SHARES RELEASED FROM THE FORFEITURE
RESTRICTION SHALL THEREUPON BE RELEASED FROM THE RESTRICTIONS ON TRANSFER UNDER
SECTION 3.5. IN THE EVENT ANY OF THE SHARES ARE RELEASED FROM THE FORFEITURE
RESTRICTION, ANY DIVIDENDS OR OTHER DISTRIBUTIONS PAID ON SUCH SHARES AND HELD
BY THE ESCROW AGENT PURSUANT TO SECTION 4.1 AND THE JOINT ESCROW INSTRUCTIONS
SHALL BE PROMPTLY PAID BY THE ESCROW AGENT TO HOLDER.
3.3
OTHER RELEASE OF SHARES FROM FORFEITURE RESTRICTION.
NOTWITHSTANDING SECTION 3.2 ABOVE, ALL UNRELEASED SHARES SHALL BE RELEASED AND
VEST IMMEDIATELY UPON TERMINATION OF HOLDER'S EMPLOYMENT WITHOUT CAUSE WITHIN
180 DAYS AFTER A CHANGE IN CONTROL AND ON OR BEFORE THE ANNOUNCEMENT DATE OR
HOLDER'S VOLUNTARY RESIGNATION OF EMPLOYMENT WITHIN 180 DAYS AFTER A CHANGE IN
CONTROL AND ON OR BEFORE THE ANNOUNCEMENT DATE.
3.4
UNRELEASED SHARES. ANY OF THE SHARES WHICH, FROM TIME TO TIME,
HAVE NOT YET BEEN RELEASED FROM THE FORFEITURE RESTRICTION ARE REFERRED TO
HEREIN AS "UNRELEASED SHARES."
TO THE EXTENT THAT THERE ARE ANY UNRELEASED
SHARES REMAINING AFTER THE ANNOUNCEMENT DATE, SUCH UNRELEASED SHARES SHALL BE
FORFEITED AND TRANSFERRED TO THE COMPANY AS SOON AS PRACTICABLE FOLLOWING SUCH
ANNOUNCEMENT DATE.
3.5
RESTRICTIONS ON TRANSFER. UNLESS OTHERWISE PERMITTED BY THE BOARD
PURSUANT TO THE PLAN, NO UNRELEASED SHARES OR ANY DIVIDENDS OR OTHER
DISTRIBUTIONS THEREON OR ANY INTEREST OR RIGHT THEREIN OR PART THEREOF, SHALL BE
LIABLE FOR THE DEBTS, CONTRACTS OR ENGAGEMENTS OF HOLDER OR HIS OR HER
SUCCESSORS IN INTEREST OR SHALL BE SUBJECT TO SALE OR OTHER DISPOSITION BY
TRANSFER, ALIENATION, ANTICIPATION, PLEDGE, ENCUMBRANCE, ASSIGNMENT OR ANY OTHER
MEANS WHETHER SUCH SALE OR OTHER DISPOSITION BE VOLUNTARY OR
A-3
INVOLUNTARY OR BY OPERATION OF LAW BY JUDGMENT, LEVY, ATTACHMENT, GARNISHMENT OR
ANY OTHER LEGAL OR EQUITABLE PROCEEDINGS (INCLUDING BANKRUPTCY), EXCEPT BY WILL
OR BY THE LAWS OF DESCENT AND DISTRIBUTION, OR TO A MEMBER OF HOLDER'S IMMEDIATE
FAMILY OR, PROVIDED THAT THE TRANSFEREE AGREES IN WRITING, IN A FORM PROVIDED BY
THE COMPANY TO BE BOUND BY ALL PROVISIONS OF THIS AGREEMENT, A TRUST OR FAMILY
PARTNERSHIP OR ANY OTHER ENTITY CUSTOMARILY USED FOR ESTATE PLANNING PURPOSES.
ANY ATTEMPTED SALE OR OTHER DISPOSITION OF UNRELEASED SHARES CONTRARY TO THE
FOREGOING RESTRICTIONS ON TRANSFER SHALL BE NULL AND VOID AND OF NO EFFECT.
3.6
NOTICE OF RELEASE. THE COMMITTEE SHALL PROVIDE WRITTEN NOTICE TO
HOLDER OF WHETHER, AND THE EXTENT TO WHICH, ANY OF THE SHARES BECAME VESTED AND
RELEASED IN ACCORDANCE WITH SECTION 3.2 ABOVE FOR EACH CALENDAR YEAR DURING THE
PERFORMANCE PERIOD OR SECTION 3.3 ABOVE. SUCH NOTICE SHALL BE PROVIDED AS SOON
AS ADMINISTRATIVELY PRACTICABLE AFTER AUDITED FINANCIAL STATEMENTS ARE AVAILABLE
FOR SUCH CALENDAR YEAR AND THE COMMITTEE HAS CERTIFIED IN WRITING THE EXTENT TO
WHICH THE APPLICABLE PERFORMANCE GOALS SET FORTH IN THE GRANT NOTICE WERE
ACHIEVED.
ARTICLE IV
ESCROW OF SHARES
4.1
ESCROW OF SHARES. TO INSURE THE AVAILABILITY FOR DELIVERY OF
HOLDER'S UNRELEASED SHARES IN THE EVENT OF FORFEITURE OF SUCH SHARES BY HOLDER
PURSUANT TO SECTIONS 3.1 OR 3.4, HOLDER HEREBY