law.
Any attempt to dispose of any Performance Share Units in
contravention of the above restriction shall be null and void and without
effect.
(B)
THE COMPANY SHALL NOT BE REQUIRED (I) TO
TRANSFER ON ITS BOOKS ANY OF THE PERFORMANCE SHARE UNITS THAT HAVE BEEN
TRANSFERRED IN VIOLATION OF ANY OF THE PROVISIONS SET FORTH HEREIN OR (II) TO
TREAT AS THE OWNER OF SUCH PERFORMANCE SHARE UNITS ANY TRANSFEREE TO WHOM SUCH
PERFORMANCE SHARE UNITS HAVE BEEN TRANSFERRED IN VIOLATION OF ANY OF THE
PROVISIONS CONTAINED HEREIN.
8.
NO OBLIGATION TO CONTINUE BUSINESS
RELATIONSHIP.
NEITHER THE PLAN, THIS AGREEMENT, NOR THE GRANT OF THE
PERFORMANCE SHARE UNITS IMPOSES ANY OBLIGATION ON THE COMPANY OR ITS AFFILIATES
TO HAVE OR CONTINUE A BUSINESS RELATIONSHIP WITH THE PARTICIPANT.
9.
NO RIGHTS AS STOCKHOLDER.
THE
PERFORMANCE SHARE UNITS REPRESENT AN UNFUNDED, UNSECURED PROMISE BY THE COMPANY
TO DELIVER SHARES OR THE VALUE THEREOF IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT.
THE PARTICIPANT SHALL HAVE NO RIGHTS AS A SHAREHOLDER WITH RESPECT
TO THE SHARES UNDERLYING THE PERFORMANCE SHARE UNITS.
THE PARTICIPANT SHALL
HAVE NO RIGHT TO VOTE OR RECEIVE DIVIDENDS WITH RESPECT TO ANY SHARES UNDERLYING
THE PERFORMANCE SHARE UNITS UNLESS AND UNTIL SUCH SHARES ARE DISTRIBUTED TO THE
PARTICIPANT.
10.
ADJUSTMENTS FOR CAPITAL CHANGES.
The Plan contains provisions covering the treatment of Restricted Stock Awards
in a number of contingencies such as stock splits and mergers.
Provisions in
the Plan for such adjustments are hereby made applicable hereunder and are
incorporated herein by reference.
11.
CHANGE IN CONTROL.
(A)
UPON A CHANGE IN CONTROL OF THE COMPANY
DURING THE PERFORMANCE PERIOD, PERFORMANCE SHARE UNITS SHALL BE VESTED AS THOUGH
THE MAXIMUM HAD BEEN SATISFIED AS OF SUCH DATE, AND PAID WITHIN FIVE
BUSINESS DAYS OF A CHANGE IN CONTROL; PROVIDED THAT IF SUCH PAYMENT WOULD RESULT
IN THE IMPOSITION OF A TAX UNDER SECTION 409A THEN SUCH PAYMENT SHALL BE MADE IN
ACCORDANCE WITH SECTION 5(A) ABOVE, FOLLOWING THE END OF THE FISCAL YEAR IN
WHICH SUCH CHANGE IN CONTROL OCCURS.
(B)
FOR PURPOSES OF THIS AGREEMENT, A "CHANGE IN
CONTROL" MEANS ANY OF THE FOLLOWING EVENTS:
(I)
"CHANGE IN CONTROL" MEANS ANY OF THE
FOLLOWING EVENTS:
A.
ANY "PERSON," AS SUCH TERM IS USED IN
SECTIONS 13(D) AND 14(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE
"EXCHANGE ACT") (A
"PERSON") OR "GROUP" (WITHIN THE MEANING OF RULE 13D-5 OF
THE EXCHANGE ACT AND TREAS. REG. § 1.409A-3(I)(5)(B)), IS OR BECOMES THE
"BENEFICIAL OWNER," AS DEFINED IN RULE 13D-3 UNDER THE EXCHANGE ACT (A
"BENEFICIAL OWNER"), DIRECTLY OR INDIRECTLY, OF
7
SECURITIES OF THE COMPANY REPRESENTING 40% OR MORE OF THE COMBINED VOTING POWER
OF THE COMPANY'S THEN OUTSTANDING VOTING SECURITIES, BY ACQUISITION OR THROUGH
MERGER, CONSOLIDATION, OR REORGANIZATION;
B.
INDIVIDUALS WHO, AT THE BEGINNING OF ANY
12 MONTH PERIOD, CONSTITUTE THE BOARD OF DIRECTORS OF COMPANY (THE "INCUMBENT
BOARD"), CEASE FOR ANY REASON TO CONSTITUTE AT LEAST A MAJORITY OF THE BOARD OF