IS A
"CHANGE IN CONTROL" WITHIN THE MEANING OF SECTION 409A, THEN THE PAYMENT OF SUCH
ACCELERATED PERFORMANCE UNITS SHALL BE PAID NO LATER THAN THE DATE THAT IS THE
FIFTEENTH (15TH) DAY OF THE THIRD (3RD) MONTH (AND IN ALL CASES WITHIN NINETY
(90) DAYS) FOLLOWING THE VESTING DATE.
(C)
SECTION 409A.
IT IS THE INTENT OF THIS AWARD AGREEMENT TO COMPLY
WITH THE REQUIREMENTS OF SECTION 409A SO THAT NONE OF THE PERFORMANCE UNITS
PROVIDED UNDER THIS AWARD AGREEMENT OR SHARES ISSUABLE THEREUNDER WILL BE
SUBJECT TO THE ADDITIONAL TAX IMPOSED UNDER SECTION 409A, AND ANY AMBIGUITIES
HEREIN WILL BE INTERPRETED TO SO COMPLY.
EACH PAYMENT AND BENEFIT PAYABLE UNDER
THIS AWARD AGREEMENT IS INTENDED TO CONSTITUTE SEPARATE PAYMENTS FOR PURPOSES OF
TREASURY REGULATION SECTION 1.409A-2(B)(2).
5.
FORFEITURE UPON TERMINATION OF STATUS AS A SERVICE PROVIDER.
NOTWITHSTANDING ANY CONTRARY PROVISION OF THIS AWARD AGREEMENT, THE BALANCE OF
THE PERFORMANCE UNITS THAT HAVE NOT VESTED AS OF THE TIME OF PARTICIPANT'S
TERMINATION AS A SERVICE PROVIDER FOR ANY OR NO REASON AND PARTICIPANT'S RIGHT
TO ACQUIRE ANY UNITS HEREUNDER WILL IMMEDIATELY TERMINATE.
6.
DEATH OF PARTICIPANT.
ANY DISTRIBUTION OR DELIVERY TO BE MADE TO
PARTICIPANT UNDER THIS AWARD AGREEMENT WILL, IF PARTICIPANT IS THEN DECEASED, BE
MADE TO PARTICIPANT'S DESIGNATED BENEFICIARY, OR IF NO BENEFICIARY SURVIVES
PARTICIPANT, THE ADMINISTRATOR OR EXECUTOR OF PARTICIPANT'S ESTATE.
ANY SUCH
TRANSFEREE MUST FURNISH THE COMPANY WITH (A) WRITTEN NOTICE OF HIS OR HER STATUS
AS TRANSFEREE, AND (B) EVIDENCE SATISFACTORY TO THE COMPANY TO ESTABLISH THE
VALIDITY OF THE TRANSFER AND COMPLIANCE WITH ANY LAWS OR REGULATIONS PERTAINING
TO SAID TRANSFER.
7.
WITHHOLDING OF TAXES.
NOTWITHSTANDING ANY CONTRARY PROVISION OF
THIS AWARD AGREEMENT, NO CERTIFICATE REPRESENTING THE SHARES WILL BE ISSUED TO
PARTICIPANT, UNLESS AND UNTIL SATISFACTORY ARRANGEMENTS (AS DETERMINED BY THE
ADMINISTRATOR) WILL HAVE BEEN MADE BY PARTICIPANT WITH RESPECT TO THE PAYMENT OF
INCOME, EMPLOYMENT AND OTHER TAXES WHICH THE COMPANY DETERMINES MUST BE WITHHELD
WITH RESPECT TO SUCH SHARES SO ISSUABLE.
THE ADMINISTRATOR, IN ITS SOLE
DISCRETION AND PURSUANT TO SUCH PROCEDURES AS IT MAY SPECIFY FROM TIME TO TIME,
MAY PERMIT PARTICIPANT TO SATISFY SUCH TAX WITHHOLDING OBLIGATION, IN WHOLE OR
IN PART (WITHOUT LIMITATION) BY (A) PAYING CASH, (B) ELECTING TO HAVE THE
COMPANY WITHHOLD OTHERWISE DELIVERABLE SHARES HAVING A FAIR MARKET VALUE EQUAL
TO THE MINIMUM AMOUNT REQUIRED TO BE WITHHELD, (C) DELIVERING TO THE COMPANY
ALREADY VESTED AND OWNED SHARES HAVING A FAIR MARKET VALUE EQUAL TO THE AMOUNT
REQUIRED TO BE WITHHELD, OR (D) SELLING A SUFFICIENT NUMBER OF SUCH SHARES
OTHERWISE DELIVERABLE TO PARTICIPANT THROUGH SUCH MEANS AS THE COMPANY MAY
DETERMINE IN ITS SOLE DISCRETION (WHETHER THROUGH A BROKER OR OTHERWISE) EQUAL
TO THE AMOUNT REQUIRED TO BE WITHHELD.
TO THE EXTENT DETERMINED APPROPRIATE BY
THE COMPANY IN ITS DISCRETION, IT SHALL HAVE THE RIGHT (BUT NOT THE OBLIGATION)
TO SATISFY ANY TAX WITHHOLDING OBLIGATIONS BY REDUCING THE NUMBER OF SHARES
OTHERWISE DELIVERABLE TO PARTICIPANT.
IF PARTICIPANT FAILS TO MAKE SATISFACTORY
ARRANGEMENTS FOR