OR A SUBSIDIARY SHALL TERMINATE FOR ANY
REASON, EXCEPT SOLELY BY REASON OF AN EVENT DESCRIBED IN SECTION 6(C), PRIOR TO
THE EXPIRATION OF THE RESTRICTED PERIOD OR THE EARLIER LAPSE OF THE OPTION.
SUCH OPTION SHALL BE EXERCISABLE ON SUCH TERMS, IN SUCH MANNER AND DURING SUCH
PERIOD AS SHALL BE DETERMINED BY THE COMMITTEE WHEN THE AWARD IS MADE.
CERTIFICATES FOR SHARES ISSUED PURSUANT TO RESTRICTED STOCK AWARDS SHALL BEAR AN
APPROPRIATE LEGEND REFERRING TO THE FOREGOING OPTION AND OTHER RESTRICTIONS.
ANY ATTEMPT TO DISPOSE OF ANY SUCH SHARES IN CONTRAVENTION OF THE FOREGOING
OPTION AND OTHER RESTRICTIONS SHALL BE NULL AND VOID AND WITHOUT EFFECT.
IF
SHARES ISSUED PURSUANT TO A RESTRICTED STOCK AWARD SHALL BE REPURCHASED PURSUANT
TO THE OPTION DESCRIBED ABOVE, THE PARTICIPANT TO WHOM THE AWARD WAS GRANTED, OR
IN THE EVENT OF HIS DEATH AFTER SUCH OPTION BECOME EXERCISABLE, HIS EXECUTOR OR
ADMINISTRATOR, SHALL FORTHWITH DELIVER TO THE SECRETARY OF THE COMPANY ANY
CERTIFICATES FOR THE SHARES AWARDED TO THE PARTICIPANT, ACCOMPANIED BY SUCH
INSTRUMENTS OF TRANSFER, IF ANY, AS MAY REASONABLY BE REQUIRED BY THE SECRETARY
OF THE COMPANY.
IF THE OPTION DESCRIBED ABOVE IS NOT EXERCISED BY THE COMPANY,
SUCH OPTION AND THE RESTRICTION IMPOSED PURSUANT TO THE FIRST SENTENCE OF THIS
SECTION 6(B) SHALL TERMINATE AND BE OF NO FURTHER FORCE AND EFFECT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 6(B), NEITHER ANY
RESTRICTED PERIOD NOR ANY OPTION SHALL LAPSE TO THE EXTENT THE COMPANY OR ANY
SUBSIDIARY WOULD BE UNABLE TO TAKE A DEDUCTION WITH RESPECT TO SUCH LAPSE BY
REASON OF SECTION 162(M) OF THE CODE.
(C)
IF A PARTICIPANT WHO HAS BEEN IN THE
CONTINUOUS EMPLOYMENT OF THE COMPANY OR OF A SUBSIDIARY SHALL:
A-9
(I)
DIE OR BECOME DISABLED (AS DEFINED IN
SECTION 9) DURING THE RESTRICTED PERIOD, THE OPTION OF THE COMPANY TO REPURCHASE
(AND ANY AND ALL OTHER RESTRICTIONS ON) ALL SHARES AWARDED TO HIM UNDER SUCH
AWARD SHALL LAPSE AND CEASE TO BE EFFECTIVE AS OF THE DATE ON WHICH HIS DEATH OR
DISABILITY OCCURS, OR
(II)
VOLUNTARILY TERMINATE HIS EMPLOYMENT WITH
THE COMPANY OR RETIRE DURING THE RESTRICTED PERIOD, THE BOARD MAY DETERMINE THAT
THE OPTION TO REPURCHASE AND ANY AND ALL OTHER RESTRICTIONS ON SOME OR ALL OF
THE SHARES AWARDED TO HIM UNDER SUCH AWARD, IF SUCH OPTION AND OTHER
RESTRICTIONS ARE STILL IN EFFECT, SHALL LAPSE AND CEASE TO BE EFFECTIVE AS THE
DATE ON WHICH SUCH VOLUNTARY TERMINATION OR RETIREMENT OCCURS.
(D)
IN THE EVENT WITHIN 24 MONTHS AFTER A CHANGE
IN CONTROL AS DEFINED IN SECTION 11(A) AND DURING THE RESTRICTED PERIOD
(I)
THERE IS A TERMINATION WITHOUT CAUSE, AS
DEFINED IN SECTION 12, OF THE EMPLOYMENT OF A PARTICIPANT;
(II)
THERE IS A CONSTRUCTIVE TERMINATION, AS
DEFINED IN SECTION 13, OF THE EMPLOYMENT OF A PARTICIPANT; OR
(III)
THERE OCCURS AN ADVERSE CHANGE IN THE PLAN,
AS DEFINED IN SECTION 14, IN RESPECT OF A PARTICIPANT, THEN
THE OPTION TO REPURCHASE (AND ANY AND