(THE "AGREEMENT") AND THE TERMS AND PROVISIONS OF THE COMPANY'S
1997 STOCK PLAN, AS AMENDED FROM TIME TO TIME (THE "PLAN"), WHICH IS
INCORPORATED HEREIN BY REFERENCE.
UNLESS OTHERWISE DEFINED HEREIN, THE TERMS
DEFINED IN THE PLAN SHALL HAVE THE SAME DEFINED MEANINGS IN THIS AGREEMENT.
2.
TRANSFER RESTRICTIONS.
THE UNITS MAY
NOT BE TRANSFERRED IN ANY MANNER OTHER THAN BY WILL OR BY THE LAWS OF DESCENT
AND DISTRIBUTION.
3.
CONVERSION OF UNITS AND ISSUANCE OF
SHARES.
(A)
GENERAL.
SUBJECT TO SECTION 3(B), UPON THE
VESTING OF A UNIT, ONE SHARE OF COMMON STOCK SHALL BE ISSUABLE FOR EACH UNIT
THAT VESTS ON A PARTICULAR DATE (THE "SHARES"), SUBJECT TO THE TERMS AND
PROVISIONS OF THE PLAN AND THIS AGREEMENT.
THEREAFTER, THE COMPANY WILL
TRANSFER SUCH SHARES TO THE GRANTEE UPON SATISFACTION OF ANY REQUIRED TAX OR
OTHER WITHHOLDING OBLIGATIONS.
ANY FRACTIONAL UNIT REMAINING AFTER THE AWARD IS
FULLY VESTED SHALL BE DISCARDED AND SHALL NOT BE CONVERTED INTO A FRACTIONAL
SHARE.
(B)
DELAY OF CONVERSION.
THE CONVERSION OF THE
UNITS TO COMMON STOCK UPON THE VESTING OF A UNIT SHALL BE DELAYED IN THE EVENT
THE COMPANY REASONABLY ANTICIPATES THAT THE ISSUANCE OF COMMON STOCK WOULD
CONSTITUTE A VIOLATION OF FEDERAL SECURITIES LAWS OR OTHER APPLICABLE LAW.
IF
THE CONVERSION OF THE UNITS TO COMMON STOCK IS DELAYED BY THE PROVISIONS OF THIS
SECTION 3(B), THE CONVERSION OF THE UNITS TO COMMON STOCK SHALL OCCUR AT THE
EARLIEST DATE AT WHICH THE COMPANY REASONABLY ANTICIPATES ISSUING THE COMMON
STOCK WILL NOT CAUSE A VIOLATION OF FEDERAL SECURITIES LAWS OR OTHER APPLICABLE
LAW.
FOR PURPOSES OF THIS SECTION 3(B), THE ISSUANCE OF COMMON STOCK THAT WOULD
CAUSE INCLUSION IN GROSS INCOME OR THE APPLICATION OF ANY PENALTY PROVISION OR
OTHER PROVISION OF THE CODE IS NOT CONSIDERED A VIOLATION OF APPLICABLE LAW.
(C)
DELAY OF ISSUANCE OF SHARES.
THE COMPANY
SHALL HAVE THE AUTHORITY TO DELAY THE ISSUANCE OF ANY SHARES OF COMMON STOCK
UNDER THIS SECTION 2 TO THE EXTENT IT DEEMS NECESSARY OR APPROPRIATE TO COMPLY
WITH SECTION 409A(A)(2)(B)(I) OF THE CODE (RELATING TO PAYMENTS MADE TO CERTAIN
"KEY EMPLOYEES" OF CERTAIN PUBLICLY-TRADED COMPANIES); IN SUCH EVENT, ANY SHARES
OF COMMON STOCK TO WHICH THE GRANTEE WOULD OTHERWISE BE ENTITLED DURING THE SIX
(6) MONTH PERIOD FOLLOWING THE DATE THE GRANTEE CEASES TO BE A SERVICE PROVIDER
WILL BE ISSUED ON THE FIRST BUSINESS DAY FOLLOWING THE EXPIRATION OF SUCH SIX
(6) MONTH PERIOD.
1
4.
CHANGE IN CONTROL.
(A)
NOTWITHSTANDING SECTION 14 OF THE PLAN, IN
THE EVENT OF A CHANGE IN CONTROL, THE AWARD SHALL AUTOMATICALLY BECOME FULLY
VESTED WITH RESPECT TO ALL OF THE UNITS AT THE TIME REPRESENTED BY THE AWARD,
IMMEDIATELY PRIOR TO THE SPECIFIED EFFECTIVE DATE OF SUCH CHANGE IN CONTROL,
PROVIDED THAT THE GRANTEE HAS NOT CEASED TO BE A SERVICE PROVIDER PRIOR TO SUCH
DATE.
EFFECTIVE UPON THE CONSUMMATION OF A CHANGE IN CONTROL, THE AWARD SHALL
TERMINATE.
]
(B)
"CHANGE IN CONTROL" MEANS THE OCCURRENCE OF
ANY