REGISTER THE SHARES SUBJECT TO THE FOREGOING OPTION AWARD AND THE RESTRICTED
STOCK AWARD UNDER THE SECURITIES ACT OF 1933, AS AMENDED, ON A FORM S-8 OR OTHER
APPROPRIATE FORM AND TO LIST SUCH SHARES ON THE NEW YORK STOCK EXCHANGE.
(K)
UPON THE VESTING OF ANY PORTION OF THE RESTRICTED STOCK AWARD OR
THE EXERCISE OF ANY PORTION OF THE OPTION AWARD (OTHER THAN A CASHLESS EXERCISE
INVOLVING A SAME-DAY SALE), THE COMPANY SHALL WITHHOLD A NUMBER OF SHARES OF
COMMON STOCK SUBJECT TO SUCH AWARD HAVING A VALUE EQUAL TO THE MINIMUM AMOUNT
REQUIRED TO BE WITHHELD UNDER APPLICABLE FEDERAL, STATE AND LOCAL INCOME TAX
LAWS (COLLECTIVELY, "WITHHOLDING TAXES").
THE VALUE OF SHARES OF COMMON STOCK
TO BE WITHHELD SHALL BE BASED ON THE CLOSING PRICE OF SUCH SHARES ON THE DATE
THE AMOUNT OF WITHHOLDING TAXES IS DETERMINED.
2.
DEFINITIONS.
(A)
"CAUSE" SHALL HAVE THE SAME DEFINITION AS PARAGRAPH 3.A OF
EXECUTIVE'S SEVERANCE AGREEMENT, DATED APRIL 1, 2007;
(B)
"TERMINATION FOR GOOD REASON" SHALL HAVE THE SAME DEFINITION AS
PARAGRAPH 3.C.1 OF EXECUTIVE'S SEVERANCE AGREEMENT, DATED APRIL 1, 2007;
4
Exhibit C
(C)
"DISABILITY" MEANS THAT THE EXECUTIVE IS DISABLED WITHIN THE
MEANING OF THE COMPANY'S LONG-TERM DISABILITY PLAN OR, IF THERE IS NO SUCH PLAN
IN EFFECT, THAT (I) THE EXECUTIVE HAS BEEN SUBSTANTIALLY UNABLE, FOR 120
BUSINESS DAYS WITHIN A PERIOD OF 180 CONSECUTIVE BUSINESS DAYS, TO PERFORM THE
EXECUTIVE'S DUTIES AS CFO, AS A RESULT OF PHYSICAL OR MENTAL ILLNESS OR INJURY,
AND (II) A PHYSICIAN SELECTED BY THE COMPANY OR ITS INSURERS, AND REASONABLY
ACCEPTABLE TO THE EXECUTIVE OR THE EXECUTIVE'S LEGAL REPRESENTATIVE, HAS
DETERMINED THAT THE EXECUTIVE IS DISABLED.
A TERMINATION OF THE EXECUTIVE'S
EMPLOYMENT BY THE COMPANY FOR DISABILITY SHALL BE COMMUNICATED TO THE EXECUTIVE
BY WRITTEN NOTICE, AND SHALL BE EFFECTIVE ON THE 30TH DAY AFTER RECEIPT OF SUCH
NOTICE BY THE EXECUTIVE (THE "DISABILITY EFFECTIVE TIME"), UNLESS THE EXECUTIVE
RETURNS TO FULL-TIME PERFORMANCE OF THE EXECUTIVE'S DUTIES BEFORE THE DISABILITY
EFFECTIVE TIME.
(D)
"INCUMBENT BOARD" MEANS INDIVIDUALS WHO AT THE BEGINNING OF ANY
TWO CONSECUTIVE YEAR PERIOD FOLLOWING THE EFFECTIVE DATE OF THIS AGREEMENT,
CONSTITUTE THE BOARD OF DIRECTORS OF QCII ("THE QCII BOARD") AND ANY NEW
DIRECTOR (EXCEPT FOR A DIRECTOR DESIGNATED BY A PERSON WHO HAS ENTERED INTO AN
AGREEMENT WITH QCII TO EFFECT A TRANSACTION DESCRIBED ELSEWHERE IN THE
DEFINITION OF CHANGE IN CONTROL CONTAINED IN THE EQUITY INCENTIVE PLAN) WHOSE
ELECTION BY THE QCII BOARD OR NOMINATION FOR ELECTION BY QCII'S STOCKHOLDERS WAS
APPROVED BY A VOTE OF AT LEAST TWO-THIRDS OF THE DIRECTORS THEN STILL IN OFFICE
WHO EITHER WERE DIRECTORS AT THE BEGINNING OF THE PERIOD OR WHOSE ELECTION OR
NOMINATION FOR ELECTION WAS PREVIOUSLY SO APPROVED CEASE FOR ANY REASON TO
CONSTITUTE AT LEAST A MAJORITY OF THE QCII BOARD;
3.
ASSIGNABILITY, BINDING NATURE.
EXCEPT AS OTHERWISE PROVIDED IN
THIS SECTION, THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF
THE PARTIES AND THEIR RESPECTIVE SUCCESSORS, HEIRS (IN