COMPANY OR ANY
AFFILIATE; PROVIDED, HOWEVER, THAT IF YOU DO NOT HAVE SUCH AN EMPLOYMENT
AGREEMENT OR YOUR EMPLOYMENT AGREEMENT DOES NOT DEFINE THE TERM "CAUSE" (OR ANY
SIMILAR TERM), THEN "TERMINATION FOR CAUSE" SHALL MEAN THE TERMINATION OF YOUR
EMPLOYMENT WITH THE COMPANY BASED ON A DETERMINATION BY THE COMMITTEE (OR ITS
DELEGATE) THAT YOU (I) HAVE ENGAGED IN GROSS NEGLIGENCE, GROSS INCOMPETENCE OR
WILLFUL MISCONDUCT IN THE PERFORMANCE OF YOUR DUTIES WITH RESPECT TO THE COMPANY
OR ANY AFFILIATE, (II) HAVE REFUSED WITHOUT PROPER LEGAL REASON TO PERFORM YOUR
DUTIES AND RESPONSIBILITIES TO THE COMPANY OR ANY AFFILIATE, (III) HAVE
MATERIALLY BREACHED ANY MATERIAL PROVISION OF A WRITTEN AGREEMENT OR CORPORATE
POLICY OR CODE OF CONDUCT ESTABLISHED BY THE COMPANY OR ANY AFFILIATE, (IV) HAVE
WILLFULLY ENGAGED IN CONDUCT THAT IS MATERIALLY INJURIOUS TO THE COMPANY OR ANY
AFFILIATE, (V) HAVE DISCLOSED WITHOUT SPECIFIC AUTHORIZATION FROM THE COMPANY
CONFIDENTIAL INFORMATION OF THE COMPANY OR ANY AFFILIATE THAT IS MATERIALLY
INJURIOUS TO ANY SUCH ENTITY, (VI) HAVE COMMITTED AN ACT OF THEFT, FRAUD,
EMBEZZLEMENT,
B-2
MISAPPROPRIATION OR WILLFUL BREACH OF A FIDUCIARY DUTY TO THE COMPANY OR ANY
AFFILIATE, OR (VII) HAVE BEEN CONVICTED OF (OR PLEADED NO CONTEST TO) A CRIME
INVOLVING FRAUD, DISHONESTY OR MORAL TURPITUDE OR ANY FELONY (OR A CRIME OF
SIMILAR IMPORT IN A FOREIGN JURISDICTION).
(F)
"VESTING PERIOD" SHALL MEAN
THAT PERIOD OF TIME BETWEEN THE
DATE OF GRANT AND THE DATE A RESTRICTED STOCK UNIT IS CONVERTED INTO A SHARE OF
COMMON STOCK OF THE COMPANY (PAR VALUE $0.0001).
4.
RESTRICTED STOCK UNITS.
YOU HEREBY ACCEPT THE RESTRICTED
STOCK UNITS WHEN ISSUED AND AGREES WITH RESPECT THERETO AS FOLLOWS:
(A)
FORFEITURE RESTRICTIONS.
THE RESTRICTED STOCK UNITS MAY NOT
BE SOLD, ASSIGNED, PLEDGED, EXCHANGED, HYPOTHECATED OR OTHERWISE TRANSFERRED,
ENCUMBERED OR DISPOSED OF, AND IN THE EVENT OF TERMINATION OF YOUR EMPLOYMENT
WITH THE COMPANY FOR ANY REASON, YOU SHALL, FOR NO CONSIDERATION AND EXCEPT TO
THE EXTENT DESCRIBED IN THE SECOND SENTENCE OF SECTION 3(B), FORFEIT TO THE
COMPANY ALL RESTRICTED STOCK UNITS.
THE PROHIBITION AGAINST TRANSFER AND THE
OBLIGATION TO FORFEIT AND SURRENDER RESTRICTED STOCK UNITS TO THE COMPANY UPON
TERMINATION OF EMPLOYMENT AS PROVIDED IN THE PRECEDING SENTENCE ARE HEREIN
REFERRED TO AS THE "FORFEITURE RESTRICTIONS."
THE FORFEITURE RESTRICTIONS SHALL
BE BINDING UPON AND ENFORCEABLE AGAINST ANY TRANSFEREE OF RESTRICTED STOCK
UNITS.
(B)
SETTLEMENT OF FINAL AWARD.
PROVIDED THAT YOU HAVE BEEN
CONTINUOUSLY EMPLOYED BY THE COMPANY FROM THE DATE OF GRANT THROUGH THE DATES
SET FORTH IN THE FOLLOWING SCHEDULE, ON THE BELOW DESCRIBED ANNIVERSARY DATES
THE COMPANY WILL AUTOMATICALLY CONVERT EACH EARNED RESTRICTED STOCK UNIT TO ONE
SHARE OF COMMON STOCK OF THE COMPANY (PAR VALUE $0.0001):
SETTLEMENT DATE
PERCENTAGE OF TOTAL NUMBER OF RESTRICTED STOCK UNITS TO BE CONVERTED INTO COMMON
STOCK
JANUARY 31, 2014
50%
JANUARY 31, 2015
25%
JANUARY 31, 2016
25%
Notwithstanding the foregoing and subject to Section VII.C. of the LTIP, if your
employment with the Company is terminated by (i) reason of