DESCRIBED IN THIS STATEMENT WITH RESPECT TO THE RESTRICTED STOCK. THE
RESTRICTED STOCK SHALL VEST IN ACCORDANCE WITH THE SCHEDULE SET FORTH IN
SECTION 1 OF APPENDIX A TO THE RESTRICTED STOCK AWARD AGREEMENT SO LONG AS THE
GRANTEE REMAINS AN EMPLOYEE OF THE COMPANY OR A SUBSIDIARY ON EACH VESTING DATE.
NOTWITHSTANDING THE FOREGOING, THE GRANTEE SHALL BECOME VESTED IN THE RESTRICTED
STOCK PRIOR TO THE VESTING DATES SET FORTH IN SECTION 1 OF APPENDIX A TO THE
RESTRICTED STOCK AWARD AGREEMENT IN CERTAIN CIRCUMSTANCES AS DESCRIBED IN
SECTION 2 OF APPENDIX A.
5.
DIVIDENDS. DIVIDENDS, IF ANY, PAYABLE ON SHARES OF RESTRICTED
STOCK SHALL BE PAID CURRENTLY TO THE GRANTEE.
4
6.
DEFINITIONS.*
AS USED IN THIS AGREEMENT, THE FOLLOWING TERMS
SHALL HAVE THE MEANINGS SET FORTH HEREIN:
(A)
"BOARD" SHALL MEAN BOARD OF DIRECTORS OF THE COMPANY.
(B)
"CAUSE" SHALL MEAN ANY ONE OR MORE OF THE FOLLOWING:
(I) GRANTEE'S WILLFUL FAILURE OR REFUSAL (EXCEPT DUE TO DISABILITY OR A
CONDITION REASONABLY LIKELY TO BE DEEMED A DISABILITY WITH THE PASSAGE OF TIME)
TO PERFORM SUBSTANTIALLY HIS/HER DUTIES ON BEHALF OF THE COMPANY FOR A PERIOD OF
THIRTY (30) DAYS AFTER RECEIVING WRITTEN NOTICE IDENTIFYING IN REASONABLE DETAIL
THE NATURE OF SUCH FAILURE OR REFUSAL; (II) GRANTEE'S CONVICTION OF, ENTRY OF A
PLEA OF GUILTY OR NOLO CONTENDERE TO, OR ADMISSION OF GUILT IN CONNECTION WITH A
FELONY; (III) DISLOYALTY, WILLFUL MISCONDUCT OR BREACH OF FIDUCIARY DUTY BY
GRANTEE WHICH CAUSES MATERIAL HARM TO THE COMPANY; OR (IV) GRANTEE'S WILLFUL
VIOLATION OF ANY CONFIDENTIALITY, DEVELOPMENTS OR NON-COMPETITION AGREEMENT
WHICH CAUSES MATERIAL HARM TO THE COMPANY. NOTWITHSTANDING THE FOREGOING,
GRANTEE SHALL NOT BE DEEMED TO HAVE BEEN TERMINATED FOR CAUSE UNLESS AND UNTIL
THERE SHALL HAVE BEEN DELIVERED TO HIM A COPY OF A RESOLUTION DULY ADOPTED BY
THE BOARD (EXCLUDING GRANTEE IF HE/SHE IS A DIRECTOR) AT A MEETING OF THE BOARD
CALLED AND HELD FOR (BUT NOT NECESSARILY EXCLUSIVELY FOR) THAT PURPOSE (AFTER
REASONABLE NOTICE TO GRANTEE AND AN OPPORTUNITY FOR GRANTEE, TOGETHER WITH
COUNSEL OF HIS/HER CHOICE, TO BE HEARD BY THE BOARD) FINDING THAT GRANTEE HAS,
IN THE GOOD FAITH OPINION OF THE BOARD, ENGAGED IN CONDUCT CONSTITUTING CAUSE
AND SPECIFYING THE PARTICULARS THEREOF IN REASONABLE DETAIL.
(C)
"CHANGE IN CONTROL" SHALL MEAN THE OCCURRENCE OF ANY OF THE
FOLLOWING EVENTS:
(I)
THE COMPANY IS MERGED OR CONSOLIDATED OR REORGANIZED INTO OR WITH
ANOTHER CORPORATION OR OTHER LEGAL PERSON, AND AS A RESULT OF SUCH MERGER,
CONSOLIDATION OR REORGANIZATION LESS THAN FIFTY PERCENT (50%) OF THE COMBINED
VOTING POWER OF THE THEN-OUTSTANDING SECURITIES OF SUCH SURVIVING, RESULTING OR
REORGANIZED CORPORATION OR PERSON IMMEDIATELY AFTER SUCH TRANSACTION IS HELD IN
THE AGGREGATE BY THE HOLDERS OF THE THEN-OUTSTANDING SECURITIES ENTITLED TO VOTE
GENERALLY IN THE ELECTION OF DIRECTORS OF THE COMPANY ("VOTING STOCK")
IMMEDIATELY PRIOR TO SUCH TRANSACTION;
(II)
THE COMPANY SELLS OR OTHERWISE TRANSFERS ALL OR SUBSTANTIALLY ALL
OF ITS ASSETS TO ANY OTHER CORPORATION OR OTHER LEGAL PERSON, AND AS A RESULT