but
subject to compliance with all federal and state securities laws.
2
4.3
(A)
EACH STOCK CERTIFICATE ISSUED PURSUANT TO
SECTION 4.1 SHALL BEAR A LEGEND IN SUBSTANTIALLY THE FOLLOWING FORM:
This certificate and the shares of stock represented hereby are subject to the
terms and conditions applicable to Restricted Stock contained in the 2004 Stock
Incentive Plan (the "Plan") and a Restricted Stock Agreement (the "Agreement")
between the Corporation and the registered owner of the shares represented
hereby. Release from such terms and conditions shall be made only in accordance
with the provisions of the Plan(s) and the Agreement, copies of which are on
file in the office of the Secretary of the Corporation.
(b)
As soon as practicable following a Lapse Date, the Corporation
shall issue a new certificate (or electronic "book entry") for shares of the
Restricted Stock which have become non-forfeitable in relation to such Lapse
Date, which new certificate (or electronic "book entry") shall not bear the
legend set forth in paragraph (a) of this Section 4.3 and shall be delivered in
accordance with Section 4.2 hereof.
5.
DIVIDENDS.
ALL DIVIDENDS DECLARED AND PAID BY THE CORPORATION ON
SHARES OF RESTRICTED STOCK SHALL BE DEFERRED UNTIL THE LAPSING OF THE TRANSFER
RESTRICTIONS PURSUANT TO SECTION 3.1.
THE DEFERRED DIVIDENDS SHALL BE HELD BY
THE CORPORATION FOR THE ACCOUNT OF THE GRANTEE UNTIL THE LAPSE DATE, AT WHICH
TIME THE DIVIDENDS, WITH NO INTEREST THEREON, SHALL BE PAID TO THE GRANTEE OR
HER/HIS ESTATE, AS THE CASE MAY BE.
UPON THE FORFEITURE OF THE SHARES OF
RESTRICTED STOCK PURSUANT TO SECTION 3.2, ANY DEFERRED DIVIDENDS SHALL ALSO BE
FORFEITED TO THE CORPORATION.
6.
NO RIGHT TO CONTINUED EMPLOYMENT.
NOTHING IN THIS AGREEMENT OR
THE PLAN SHALL BE INTERPRETED OR CONSTRUED TO CONFER UPON THE GRANTEE ANY RIGHT
WITH RESPECT TO CONTINUED EMPLOYMENT
NOR SHALL THIS AGREEMENT OR THE PLAN
INTERFERE IN ANY WAY WITH THE RIGHT OF THE CORPORATION TO TERMINATE THE
GRANTEE'S EMPLOYMENT AT ANY TIME.
7.
ADJUSTMENTS UPON CHANGE IN CAPITALIZATION.
IF, BY OPERATION OF
SECTION 10 OF THE PLAN, THE GRANTEE SHALL BE ENTITLED TO NEW, ADDITIONAL OR
DIFFERENT SHARES OF STOCK OR SECURITIES OF THE CORPORATION OR ANY SUCCESSOR
CORPORATION OR ENTITY OR OTHER PROPERTY, SUCH NEW, ADDITIONAL OR DIFFERENT
SHARES OR OTHER PROPERTY SHALL THEREUPON BE SUBJECT TO ALL OF THE CONDITIONS AND
RESTRICTIONS WHICH WERE APPLICABLE TO THE SHARES OF RESTRICTED STOCK IMMEDIATELY
PRIOR TO THE EVENT AND/OR TRANSACTION THAT GAVE RISE TO THE OPERATION OF
SECTION 10 OF THE PLAN.
8.
MODIFICATION OF AGREEMENT.
EXCEPT AS SET FORTH IN THE PLAN AND
HEREIN, THIS AGREEMENT MAY BE MODIFIED, AMENDED, SUSPENDED OR TERMINATED, AND
ANY TERMS OR CONDITIONS MAY BE WAIVED, BUT ONLY BY A WRITTEN INSTRUMENT EXECUTED
BY THE PARTIES HERETO.
9.
SEVERABILITY.
SHOULD ANY PROVISION OF THIS AGREEMENT BE HELD BY
A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE OR INVALID FOR ANY REASON,
THE REMAINING PROVISIONS OF THIS AGREEMENT SHALL NOT BE AFFECTED BY SUCH HOLDING