WRITTEN NOTICE TO
HOLDER OF WHETHER, AND THE EXTENT TO WHICH, ANY OF THE SHARES BECAME VESTED AND
RELEASED IN ACCORDANCE WITH SECTION 3.2 ABOVE FOR EACH CALENDAR YEAR DURING THE
PERFORMANCE PERIOD.
SUCH NOTICE SHALL BE PROVIDED AS SOON AS ADMINISTRATIVELY
PRACTICABLE AFTER AUDITED FINANCIAL STATEMENTS ARE AVAILABLE FOR SUCH CALENDAR
YEAR AND THE COMMITTEE HAS CERTIFIED IN WRITING THE EXTENT TO WHICH THE
APPLICABLE PERFORMANCE GOALS SET FORTH IN THE GRANT NOTICE WERE ACHIEVED.
ARTICLE IV
ESCROW OF SHARES
4.1
ESCROW OF SHARES.
TO INSURE THE AVAILABILITY FOR DELIVERY OF
HOLDER'S UNRELEASED SHARES IN THE EVENT OF FORFEITURE OF SUCH SHARES BY HOLDER
PURSUANT TO SECTION 3.1, HOLDER HEREBY APPOINTS THE SECRETARY OF THE COMPANY, OR
ANY OTHER PERSON DESIGNATED BY THE BOARD AS ESCROW AGENT, AS HIS OR HER
ATTORNEY-IN-FACT TO ASSIGN AND TRANSFER UNTO THE COMPANY, SUCH UNRELEASED
SHARES, IF ANY, FORFEITED BY HOLDER PURSUANT TO SECTION 3.1 AND ANY DIVIDENDS OR
OTHER DISTRIBUTIONS THEREON, AND SHALL, UPON EXECUTION OF THIS AGREEMENT,
DELIVER AND DEPOSIT WITH THE SECRETARY OF THE COMPANY, OR SUCH OTHER PERSON
DESIGNATED BY THE BOARD, ANY SHARE CERTIFICATES REPRESENTING THE UNRELEASED
SHARES, TOGETHER WITH THE STOCK ASSIGNMENT DULY ENDORSED IN BLANK, ATTACHED AS
EXHIBIT B TO THE GRANT NOTICE.
THE UNRELEASED SHARES AND STOCK ASSIGNMENT SHALL
BE HELD BY THE SECRETARY OF THE COMPANY, OR SUCH OTHER PERSON DESIGNATED BY THE
BOARD, IN ESCROW, PURSUANT TO THE JOINT ESCROW INSTRUCTIONS OF THE COMPANY AND
HOLDER ATTACHED AS EXHIBIT C TO THE GRANT NOTICE, UNTIL THE UNRELEASED SHARES
ARE FORFEITED BY HOLDER AS PROVIDED IN SECTION 3.1, UNTIL SUCH UNRELEASED SHARES
ARE RELEASED FROM THE FORFEITURE RESTRICTION, OR UNTIL SUCH TIME AS THIS
AGREEMENT NO LONGER IS IN EFFECT.
UPON RELEASE OF THE UNRELEASED SHARES FROM
THE FORFEITURE RESTRICTION, THE ESCROW AGENT SHALL DELIVER TO HOLDER THE
CERTIFICATE OR CERTIFICATES REPRESENTING SUCH SHARES IN THE ESCROW AGENT'S
POSSESSION BELONGING TO HOLDER IN ACCORDANCE WITH THE TERMS OF THE JOINT ESCROW
INSTRUCTIONS ATTACHED AS EXHIBIT C TO THE GRANT NOTICE, AND THE ESCROW AGENT
SHALL BE DISCHARGED OF ALL FURTHER OBLIGATIONS HEREUNDER; PROVIDED, HOWEVER,
THAT THE ESCROW AGENT SHALL NEVERTHELESS RETAIN SUCH
3
CERTIFICATE OR CERTIFICATES AS ESCROW AGENT IF SO REQUIRED PURSUANT TO OTHER
RESTRICTIONS IMPOSED PURSUANT TO THIS AGREEMENT.
IF THE SHARES ARE HELD IN BOOK
ENTRY FORM, THEN SUCH ENTRY WILL REFLECT THAT THE SHARES ARE SUBJECT TO THE
RESTRICTIONS OF THIS AGREEMENT.
IF ANY DIVIDENDS OR OTHER DISTRIBUTIONS ARE
PAID ON THE UNRELEASED SHARES HELD BY THE ESCROW AGENT PURSUANT TO THIS SECTION
4.1 AND THE JOINT ESCROW INSTRUCTIONS, SUCH DIVIDENDS OR OTHER DISTRIBUTIONS
SHALL ALSO BE SUBJECT TO THE RESTRICTIONS SET FORTH IN THIS AGREEMENT AND HELD
IN ESCROW PENDING RELEASE OF THE UNRELEASED SHARES WITH RESPECT TO WHICH SUCH
DIVIDENDS OR OTHER DISTRIBUTIONS WERE PAID FROM THE FORFEITURE RESTRICTION.
4.2
NOTICE OF FORFEITED SHARES; TRANSFER OF FORFEITED SHARES.
THE
COMMITTEE SHALL PROVIDE WRITTEN NOTICE TO HOLDER OF WHETHER ANY OF THE SHARES
WERE PERMANENTLY FORFEITED FOR EACH