amount; and
Z = the Fair Market Value per share of Common Stock (as determined under the
Plan) on the dividend payment date.
(B)
IN THE CASE OF A DIVIDEND PAID ON COMMON
STOCK IN THE FORM OF COMMON STOCK, INCLUDING WITHOUT LIMITATION A DISTRIBUTION
OF COMMON STOCK BY REASON OF A STOCK DIVIDEND, STOCK SPLIT OR OTHERWISE, THE
NUMBER OF RESTRICTED STOCK UNITS CREDITED TO THE GRANTEE SHALL BE INCREASED BY A
NUMBER EQUAL TO THE PRODUCT OF (I) THE AGGREGATE NUMBER OF RESTRICTED STOCK
UNITS THAT HAVE BEEN AWARDED TO THE GRANTEE THROUGH THE RELATED DIVIDEND RECORD
DATE, AND (II) THE NUMBER OF SHARES OF COMMON STOCK (INCLUDING ANY FRACTION
THEREOF) PAYABLE AS DIVIDEND ON ONE SHARE OF COMMON STOCK.
ANY ADDITIONAL
RESTRICTED STOCK UNITS SHALL BE SUBJECT TO THE VESTING AND RESTRICTIONS OF THIS
AGREEMENT IN THE SAME MANNER AND FOR SO LONG AS THE RESTRICTED STOCK UNITS
GRANTED PURSUANT TO THIS AGREEMENT TO WHICH THEY RELATE REMAIN SUBJECT TO SUCH
VESTING AND RESTRICTIONS, AND SHALL BE PROMPTLY FORFEITED TO THE COMPANY IF AND
WHEN SUCH RESTRICTED STOCK UNITS ARE SO FORFEITED.
10.
STOCK SPLITS, RECAPITALIZATIONS AND OTHER
EVENTS.
IF THE OUTSTANDING SHARES OF THE COMMON STOCK SHALL BE SUBDIVIDED INTO
A GREATER NUMBER OF SHARES OR COMBINED INTO A SMALLER NUMBER OF SHARES, OR IN
THE EVENT OF A RECLASSIFICATION OF THE OUTSTANDING SHARES OF COMMON STOCK, OR IF
THE COMPANY SHALL BE A PARTY TO ANY MERGER, CONSOLIDATION, RECAPITALIZATION OR
CAPITAL REORGANIZATION IN WHICH SECURITIES ARE ISSUED IN EXCHANGE FOR THE
RESTRICTED STOCK UNITS, THERE SHALL BE SUBSTITUTED FOR THE RESTRICTED STOCK
UNITS HEREUNDER SUCH AMOUNT AND KIND OF SECURITIES AS ARE ISSUED IN SUCH
SUBDIVISION, COMBINATION, RECLASSIFICATION, MERGER, CONSOLIDATION,
RECAPITALIZATION OR CAPITAL REORGANIZATION WITH RESPECT TO THE RESTRICTED STOCK
UNITS OUTSTANDING IMMEDIATELY PRIOR THERETO, AND THEREAFTER SUCH SECURITIES
SHALL FOR ALL PURPOSES BE DEEMED THE RESTRICTED STOCK UNITS HEREUNDER.
IN ANY
SUCH EVENT, THE UNVESTED RESTRICTED STOCK UNITS SHALL REMAIN SUBJECT TO
FORFEITURE AS SET FORTH ABOVE, BUT THE PROVISIONS HEREOF SHALL BE APPROPRIATELY
ADJUSTED BY THE COMPANY SO THAT THEY WILL CONTINUE TO APPLY WITH SIMILAR EFFECT
TO SUCH NEW RESTRICTED STOCK UNITS.
11.
NO TRANSFER IN VIOLATION OF AGREEMENT.
THE
COMPANY SHALL NOT BE REQUIRED TO TRANSFER ANY OF THE RESTRICTED STOCK UNITS OF
RSU SHARES ON ITS BOOKS THAT SHALL PURPORTEDLY HAVE BEEN SOLD, ASSIGNED OR
OTHERWISE TRANSFERRED IN VIOLATION OF THIS AGREEMENT, OR TO TREAT AS OWNER OF
SUCH UNITS OR SHARES, OR TO ACCORD THE RIGHT TO VOTE AS SUCH OWNER OR TO PAY
DIVIDENDS TO, ANY PERSON OR ENTITY TO WHICH ANY SUCH SHARES SHALL PURPORTEDLY
HAVE BEEN SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN VIOLATION OF THIS
AGREEMENT.
ADDITIONALLY, IF ANY TRANSFER OF RESTRICTED STOCK UNITS OR RSU
SHARES IS MADE OR ATTEMPTED IN VIOLATION OF THIS AGREEMENT, THE COMPANY SHALL
HAVE THE RIGHT, (I) IN THE CASE OF RESTRICTED STOCK UNITS, TO EFFECT THE
FORFEITURE AND CANCELLATION OF SUCH UNITS AND (II) IN THE CASE OF RSU