EMPLOYEE HAS CONTINUOUSLY SERVED AS AN EMPLOYEE OF THE COMPANY (OR ANY OF ITS
DIRECT OR INDIRECT WHOLLY OWNED SUBSIDIARIES, AS APPLICABLE) SINCE THE DATE
HEREOF, SUCH THAT, SUBJECT TO THE OTHER TERMS AND CONDITIONS OF THIS AGREEMENT,
ALL OF THE RSUS SHALL BE VESTED ON [
]:
Date
Percent of RSUs Vested
[
]
25%
[
] of each of the three years thereafter, up
to and including [
]
Additional 25%
(B)
EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 3, IF EMPLOYEE'S
EMPLOYMENT WITH THE COMPANY (OR ANY OF ITS DIRECT OR INDIRECT WHOLLY OWNED
SUBSIDIARIES, AS APPLICABLE) TERMINATES FOR ANY REASON (INCLUDING UPON THE DEATH
OR DISABILITY OF EMPLOYEE PRIOR TO THE VESTING OF ALL OR ANY PORTION OF THE RSUS
AWARDED UNDER THIS AGREEMENT), SUCH UNVESTED PORTION OF THE RSUS SHALL
IMMEDIATELY BE CANCELLED AND EMPLOYEE (AND EMPLOYEE'S ESTATE, DESIGNATED
BENEFICIARY OR OTHER LEGAL REPRESENTATIVE) SHALL FORFEIT ANY RIGHTS OR INTERESTS
IN AND WITH RESPECT TO ANY SUCH RSUS.
(C)
IN ADDITION TO SECTION 3(A) ABOVE, UPON A TERMINATION BY THE
COMPANY (OR ANY OF ITS DIRECT OR INDIRECT WHOLLY OWNED SUBSIDIARIES, AS
APPLICABLE) WITHOUT CAUSE OR BY EMPLOYEE WITH GOOD REASON OF EMPLOYEE'S
EMPLOYMENT WITH THE COMPANY (OR ANY OF ITS DIRECT OR INDIRECT WHOLLY OWNED
SUBSIDIARIES, AS APPLICABLE) THAT ALSO CONSTITUTES A "SEPARATION FROM SERVICE"
WITHIN THE MEANING OF CODE SECTION 409A WITHIN TWELVE MONTHS FOLLOWING A CHANGE
IN CONTROL OF THE COMPANY (A "CHANGE IN CONTROL TERMINATION"), ALL REMAINING
UNVESTED RSUS SHALL VEST (FOR THE AVOIDANCE OF DOUBT, THE VESTING DESCRIBED IN
THIS SECTION 3(C) IS IN ADDITION TO, AND NOT IN LIEU OF, ANY VESTING DESCRIBED
IN SECTION 3(A) ABOVE).
4.
DELIVERY OF COMMON STOCK.
SUBJECT TO THE TERMS OF THE PLAN AND
SECTION 6 BELOW, IF THE RSUS AWARDED BY THIS AGREEMENT BECOME VESTED, THE
COMPANY SHALL PROMPTLY DISTRIBUTE TO EMPLOYEE THE NUMBER OF SHARES OF COMMON
STOCK EQUAL TO THE NUMBER OF THE RSUS THAT SO VESTED; PROVIDED THAT TO THE
EXTENT REQUIRED BY CODE SECTION 409A, DELIVERY OF SHARES OF COMMON STOCK UPON A
PARTICIPANT'S "SEPARATION FROM SERVICE" WITHIN THE MEANING OF CODE SECTION 409A
SHALL BE DEFERRED UNTIL THE SIX MONTH ANNIVERSARY OF SUCH SEPARATION FROM
SERVICE.
IN CONNECTION WITH THE DELIVERY OF THE SHARES OF COMMON STOCK PURSUANT
TO THIS AGREEMENT, THE PARTICIPANT AGREES TO EXECUTE ANY DOCUMENTS REASONABLY
REQUESTED BY THE COMPANY AND PROVIDE
3
THEREIN CUSTOMARY REPRESENTATIONS AND WARRANTIES RELATED TO THE RECEIPT OF SUCH
SHARES OF COMMON STOCK.
5.
CERTIFICATES.
THE SHARES OF EMPLOYEE STOCK MAY BE IN
CERTIFICATED OR UNCERTIFICATED FORM, AS PERMITTED BY THE COMPANY'S BYLAWS.
6.
CORPORATE EVENT.
IN THE EVENT ANY DIVIDEND OR DISTRIBUTION OF
COMMON STOCK, RECAPITALIZATION, STOCK SPLIT, REVERSE STOCK SPLIT,
REORGANIZATION, MERGER, CONSOLIDATION, SPLIT-UP, SPIN-OFF, COMBINATION, CHANGE
OF CONTROL OR EXCHANGE OF COMMON STOCK OR OTHER SECURITIES OF THE COMPANY, OR
OTHER CORPORATE TRANSACTION OR EVENT AFFECTS THE COMMON STOCK, OR IN THE EVENT
OF THE SALE, TRANSFER OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL