THIS AGREEMENT.
1
III.TERMS AND CONDITIONS OF GRANT.
A.NORMAL VESTING.
GRANTEE'S RIGHTS WITH RESPECT TO THE STOCK UNITS SHALL VEST
AT 12:01 A.M. ON JULY 1, 2008, PROVIDED THAT GRANTEE CONTINUES TO BE EMPLOYED BY
COMPANY OR A SUBSIDIARY ON SUCH DATE.
B.ACCELERATED VESTING.
GRANTEE'S RIGHTS WITH RESPECT TO THE STOCK UNITS SHALL
ALSO VEST AT 12:01 A.M. ON:
1.THE DATE GRANTEE'S EMPLOYMENT WITH THE COMPANY AND ALL SUBSIDIARIES IS
TERMINATED PRIOR TO JULY 1, 2008 BY THE COMPANY OTHER THAN FOR CAUSE (INCLUDING,
BUT NOT BY WAY OF LIMITATION, THE NON-RENEWAL OF GRANTEE'S AMENDED AND RESTATED
EMPLOYMENT AGREEMENT, EFFECTIVE AS OF JANUARY 3, 2003, BY THE COMPANY PURSUANT
TO SECTION 2 OF SUCH AGREEMENT) OR BY GRANTEE FOR GOOD REASON;
2.THE DATE GRANTEE'S EMPLOYMENT TERMINATES DUE TO THE DEATH OR DISABILITY OF
GRANTEE PRIOR TO JULY 1, 2008; OR
3.THE DATE A CHANGE IN CONTROL OCCURS WITH RESPECT TO THE COMPANY PRIOR TO
JULY 1, 2008.
C.CONVERSION OF STOCK UNITS.
THE STOCK UNITS SHALL AUTOMATICALLY CONVERT INTO
SHARES OF THE COMPANY'S COMMON STOCK, PAR VALUE $0.01 PER SHARE, ON THE DATE
SUCH STOCK UNITS VEST AND THE COMPANY SHALL PROMPTLY ISSUE TO GRANTEE OR HIS
BENEFICIARY CERTIFICATES REPRESENTING THE GRANT SHARES FOLLOWING SUCH VESTING.
D.FORFEITURE.
GRANTEE'S RIGHTS WITH RESPECT TO THE STOCK UNITS, INCLUDING THE
RIGHTS TO RECEIVE THE GRANT SHARES UPON VESTING OF THE STOCK UNITS, SHALL
TERMINATE AND BE FORFEITED, UPON THE TERMINATION OF GRANTEE'S EMPLOYMENT WITH
COMPANY AND ALL SUBSIDIARIES BY COMPANY FOR CAUSE OR BY GRANTEE OTHER THAN FOR
GOOD REASON PRIOR TO 12:01 A.M. JULY 1, 2008.
E.TAX ELECTION.
GRANTEE ACKNOWLEDGES AND AGREES THAT GRANTEE IS NOT ENTITLED TO
MAKE, AND SHALL NOT MAKE, AN ELECTION UNDER SECTION 83(B) OF THE CODE WITH
RESPECT TO THE GRANT OF THE STOCK UNITS.
F.WITHHOLDING.
UPON THE VESTING OF THE STOCK UNITS, GRANTEE SHALL RECOGNIZE
COMPENSATION INCOME FOR FEDERAL INCOME TAX PURPOSES EQUAL TO THE PRODUCT OF (A X
B), WHERE A IS THE NUMBER OF STOCK UNITS AND B IS THE CLOSING PRICE OF A SHARE
OF THE COMPANY'S COMMON STOCK ON THE VESTING DATE.
PROMPTLY AFTER THE VESTING
DATE, GRANTEE SHALL PAY TO THE COMPANY AN AMOUNT EQUAL TO THE AGGREGATE MINIMUM
STATE, LOCAL AND FEDERAL INCOME AND EMPLOYMENT TAXES WHICH THE COMPANY IS
OBLIGATED TO WITHHOLD AND DEPOSIT WITH RESPECT TO GRANTEE'S RECEIPT OF SUCH
COMPENSATION INCOME.
THE COMMITTEE MAY IN ITS DISCRETION PERMIT GRANTEE TO
SATISFY SUCH WITHHOLDING OBLIGATION BY REDUCING THE NUMBER OF GRANT SHARES
ISSUED TO GRANTEE, PROVIDED THAT ONLY WHOLE SHARES MAY BE USED FOR SUCH PAYMENT
AND ANY PORTION OF SUCH OBLIGATION WHICH CAN NOT BE SATISFIED WITH WHOLE SHARES
MUST BE PAID IN CASH.
G.ADJUSTMENT IN CAPITALIZATION.
IN THE EVENT OF ANY DIVIDEND OR OTHER
DISTRIBUTION (IN WHATEVER FORM), RECAPITALIZATION, STOCK SPLIT, REVERSE STOCK
SPLIT, REORGANIZATION, MERGER, CONSOLIDATION, SPLIT-UP, SPIN OFF, COMBINATION,
REPURCHASE, OR EXCHANGE OF THE COMPANY'S COMMON STOCK OR OTHER SECURITIES OF THE
COMPANY, ISSUANCE OF WARRANTS OR OTHER RIGHTS TO PURCHASE COMMON STOCK OR