OF A STOCK PURCHASE RIGHT OR
PROVIDE FOR THE FORFEITURE OF SHARES ACQUIRED PURSUANT TO A RESTRICTED STOCK
AWARD UPON THE TERMINATION OF THE PURCHASER'S STATUS AS A SERVICE PROVIDER FOR
ANY REASON.
THE PURCHASE PRICE FOR SHARES REPURCHASED BY THE COMPANY PURSUANT
TO SUCH REPURCHASE RIGHT, IF ANY, AND, SUBJECT TO SECTION 18, THE RATE AT WHICH
SUCH REPURCHASE RIGHT OR ANY FORFEITURE PROVISION SHALL LAPSE SHALL BE
DETERMINED BY THE ADMINISTRATOR IN ITS SOLE DISCRETION, AND SHALL BE SET FORTH
IN THE RESTRICTED STOCK PURCHASE AGREEMENT.
(C)
OTHER PROVISIONS.
THE RESTRICTED STOCK PURCHASE AGREEMENT SHALL
CONTAIN SUCH OTHER TERMS, PROVISIONS AND CONDITIONS NOT INCONSISTENT WITH THE
PLAN AS MAY BE DETERMINED BY THE ADMINISTRATOR IN ITS SOLE DISCRETION.
(D)
RIGHTS AS A SHAREHOLDER.
ONCE THE STOCK PURCHASE RIGHT IS
EXERCISED OR THE RESTRICTED STOCK IS ISSUED, THE PURCHASER SHALL HAVE RIGHTS
EQUIVALENT TO THOSE OF A SHAREHOLDER AND SHALL BE A SHAREHOLDER WHEN HIS OR HER
PURCHASE OR AWARD IS ENTERED UPON THE RECORDS OF THE DULY AUTHORIZED TRANSFER
AGENT OF THE COMPANY.
NO ADJUSTMENT SHALL BE MADE FOR A DIVIDEND OR OTHER RIGHT
FOR WHICH THE RECORD DATE IS PRIOR TO THE DATE THE STOCK PURCHASE RIGHT IS
EXERCISED OR RESTRICTED STOCK IS AWARDED, EXCEPT AS PROVIDED IN SECTION 17 OF
THE PLAN.
14.
RESTRICTED STOCK UNITS.
Any Service Provider selected by the Administrator may be granted an award of
Restricted Stock Units in the manner determined from time to time by the
Administrator.
(A)
SUBJECT TO SECTION 18, THE VESTING OF RESTRICTED STOCK UNITS SHALL
BE DETERMINED BY THE ADMINISTRATOR AND MAY BE LINKED TO SPECIFIC PERFORMANCE
CRITERIA DETERMINED TO BE APPROPRIATE BY THE ADMINISTRATOR, IN EACH CASE ON A
SPECIFIED DATE OR DATES OR OVER ANY PERIOD OR PERIODS DETERMINED BY THE
ADMINISTRATOR.
COMMON STOCK UNDERLYING A RESTRICTED STOCK UNIT AWARD WILL NOT
BE ISSUED UNTIL THE RESTRICTED STOCK UNIT AWARD HAS VESTED, PURSUANT TO A
VESTING SCHEDULE OR PERFORMANCE CRITERIA SET BY THE ADMINISTRATOR.
(B)
UNLESS OTHERWISE PROVIDED BY THE ADMINISTRATOR, A HOLDER AWARDED
RESTRICTED STOCK UNITS SHALL HAVE NO RIGHTS AS A COMPANY STOCKHOLDER WITH
RESPECT TO SUCH RESTRICTED STOCK UNITS UNTIL SUCH TIME AS THE RESTRICTED STOCK
UNITS HAVE VESTED AND THE COMMON STOCK UNDERLYING THE RESTRICTED STOCK UNITS HAS
BEEN ISSUED.
(C)
ALL RESTRICTED STOCK UNITS SHALL BE SUBJECT TO SUCH ADDITIONAL
TERMS AND CONDITIONS AS DETERMINED BY THE ADMINISTRATOR AND SHALL BE EVIDENCED
BY A WRITTEN AWARD AGREEMENT.
SUCH AWARD AGREEMENT MAY ALSO INCLUDE LIMITATIONS
REGARDING THE DISTRIBUTION OF PAYMENTS DUE PURSUANT TO SUCH RESTRICTED STOCK
UNITS AND MAY PROVIDE THAT SUCH PAYMENTS ARE SUBJECT TO AN ELECTION, BY A
CERTAIN DATE, OF THE HOLDER TO WHOM SUCH PAYMENT IS TO BE AWARDED, TO THE EXTENT
SUCH LIMITATIONS AND ELECTIONS ARE REQUIRED SO AS NOT CAUSE ANY RESTRICTED STOCK
UNIT AWARD OR THE SHARES OF COMMON STOCK OR CASH ISSUABLE PURSUANT TO ANY
RESTRICTED STOCK UNIT
12
Award (or other amounts issuable or distributable) to be includable in the