AND BECOME
THE PROPERTY OF THE COMPANY.
IF THE EMPLOYEE CEASES TO BE AN EMPLOYEE OF THE
COMPANY FOR ANY OTHER REASON PRIOR TO THE DATE THE RESTRICTED SHARE UNITS BECOME
VESTED, THE UNVESTED RESTRICTED SHARE UNITS SHALL BE FORFEITED BY THE EMPLOYEE
AND BECOME THE PROPERTY OF THE COMPANY.
FOR PURPOSES OF THIS AGREEMENT, SERVICE
WITH ANY OF THE COMPANY'S SUBSIDIARIES (AS DEFINED IN THE PLAN) SHALL BE
CONSIDERED TO BE SERVICE WITH THE COMPANY.
(C)
DISTRIBUTION OF SHARES.
AT THE TIME THE
EMPLOYEE CEASES TO BE AN EMPLOYEE OF THE COMPANY FOR ANY REASON, THE COMPANY
SHALL DISTRIBUTE TO THE EMPLOYEE (OR HIS OR HER HEIRS IN THE EVENT OF THE
EMPLOYEE'S DEATH) A NUMBER OF SHARES EQUAL TO THE NUMBER OF VESTED RESTRICTED
SHARE UNITS THEN HELD BY THE EMPLOYEE.
(D)
RIGHTS AND RESTRICTIONS.
THE RESTRICTED
SHARE UNITS SHALL NOT BE TRANSFERABLE, OTHER THAN PURSUANT TO WILL OR THE LAWS
OF DESCENT AND DISTRIBUTION.
PRIOR TO VESTING OF THE RESTRICTED SHARE UNITS AND
DELIVERY OF THE SHARES TO THE EMPLOYEE FOLLOWING HIS TERMINATION OF EMPLOYMENT,
THE EMPLOYEE SHALL NOT HAVE ANY RIGHTS OR PRIVILEGES OF A SHAREHOLDER AS TO THE
SHARES SUBJECT TO THE AWARD.
SPECIFICALLY, THE EMPLOYEE SHALL NOT HAVE THE
RIGHT TO RECEIVE DIVIDENDS OR THE RIGHT TO VOTE SUCH SHARES PRIOR TO VESTING OF
THE AWARD AND DELIVERY OF THE SHARES.
(E)
ADJUSTMENTS FOR RECAPITALIZATION AND
DIVIDENDS.
IN THE EVENT THAT, PRIOR TO THE DISTRIBUTION OF SHARES PURSUANT TO
SECTION 2(C) ABOVE, ANY DIVIDEND IN SHARES, RECAPITALIZATION, SHARE SPLIT,
REVERSE SPLIT, REORGANIZATION, MERGER, CONSOLIDATION, SPIN-OFF, COMBINATION,
REPURCHASE, OR SHARE EXCHANGE, OR OTHER SUCH CHANGE AFFECTS THE SHARES SUCH THAT
THEY ARE INCREASED OR DECREASED OR CHANGED INTO OR EXCHANGED FOR A DIFFERENT
NUMBER OR KIND OF SHARES, OTHER SECURITIES OF THE COMPANY OR OF ANOTHER
CORPORATION OR OTHER CONSIDERATION, THEN IN ORDER TO MAINTAIN THE PROPORTIONATE
INTEREST OF THE EMPLOYEE AND PRESERVE THE VALUE OF THE AWARD, THERE SHALL
AUTOMATICALLY BE SUBSTITUTED FOR EACH SHARE SUBJECT TO THE AWARD THE NUMBER AND
KIND OF SHARES, OTHER SECURITIES OR OTHER CONSIDERATION (INCLUDING CASH) INTO
WHICH EACH OUTSTANDING SHARE SHALL BE CHANGED OR FOR WHICH EACH SUCH SHARE SHALL
BE EXCHANGED.
(F)
DIVIDEND EQUIVALENTS.
AS OF EACH DATE ON
WHICH A CASH DIVIDEND IS PAID ON SHARES, THERE SHALL BE GRANTED TO THE EMPLOYEE
THAT NUMBER OF ADDITIONAL RESTRICTED SHARE UNITS (INCLUDING FRACTIONAL UNITS)
DETERMINED BY (I) MULTIPLYING THE AMOUNT OF SUCH DIVIDEND PER SHARE BY THE
NUMBER OF RESTRICTED SHARE UNITS HELD BY THE EMPLOYEE, AND (II) DIVIDING THE
TOTAL SO DETERMINED BY THE FAIR MARKET VALUE OF A SHARE ON THE DATE OF PAYMENT
OF SUCH CASH DIVIDEND.
THE RESTRICTED SHARE UNITS GRANTED PURSUANT TO THIS
SECTION 2(F) WILL HAVE THE SAME TERMS AND
2
CONDITIONS (INCLUDING VESTING DATES) AS THE RESTRICTED SHARE UNITS WITH RESPECT
TO WHICH THEY ARE GRANTED.
(G)
NO RIGHT TO CONTINUED EMPLOYMENT.
THIS
AWARD SHALL NOT CONFER UPON THE EMPLOYEE ANY RIGHT WITH RESPECT TO CONTINUANCE
OF EMPLOYMENT