TO A CHANGE IN CONTROL (AS DEFINED IN THE
EMPLOYMENT AGREEMENT), THE RESTRICTED SHARES SHALL CONTINUE TO VEST AND BE PAID
(AS IF THE PERFORMANCE GOAL SET FORTH IN EXHIBIT A HAS BEEN ACHIEVED) AS IF
EMPLOYEE REMAINED EMPLOYED BY THE COMPANY THROUGH THE FIRST ANNIVERSARY OF THE
DATE OF HIS TERMINATION OF SERVICE; PROVIDED THAT THE EMPLOYEE EXECUTES (AND
DOES NOT REVOKE) A RELEASE (AS DEFINED IN THE EMPLOYMENT AGREEMENT).
(C)
CHANGE IN CONTROL; DEATH OR DISABILITY.
NOTWITHSTANDING SECTION
2(A) ABOVE, THE RESTRICTED SHARES SHALL BECOME IMMEDIATELY VESTED (AS IF THE
PERFORMANCE GOAL SET FORTH IN EXHIBIT A HAS BEEN ACHIEVED) AND PAYABLE IN FULL
UPON (I) A CHANGE IN CONTROL, OR (II) THE EMPLOYEE'S TERMINATION OF SERVICE DUE
TO DEATH OR PERMANENT DISABILITY (AS DEFINED IN THE EMPLOYMENT AGREEMENT).
(D)
TERMINATION OF SERVICE; FORFEITURE OF UNVESTED AWARD.
EXCEPT AS
OTHERWISE PROVIDED IN THIS SECTION 2, IN THE EVENT OF TERMINATION OF SERVICE OF
THE EMPLOYEE PRIOR TO THE DATE THE AWARD OTHERWISE BECOMES VESTED, THE AWARD
SHALL IMMEDIATELY BE FORFEITED BY THE EMPLOYEE AND BECOME THE PROPERTY OF THE
COMPANY.
(E)
CERTIFICATES.
UPON THE VESTING AND PAYMENT OF RESTRICTED SHARES
PURSUANT TO SECTION 2 HEREOF AND THE SATISFACTION OF ANY WITHHOLDING TAX
LIABILITY PURSUANT TO SECTION 5 HEREOF, THE CERTIFICATES EVIDENCING SUCH COMMON
STOCK SHALL BE DELIVERED TO THE EMPLOYEE OR OTHER EVIDENCE OF ISSUANCE OF COMMON
STOCK SHALL BE PROVIDED TO THE EMPLOYEE.
(F)
RIGHTS OF A STOCKHOLDER.
PRIOR TO THE TIME A RESTRICTED SHARE IS
VESTED AND PAID HEREUNDER, THE EMPLOYEE SHALL HAVE NO RIGHT TO TRANSFER, PLEDGE,
HYPOTHECATE OR OTHERWISE ENCUMBER SUCH RESTRICTED SHARE, NOR SHALL THE EMPLOYEE
SHALL HAVE ANY OTHER RIGHTS OF A STOCKHOLDER, INCLUDING, BUT NOT LIMITED TO, THE
RIGHT TO VOTE AND TO RECEIVE DIVIDENDS (SUBJECT TO SECTION 2(A) HEREOF) AT THE
TIME PAID ON SUCH RESTRICTED SHARES.
DIVIDENDS DECLARED AND PAID PRIOR TO THE
TIME A RESTRICTED SHARE VESTS AND IS PAID SHALL ACCUMULATE AND BE REINVESTED IN
ADDITIONAL RESTRICTED SHARES THAT VEST AND ARE PAID ACCORDING TO THE SAME
SCHEDULE AS THE RESTRICTED SHARES TO WHICH THEY RELATE.
(G)
NO RIGHT TO CONTINUED EMPLOYMENT.
THIS AWARD SHALL NOT CONFER
UPON THE EMPLOYEE ANY RIGHT WITH RESPECT TO CONTINUANCE OF EMPLOYMENT BY THE
COMPANY NOR SHALL THIS AWARD INTERFERE WITH THE RIGHT OF THE COMPANY TO
TERMINATE THE EMPLOYEE'S EMPLOYMENT AT ANY TIME.
(H)
TERMINATION OF SERVICE.
"TERMINATION OF SERVICE" MEANS THE
TERMINATION OF THE EMPLOYEE'S EMPLOYMENT WITH THE COMPANY AND ITS SUBSIDIARIES.
AN EMPLOYEE EMPLOYED BY A SUBSIDIARY OF THE COMPANY SHALL ALSO BE DEEMED TO
INCUR A
2
Termination of Service if the subsidiary of the Company ceases to be such a
subsidiary and the Employee does not immediately thereafter become an employee
of the Company or another subsidiary of the Company.
Temporary absences from
employment because of illness, vacation or leave of absence and transfers among
the Company and its subsidiaries shall not be considered a Termination of
Service.
(I)
ADJUSTMENTS.
IF ANY EVENT DESCRIBED IN