AND THE
RIGHTS AND PRIVILEGES CONFERRED BY THE RESTRICTED STOCK UNIT AWARD SHALL NOT BE
SOLD OR OTHERWISE TRANSFERRED.
(B)
CERTAIN TRANSFERS PERMITTED.
NOTWITHSTANDING THE FOREGOING
PROVISIONS OF THIS SECTION 3, THE RESTRICTED STOCK UNIT AWARD MAY BE TRANSFERRED
(I) IN THE EVENT OF THE GRANTEE'S DEATH, BY WILL OR THE LAWS OF DESCENT AND
DISTRIBUTION OR BY A WRITTEN BENEFICIARY DESIGNATION ACCEPTED BY THE COMPANY,
(II) BY OPERATION OF LAW IN CONNECTION WITH A MERGER, CONSOLIDATION,
RECAPITALIZATION, RECLASSIFICATION OR EXCHANGE OF SHARES, REORGANIZATION OR
SIMILAR TRANSACTION INVOLVING THE COMPANY AND AFFECTING THE SHARES GENERALLY OR
(III) WITH THE APPROVAL OF THE COMMITTEE, TO A MEMBER OF GRANTEE'S FAMILY, OR A
TRUST PRIMARILY FOR THE BENEFIT OF GRANTEE AND/OR ONE OR MORE MEMBERS OF
GRANTEE'S FAMILY, OR TO A CORPORATION, PARTNERSHIP OR OTHER ENTITY PRIMARILY FOR
THE BENEFIT OF GRANTEE AND/OR ONE OR MORE SUCH FAMILY MEMBERS AND/OR TRUSTS OR
(IV) WITH THE APPROVAL OF THE COMMITTEE, IN ANOTHER ESTATE OR PERSONAL FINANCIAL
PLANNING TRANSACTION; PROVIDED, HOWEVER, THAT IN ANY SUCH CASE THE RESTRICTED
STOCK UNIT AWARD SO TRANSFERRED AND, UPON ISSUANCE OF UNIT SHARES IN SETTLEMENT
THEREOF, THE UNIT SHARES ISSUED TO THE TRANSFEREE SHALL REMAIN SUBJECT IN THE
HANDS OF THE TRANSFEREE TO THE RESTRICTIONS ON TRANSFER PROVIDED HEREBY AND ALL
OTHER TERMS HEREOF, INCLUDING THE TERMS OF SUBSECTION 2(C) ABOVE.
THE FOREGOING
NOTWITHSTANDING, IF RSUS CONSTITUTE DEFERRALS OF COMPENSATION FOR PURPOSES OF
CODE SECTION 409A, RSUS AND ANY RELATED RIGHT OF GRANTEE SHALL NOT BE SUBJECT TO
ANTICIPATION, ALIENATION, SALE, TRANSFER, ASSIGNMENT, PLEDGE, ENCUMBRANCE,
ATTACHMENT, OR GARNISHMENT BY CREDITORS OF THE GRANTEE OR HIS OR HER
BENEFICIARY, EXCEPT AS PERMITTED UNDER CODE SECTION 409A AND REGULATIONS AND
GUIDANCE THEREUNDER.
(C)
FIDUCIARY AND SECURITIES LAW RESTRICTIONS.
AS A EMPLOYEE, OFFICER
AND/OR DIRECTOR OF THE COMPANY, GRANTEE MAY BE SUBJECT TO RESTRICTIONS ON HIS OR
HER ABILITY TO SELL OR OTHERWISE TRANSFER UNIT SHARES BY REASON OF BEING A
FIDUCIARY FOR THE COMPANY OR BY REASON OF FEDERAL OR STATE SECURITIES LAWS
AND/OR THE POLICIES REGARDING TRANSACTIONS IN SECURITIES OF THE COMPANY FROM
TIME TO TIME ADOPTED BY THE COMPANY AND APPLICABLE TO GRANTEE IN CONNECTION
THEREWITH.
NOTHING CONTAINED HEREIN SHALL RELIEVE GRANTEE OF ANY RESTRICTION ON
SALE OR OTHER TRANSFER OF UNIT SHARES PROVIDED THEREBY AND ANY OTHER
RESTRICTIONS OF SALE OR OTHER TRANSFER OF UNIT SHARES PROVIDED HEREIN (INCLUDING
IN A RESTRICTED STOCK UNIT AWARD NOTICE OR IN THE PLAN) SHALL BE IN ADDITION TO
AND NOT IN LIEU OF ANY OTHER RESTRICTIONS PROVIDED THEREBY.
SECTION 4.
ADJUSTMENT OF SHARES.
(A)
ADJUSTMENT GENERALLY.
IF WHILE THE RESTRICTED STOCK UNIT REMAINS
IN EFFECT THERE SHALL BE ANY CHANGE IN THE OUTSTANDING SHARES OF THE CLASS WHICH
ARE TO BE ISSUED UPON SETTLEMENT OF THE RESTRICTED STOCK UNIT, THROUGH MERGER,
CONSOLIDATION, REORGANIZATION, RECAPITALIZATION, STOCK DIVIDEND, STOCK SPLIT,
REVERSE STOCK SPLIT, COMBINATION OF SHARES, EXCHANGE OF SHARES FOR OTHER
5
SECURITIES OR OTHER LIKE CHANGE IN THE OUTSTANDING SHARES, OR ANY SPIN-OFF,
SPLIT-OFF, DIVIDEND IN KIND OR OTHER EXTRAORDINARY