STOCK CERTIFICATES REGISTERED IN THE
PARTICIPANT'S NAME AND REPRESENTING THE SHARES, WHICH CERTIFICATES SHALL BEAR
THE LEGENDS SET FORTH IN SECTION 8(B), WILL BE DELIVERED ON BEHALF OF THE
PARTICIPANT TO THE SECRETARY OF THE COMPANY, TO BE HELD IN CUSTODY UNTIL THE
LATER OF THE DATE (I) THEY BECOME VESTED SHARES (AS DEFINED IN SECTION 3) AND
(II) THE PARTICIPANT REQUESTS SUCH INSTRUMENT FROM THE COMPANY.
2.
PLAN.
THE SHARES GRANTED HEREUNDER ARE
BEING ISSUED PURSUANT TO AND IN ACCORDANCE WITH THE PLAN AND, AS SUCH, ARE
SUBJECT IN ALL RESPECTS TO THE PLAN, ALL OF THE TERMS OF WHICH ARE MADE A PART
OF AND INCORPORATED INTO THIS AGREEMENT.
IN THE EVENT OF ANY CONFLICT BETWEEN
ANY TERM OF THIS AGREEMENT AND THE TERMS OF THE PLAN, THE TERMS OF THE PLAN
SHALL CONTROL.
3.
VESTING.
THE SERIES E SHARES GRANTED
HEREUNDER (I) THAT ARE DESIGNATED "VESTED SERIES E SHARES" ON SCHEDULE A HERETO
SHALL BE FULLY VESTED ON THE GRANT DATE, AND (II) THAT ARE DESIGNATED "UNVESTED
SERIES E SHARES" ON SCHEDULE A HERETO SHALL, SUBJECT TO THE CONTINUED EMPLOYMENT
OF THE PARTICIPANT BY THE COMPANY OR ANY SUBSIDIARY THEREOF THROUGH THE
APPLICABLE VESTING DATE, VEST EITHER (A) ON THE "VESTING DATE", IF A DATE IS
SPECIFIED ON SCHEDULE A HERETO, OR (B) IN FIVE EQUAL ANNUAL INSTALLMENTS
BEGINNING ON THE FIRST ANNIVERSARY OF THE GRANT DATE SPECIFIED ON SCHEDULE A
HERETO.(1)
SHARES THAT ARE VESTED ARE REFERRED TO HEREIN AS "VESTED SHARES".
THE SHARES SHALL BE SUBJECT TO FORFEITURE PRIOR TO BECOMING VESTED SHARES AS
PROVIDED HEREIN AND IN THE PLAN.
(1)
For SRK, all Shares are immediately vested.
For MSW $11.75 Participation Level Shares:
Subject to the continued employment
of Participant by the Company or any subsidiary thereof, (i) 10% of the Series E
Shares are immediately vested, (ii) 80% of any such Series E Shares shall vest
in four equal annual installments beginning on the first anniversary of the
Closing Date (as defined in the Merger Agreement) and continuing on each
anniversary thereof until the fourth anniversary thereof, and (iii) the
remaining 10% of any such Series E Shares shall vest on the fifth anniversary of
the Closing Date.
2
4.
PARTICIPATION LEVEL.
THE SHARES SHALL
HAVE THE PARTICIPATION LEVELS SPECIFIED ON SCHEDULE A HERETO.
5.
RIGHTS AND RESTRICTIONS.
(A)
TRANSFER RESTRICTIONS.
THE PARTICIPANT
SHALL NOT SELL, TRANSFER, PLEDGE, ENCUMBER OR OTHERWISE DISPOSE OF, WHETHER
DIRECTLY OR INDIRECTLY (BY MERGER OR SALE OF EQUITY IN ANY DIRECT OR INDIRECT
HOLDING COMPANY OR OTHERWISE), AND WHETHER VOLUNTARILY OR BY OPERATION OF LAW
("TRANSFER"), ANY SERIES E SHARES TO ANY PERSON OTHER THAN THE COMPANY, EXCEPT
AS PROVIDED IN THE PLAN AND EXCEPT FOR TRANSFERS OF VESTED SHARES PERMITTED
UNDER THE SECURITYHOLDERS AGREEMENT.
(B)
VOTING RIGHTS.
THE PARTICIPANT SHALL HAVE
NO VOTING RIGHTS EXCEPT AS SET FORTH IN THE CHARTER OR AS MAY BE REQUIRED UNDER
THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE.
THE PARTICIPANT, BY
BECOMING A PARTY TO THE SECURITYHOLDERS