE THAT ANY
SUCCESSOR TO THE COMPANY AND/OR ITS ASSETS PURSUANT TO SUCH CHANGE IN CONTROL
SHALL PROVIDE GRANTEE WITH THE SAME PER SHARE CONSIDERATION PROVIDED TO A HOLDER
OF COMMON STOCK IN CONNECTION WITH SUCH CHANGE IN CONTROL IN LIEU OF OTHERWISE
ALLOWING SUCH RSUS TO VEST PURSUANT TO SECTION 2(C).
3
(B)
IF THE COMPANY ENTERS INTO OR IS INVOLVED IN ANY CORPORATE EVENT,
THE BOARD MAY, PRIOR TO SUCH CORPORATE EVENT AND EFFECTIVE UPON SUCH CORPORATE
EVENT, TAKE SUCH ACTION AS IT DEEMS APPROPRIATE, INCLUDING, BUT NOT LIMITED