provided in Section 3(c) hereof shall be
performed as of the Valuation Date as if the Qualified Termination had not
occurred;
(ii)
the Phantom Stock Unit Equivalent calculated pursuant to
Section 3(c) shall be multiplied by the Partial Service Factor (with the
resulting number being rounded to the nearest whole Award Deferred Share or, in
the case of 0.5 of a share, up to the
(2)
June 1, 2009 in the case of award agreements for Messrs. Blair,
Naughton, Sargeant or Horey.
next whole share), and such adjusted number of Award Deferred Shares shall be
deemed the Grantee's Phantom Stock Unit Equivalent for all purposes under this
Agreement; and
(iii)
the Grantee's Phantom Stock Unit Equivalent as adjusted pursuant
to Section 4(c)(ii) above shall be settled 100% for Award Settlement Shares that
shall be automatically and immediately vested as of the Valuation Date.
(C)
IN THE EVENT OF QUALIFIED TERMINATION AFTER THE VALUATION DATE,
ALL UNVESTED AWARD RESTRICTED SHARES ISSUED IN SETTLEMENT OF AWARD DEFERRED
SHARES NOT PREVIOUSLY FORFEITED PURSUANT TO THE CALCULATIONS SET FORTH IN
SECTION 3(C) HEREOF SHALL VEST OR BE FORFEITED AS PROVIDED IN THE RESTRICTED
STOCK AWARD AGREEMENT CONTEMPLATED PURSUANT TO SECTION 3(D) HEREOF.
(D)
IN THE EVENT OF A TERMINATION OF THE GRANTEE'S CONTINUOUS SERVICE
(A) FOR ANY REASON PRIOR TO JUNE 1, 2010(3), OR (B) AFTER JUNE 1, 2010(4) OTHER
THAN A QUALIFIED TERMINATION, ALL AWARD SECURITIES THAT ARE NOT FULLY VESTED
BASED ON BOTH PERFORMANCE AND THE PASSAGE OF TIME SHALL, WITHOUT PAYMENT OF ANY
CONSIDERATION BY THE COMPANY, AUTOMATICALLY AND WITHOUT NOTICE TERMINATE, BE
FORFEITED AND BE AND BECOME NULL AND VOID, AND NEITHER THE GRANTEE NOR ANY OF
HIS OR HER SUCCESSORS, HEIRS, ASSIGNS, OR PERSONAL REPRESENTATIVES WILL
THEREAFTER HAVE ANY FURTHER RIGHTS OR INTERESTS IN SUCH AWARD SECURITIES.
5.
ACCEPTANCE BY AWARD RECIPIENTS.
THE GRANTEE SHALL HAVE NO RIGHTS
WITH RESPECT TO THIS AGREEMENT (AND THE AWARD EVIDENCED HEREBY) UNLESS HE OR SHE
SHALL HAVE ACCEPTED THIS AGREEMENT.
AWARD DEFERRED SHARES CONSTITUTE AND SHALL
BE TREATED FOR ALL PURPOSES AS AWARDS UNDER THE 1994 PLAN, SUBJECT TO THE TERMS
OF THIS AGREEMENT.
IN THE EVENT OF THE FORFEITURE OF THE GRANTEE'S AWARD
DEFERRED SHARES OF AWARD RESTRICTED SHARES PURSUANT TO THIS AGREEMENT, THE
COMPANY WILL NOT BE OBLIGATED TO MAKE ANY PAYMENT TO THE GRANTEE.
6.
DISTRIBUTIONS.
(A)
THE HOLDER OF THE AWARD DEFERRED SHARES SHALL BE NOT ENTITLED TO
RECEIVE DIVIDENDS OR OTHER DISTRIBUTIONS FROM THE COMPANY UNTIL THE AWARD
DEFERRED SHARES ARE SETTLED FOR AWARD RESTRICTED SHARES OR AWARD SETTLEMENT
SHARES PURSUANT TO THIS AGREEMENT.
(B)
ALL DIVIDENDS OR OTHER DISTRIBUTIONS PAID WITH RESPECT TO AWARD
RESTRICTED SHARES SHALL BE FULLY VESTED AND NON-FORFEITABLE WHEN PAID, WHETHER
OR NOT THEY HAVE BECOME VESTED BASED ON THE PASSAGE OF TIME AS PROVIDED IN
SECTION 3 OR SECTION 4 HEREOF.
7.
CHANGES IN CAPITAL STRUCTURE.
IF (I) THE COMPANY SHALL AT ANY
TIME PRIOR TO THE VALUATION DATE BE INVOLVED IN A MERGER, CONSOLIDATION,
DISSOLUTION, LIQUIDATION, REORGANIZATION, EXCHANGE