AWARD AGREEMENT APPLIES, THE DETERMINATION DATE
OCCURS, THE COMPANY SHALL DELIVER TO YOU ONE SHARE FOR EACH RSU AWARDED TO YOU
PURSUANT TO THIS AWARD AGREEMENT THAT HAS VESTED IN ACCORDANCE WITH THE TERMS OF
THIS AWARD AGREEMENT, SUBJECT TO TAX WITHHOLDING PROVISIONS OF SECTION 7 (A)
BELOW.
(E)
EQUITY OWNERSHIP POLICY.
BECAUSE THE COMPANY BELIEVES THAT STOCK OWNERSHIP
BY SENIOR MANAGEMENT FURTHER ALIGNS THEIR INTEREST WITH THE INTERESTS OF THE
COMPANY'S SHAREHOLDERS, THE COMPANY HAS ESTABLISHED AN EQUITY OWNERSHIP POLICY
FOR CERTAIN OF SENIOR MANAGEMENT.
ACCORDING TO THAT POLICY, THE COMPANY EXPECTS
YOU TO RETAIN 20% OF EACH VESTING OF RSUS UNTIL YOU OWN DURING THE TERM OF YOUR
EMPLOYMENT WITH THE COMPANY SHARES OF STOCK HAVING A MARKET VALUE EQUAL TO
_______ TIMES YOUR ANNUAL BASE SALARY (SUCH SALARY MEASURED AS OF JANUARY 1ST OF
THE YEAR OF THE VESTING DATE).
SECTION 4.
FORFEITURE OF RSUS.
UNLESS THE COMMITTEE DETERMINES OTHERWISE, AND
EXCEPT AS OTHERWISE PROVIDED IN YOUR EMPLOYMENT AGREEMENT OR SECTION 3(B) OF
THIS AWARD AGREEMENT, IF YOUR RIGHTS WITH RESPECT TO ANY RSUS AWARDED TO YOU
PURSUANT TO THIS AWARD AGREEMENT HAVE NOT BECOME VESTED PRIOR TO THE DATE ON
WHICH YOUR EMPLOYMENT WITH THE COMPANY AND ITS SUBSIDIARIES TERMINATES, YOUR
RIGHTS WITH RESPECT TO SUCH RSUS SHALL IMMEDIATELY TERMINATE, AND YOU SHALL BE
ENTITLED TO NO FURTHER PAYMENTS OR BENEFITS WITH RESPECT THERETO.
SECTION 5.
VOTING RIGHTS; DIVIDEND EQUIVALENTS.
PRIOR TO THE DATE ON WHICH
SHARES ARE DELIVERED TO YOU IN SETTLEMENT OF THE RSUS PURSUANT TO THIS AWARD
AGREEMENT, YOU SHALL NOT BE ENTITLED TO EXERCISE ANY VOTING RIGHTS WITH RESPECT
TO THE SHARES UNDERLYING SUCH RSUS AND SHALL NOT BE ENTITLED TO RECEIVE
DIVIDENDS OR OTHER DISTRIBUTIONS WITH RESPECT TO SUCH SHARES.
SECTION 6.
NON-TRANSFERABILITY OF RSUS.
UNLESS OTHERWISE PROVIDED BY THE
COMMITTEE IN ITS DISCRETION, RSUS MAY NOT BE SOLD, ASSIGNED, ALIENATED,
TRANSFERRED, PLEDGED, ATTACHED OR OTHERWISE ENCUMBERED EXCEPT AS PROVIDED IN
SECTION 9(A) OF THE PLAN.
ANY PURPORTED SALE, ASSIGNMENT, ALIENATION, TRANSFER,
PLEDGE, ATTACHMENT OR OTHER ENCUMBRANCE OF AN RSU IN VIOLATION OF THE PROVISIONS
OF THIS SECTION 6 AND SECTION 9(A) OF THE PLAN SHALL BE VOID.
SECTION 7.
WITHHOLDING, CONSENTS AND LEGENDS.
(A)
WITHHOLDING.
THE DELIVERY
OF SHARES PURSUANT TO SECTION 3 OF THIS AGREEMENT IS CONDITIONED ON SATISFACTION
OF ANY APPLICABLE WITHHOLDING TAXES IN ACCORDANCE WITH SECTION 9(D) OF THE
PLAN.
IN THE
4
EVENT THAT THERE IS WITHHOLDING TAX LIABILITY IN CONNECTION WITH THE SETTLEMENT
OF RSUS, YOU MAY SATISFY, IN WHOLE OR IN PART, ANY WITHHOLDING TAX LIABILITY BY
HAVING THE COMPANY WITHHOLD FROM THE SHARES YOU WOULD BE ENTITLED TO RECEIVE
UPON SETTLEMENT OF THE RSUS A NUMBER OF SHARES HAVING A FAIR MARKET VALUE (WHICH
SHALL EITHER HAVE THE MEANING SET FORTH IN THE PLAN OR SHALL HAVE SUCH OTHER
MEANING AS DETERMINED BY THE COMPANY IN ACCORDANCE WITH APPLICABLE WITHHOLDING
REQUIREMENTS) EQUAL TO SUCH WITHHOLDING TAX LIABILITY; PROVIDED, HOWEVER, THAT
IF YOU ARE AN OFFICER SUBJECT TO SECTION 16 OF THE EXCHANGE