CONDITIONS OF THIS AGREEMENT,
ALL OF THE RSUS SHALL BE VESTED ON DECEMBER 12, 2012:
Date
Percent of RSUs
Vested
December 12, 2009
25%
December 12 of each of the three years thereafter, up to and including
December 12, 2012
Additional 25%
(B)
EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 3, IF EMPLOYEE'S
EMPLOYMENT WITH THE COMPANY AND/OR ITS SUBSIDIARIES TERMINATES FOR ANY REASON
(INCLUDING UPON THE DEATH OR DISABILITY OF EMPLOYEE PRIOR TO THE VESTING OF ALL
OR ANY PORTION OF THE RSUS AWARDED UNDER THIS AGREEMENT), SUCH UNVESTED PORTION
OF THE RSUS SHALL IMMEDIATELY BE CANCELLED AND EMPLOYEE (AND EMPLOYEE'S ESTATE,
DESIGNATED BENEFICIARY OR OTHER LEGAL REPRESENTATIVE) SHALL FORFEIT ANY RIGHTS
OR INTERESTS IN AND WITH RESPECT TO ANY SUCH RSUS.
4.
DELIVERY OF COMMON STOCK.
SUBJECT TO THE TERMS OF THE PLAN, IF
THE RSUS AWARDED BY THIS AGREEMENT BECOME VESTED, THE COMPANY SHALL PROMPTLY
DISTRIBUTE TO EMPLOYEE THE NUMBER OF SHARES OF COMMON STOCK EQUAL TO THE NUMBER
OF THE RSUS THAT SO VESTED; PROVIDED THAT TO THE EXTENT REQUIRED BY SECTION 409A
OF THE CODE, DELIVERY OF SHARES OF COMMON STOCK UPON A PARTICIPANT'S "SEPARATION
FROM SERVICE" WITHIN THE MEANING OF TREAS. REG. § 1.409A-1 SHALL BE DEFERRED
UNTIL THE SIX MONTH ANNIVERSARY OF SUCH SEPARATION FROM SERVICE.
IN CONNECTION
WITH THE DELIVERY OF THE SHARES OF COMMON STOCK PURSUANT TO THIS AGREEMENT, THE
PARTICIPANT AGREES TO EXECUTE ANY DOCUMENTS REASONABLY REQUESTED BY THE COMPANY
AND PROVIDE THEREIN CUSTOMARY REPRESENTATIONS AND WARRANTIES RELATED TO THE
RECEIPT OF SUCH SHARES OF COMMON STOCK.
5.
CERTIFICATES.
THE SHARES OF EMPLOYEE STOCK MAY BE IN
CERTIFICATED OR UNCERTIFICATED FORM, AS PERMITTED BY THE COMPANY'S BYLAWS.
PRIOR TO ANY REGISTERED PUBLIC OFFERING OF ANY COMMON STOCK, THE COMPANY SHALL
HOLD EACH CERTIFICATE REPRESENTING THE EMPLOYEE STOCK (OR SHALL REFLECT IN ITS
RECORDS THE UNCERTIFICATED EMPLOYEE STOCK AS BEING HELD BY THE COMPANY) UNTIL
SUCH TIME AS SUCH EMPLOYEE STOCK IS TRANSFERRED BY EMPLOYEE, OTHER THAN TO A
TRUST THAT AT ALL TIMES REMAINS SOLELY FOR THE EXCLUSIVE BENEFIT OF ONE OR MORE
OF EMPLOYEE'S SPOUSE AND LINEAL DESCENDANTS (WHETHER NATURAL OR ADOPTED), IN
COMPLIANCE WITH APPLICABLE LAWS AND ANY AGREEMENT IMPOSING
RESTRICTIONS ON THE TRANSFER OF SHARES OF EMPLOYEE STOCK.
6.
RESTRUCTURING EVENT.
IN THE EVENT OF A STOCK DIVIDEND, STOCK
SPLIT OR RECAPITALIZATION OR A CORPORATE REORGANIZATION IN WHICH THE COMPANY IS
A SURVIVING CORPORATION, INCLUDING WITHOUT LIMITATION A MERGER, CONSOLIDATION,
SPLIT-UP OR SPIN-OFF OR A LIQUIDATION OR DISTRIBUTION OF SECURITIES OR ASSETS
OTHER THAN CASH DIVIDENDS (A "RESTRUCTURING EVENT"), THE NUMBER OF SHARES OF THE
EMPLOYEE STOCK HELD BY EMPLOYEE MAY BE ADJUSTED BY THE BOARD, OR A DULY
DESIGNATED COMMITTEE THEREOF, AS IT REASONABLY DETERMINES IS NECESSARY TO
REFLECT SUCH RESTRUCTURING EVENT.
7.
DEFINITIONS.
"Board" means the Company's Board of Directors.
"Securities Act" means the Securities Act of 1933, as amended from time to time,
and the rules and regulations promulgated thereunder.
"Subsidiary" means any corporation of which the Company owns securities having a
majority