NAME OF EXECUTIVE SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT. THE SHARES SHALL BE ISSUED FROM COMMON STOCK RESERVED FOR ISSUANCE
PURSUANT TO THE 1999 PLAN AS GRANTED UNDER SUCH PLAN. SUBJECT TO THE TERMS
HEREOF, EXECUTIVE SHALL HAVE ALL RIGHTS OF A SHAREHOLDER WITH RESPECT TO THE
SHARES WHILE THEY ARE HELD IN ESCROW, INCLUDING WITHOUT LIMITATION THE RIGHT TO
VOTE THE SHARES AND RECEIVE ANY CASH DIVIDENDS DECLARED THEREON. IF, FROM TIME
TO TIME PRIOR TO THE EARLIER OF THE EXPIRATION DATE AND THE RELEASE DATE, THERE
IS (A) ANY STOCK DIVIDEND, STOCK SPLIT, OR OTHER CHANGE IN THE SHARES, OR
(B) ANY MERGER OR SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OR OTHER
ACQUISITION OF THE COMPANY, ANY AND ALL NEW, SUBSTITUTED, OR ADDITIONAL
SECURITIES TO WHICH EXECUTIVE IS ENTITLED BY REASON OF HIS OWNERSHIP OF THE
SHARES SHALL BE HELD ON HIS BEHALF BY THE COMPANY'S TRANSFER AGENT AND INCLUDED
THEREAFTER AS "SHARES" FOR PURPOSES OF THIS AGREEMENT AND THE FORFEITURE
RESTRICTION. A CERTIFICATE FOR THE SHARES GRANTED PURSUANT TO THIS AGREEMENT
WILL BE ISSUED TO EXECUTIVE FOLLOWING THE RELEASE DATE, OR, AT EXECUTIVE'S
ELECTION, SUCH SHARES MAY BE TRANSFERRED IN BOOK-ENTRY FORM TO EXECUTIVE'S
BROKERAGE ACCOUNT (SUBJECT TO ANY ADJUSTMENT MADE THEREIN TO WITHHOLD SHARES TO
PAY TAXES AS PROVIDED IN SECTION 5.2 BELOW).
5.
TAX CONSEQUENCES.
5.1
SECTION 83(B) ELECTION. EXECUTIVE UNDERSTANDS
THAT HE (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR HIS OWN TAX LIABILITY
THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
EXECUTIVE UNDERSTANDS THAT SECTION 83 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE") TAXES AS ORDINARY INCOME THE FAIR MARKET VALUE OF THE
SHARES AS OF THE DATE THE SHARES VEST AND THE FORFEITURE RESTRICTION ON THE
SHARES LAPSES. EXECUTIVE UNDERSTANDS THAT HE MAY ELECT TO BE TAXED AT THE TIME
THE SHARES ARE GRANTED RATHER THAN WHEN THE SHARES VEST AND THE FORFEITURE
RESTRICTION LAPSES BY FILING AN ELECTION UNDER SECTION 83(B) OF THE CODE WITH
THE INTERNAL REVENUE SERVICE WITHIN 30 DAYS FROM THE GRANT DATE. EXECUTIVE
UNDERSTANDS THAT FAILURE TO FILE SUCH AN ELECTION IN A TIMELY MANNER MAY RESULT
IN ADVERSE TAX CONSEQUENCES FOR EXECUTIVE; PROVIDED, HOWEVER, THAT IF THE
ELECTION IS TIMELY FILED WITH THE IRS, EXECUTIVE WILL BE RESPONSIBLE FOR THE
INCOME TAXES DUE ON THE FAIR MARKET VALUE OF THE SHARES DETERMINED AS OF THE
DATE OF THIS AGREEMENT. THE TAX PAYMENTS TO THE IRS IN CONNECTION WITH AN
83(B) ELECTION CANNOT BE RECOVERED IF THE SHARES LATER FAIL TO VEST AND ARE
FORFEITED. EXECUTIVE FURTHER UNDERSTANDS THAT AN ADDITIONAL COPY OF SUCH
ELECTION FORM SHOULD BE FILED WITH HIS FEDERAL INCOME TAX RETURN FOR THE
CALENDAR YEAR IN WHICH THE GRANT DATE FALLS. EXECUTIVE ACKNOWLEDGES THAT THE
FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF UNITED STATES FEDERAL INCOME
TAXATION WITH RESPECT TO THE GRANT OF THE SHARES HEREUNDER AND DOES NOT PURPORT
TO BE COMPLETE. EXECUTIVE FURTHER ACKNOWLEDGES