SHARES OF COMMON
STOCK SHALL BE FREE OF ANY RESTRICTIONS OTHER THAN THOSE IMPOSED PURSUANT TO
APPLICABLE SECURITIES LAWS.
SUBJECT TO THE PROVISIONS OF THE PLAN AND THE OTHER
PROVISIONS OF THIS AGREEMENT, THE RESTRICTED STOCK UNITS SHALL VEST IN
ACCORDANCE WITH THE SCHEDULE SET FORTH ON EXHIBIT A.
NOTWITHSTANDING THE
FOREGOING, (A) IN THE EVENT OF TERMINATION OF THE GRANTEE'S EMPLOYMENT BY THE
COMPANY (OR A SUBSIDIARY, AS APPLICABLE) FOR CAUSE OR THE TERMINATION OF THE
GRANTEE'S CONTINUOUS STATUS AS AN EMPLOYEE, DIRECTOR OR CONSULTANT BY THE
GRANTEE FOR ANY REASON OTHER THAN DEATH, DISABILITY OR GOOD REASON (AS DEFINED
IN THE GRANTEE'S EMPLOYMENT AGREEMENT), THE RESTRICTED STOCK UNITS SHALL
IMMEDIATELY CEASE VESTING AS OF THE DATE OF TERMINATION, AND (B) IN THE EVENT OF
TERMINATION OF THE GRANTEE'S CONTINUOUS STATUS AS AN EMPLOYEE, DIRECTOR OR
CONSULTANT BY THE COMPANY (OR A SUBSIDIARY, AS APPLICABLE) WITHOUT CAUSE, AS A
RESULT OF DEATH OR DISABILITY, OR BY THE GRANTEE FOR GOOD REASON, THE RESTRICTED
STOCK UNITS SHALL BECOME FULLY VESTED AS OF THE DATE OF TERMINATION.
ANY
RESTRICTED STOCK UNITS THAT ARE NOT VESTED ON THE DATE OF TERMINATION SHALL BE
FORFEITED BY THE GRANTEE AND SHALL BE CANCELLED.
IN ADDITION, IF, IN CONNECTION WITH A MERGER, CONSOLIDATION, REORGANIZATION,
RECAPITALIZATION OR SIMILAR TRANSACTION IN WHICH THE COMPANY IS NOT THE
SURVIVING ENTITY, EITHER (I) ALL OBLIGATIONS UNDER THIS AGREEMENT ARE NOT FULLY
ASSUMED BY THE SURVIVING OR RESULTING ENTITY, OR (II) THE COMPANY FAILS TO
ADJUST THE CASH OR PROPERTY RECEIVABLE UPON VESTING OF THE RESTRICTED STOCK
UNITS SUCH THAT SUCH CASH OR PROPERTY HAS A FAIR MARKET VALUE EQUAL TO THE FAIR
MARKET VALUE OF THE COMMON STOCK UNDERLYING THE NON-VESTED PORTION OF THE
RESTRICTED STOCK UNITS, THEN THE RESTRICTED STOCK UNITS SHALL BECOME FULLY
VESTED PRIOR TO THE EFFECTIVENESS OF SUCH TRANSACTION.
1.4
TAX WITHHOLDING OBLIGATIONS.
IF THE COMPANY SHALL BE REQUIRED TO
WITHHOLD ANY FEDERAL, PROVINCIAL, STATE, LOCAL OR FOREIGN TAX IN CONNECTION WITH
ANY ISSUANCE OR VESTING OF RESTRICTED STOCK UNITS OR THE ISSUANCE OF COMMON
STOCK OR OTHER SECURITIES OR PROPERTY PURSUANT TO THIS AGREEMENT, AND THE
AMOUNTS AVAILABLE TO THE COMPANY FOR SUCH WITHHOLDING ARE INSUFFICIENT, THEN THE
GRANTEE SHALL PAY THE TAX OR MAKE PROVISIONS THAT ARE SATISFACTORY TO THE
COMPANY FOR THE PAYMENT THEREOF.
PROVIDED THE APPROVAL OF THE COMMITTEE IS
OBTAINED, THE GRANTEE MAY ELECT TO SATISFY ALL OR ANY PART OF ANY SUCH
WITHHOLDING OBLIGATION BY SURRENDERING TO THE COMPANY A PORTION OF THE COMMON
STOCK ISSUED UPON THE VESTING OF RESTRICTED STOCK UNITS HEREUNDER, AND THE
COMMON STOCK SO SURRENDERED BY THE GRANTEE SHALL BE CREDITED AGAINST ANY SUCH
WITHHOLDING OBLIGATION BASED ON THE THEN FAIR MARKET VALUE PER SHARE OF SUCH
COMMON STOCK ON THE DATE OF SUCH SURRENDER.
2.
Rights as a Stockholder.
The Grantee
will have no rights as a stockholder with regard to any Restricted Stock Unit
until it vests and converts into a share of Common Stock.
However, in the event
that the Company