STOCK ON AND AFTER THE DATE
OF GRANT AND BEFORE THE SETTLEMENT OF THE AWARD PURSUANT TO SECTION 3, ON THE
DATE THIS AWARD IS SETTLED UPON VESTING OF RESTRICTED STOCK UNITS PURSUANT TO
SECTION 3, PARTICIPANT WILL ALSO RECEIVE AN AMOUNT OF CASH EQUAL TO THE PER
SHARE AMOUNT OF CASH DIVIDENDS SO PAID ON OR AFTER THE DATE OF
GRANT AND BEFORE SETTLEMENT MULTIPLIED BY THE NUMBER OF SHARES ACTUALLY
DELIVERABLE UPON SETTLEMENT OF THIS AWARD.
7.
EFFECT ON EMPLOYMENT.
PARTICIPANT
ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT
TO SECTION 2 HEREOF IS EARNED ONLY BY PARTICIPANT CONTINUING TO BE AN EMPLOYEE
THROUGH THE APPLICABLE VESTING DATES (AND NOT THROUGH THE ACT OF BEING HIRED OR
ACQUIRING SHARES HEREUNDER).
PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT
THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING
SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF
PARTICIPANT CONTINUING TO BE AN EMPLOYEE FOR THE VESTING PERIOD, FOR ANY PERIOD,
OR AT ALL, AND WILL NOT INTERFERE WITH THE PARTICIPANT'S RIGHT OR THE RIGHT OF
THE COMPANY (OR THE AFFILIATE EMPLOYING PARTICIPANT) TO TERMINATE PARTICIPANT AS
AN EMPLOYEE AT ANY TIME, WITH OR WITHOUT CAUSE.
8.
TAX WITHHOLDING.
NOTWITHSTANDING ANY
CONTRARY PROVISION OF THIS AGREEMENT, NO CERTIFICATE REPRESENTING THE SHARES
WILL BE ISSUED TO PARTICIPANT AND NO CASH WILL BE PAID PURSUANT TO SECTION 6,
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 AND/OR CASH TO BE PAID.
ALL INCOME,
EMPLOYMENT AND OTHER TAXES RELATED TO THIS RESTRICTED STOCK UNIT AWARD AND ANY
SHARES OR CASH DELIVERED IN PAYMENT THEREOF ARE THE SOLE RESPONSIBILITY OF
PARTICIPANT.
ANY CASH PAYMENTS TO BE MADE PURSUANT TO SECTION 6 HEREOF WILL BE
REDUCED TO SATISFY ANY APPLICABLE TAX WITHHOLDING REQUIREMENTS WITH RESPECT TO
SUCH AMOUNTS.
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 WITH RESPECT TO SHARES ISSUABLE
HEREUNDER, IN WHOLE OR IN PART BY ONE OR MORE OF THE FOLLOWING (WITHOUT
LIMITATION): (A) PAYING CASH, (B) ELECTING TO HAVE THE COMPANY WITHHOLD
OTHERWISE DELIVERABLE SHARES HAVING A FAIR MARKET VALUE EQUAL TO THE 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.
THE COMPANY, IN ITS SOLE DISCRETION, MAY USE ANY CASH AMOUNTS
THAT ARE TO BE PAID PURSUANT TO SECTION 6 TO SATISFY ANY TAX WITHHOLDING
OTHERWISE DUE WITH RESPECT TO THE