ANY ANNUAL OR SPECIAL MEETINGS OF THE STOCKHOLDERS
OF THE CORPORATION AND AT ANY CONTINUATIONS OR ADJOURNMENTS OF SUCH MEETINGS,
UPON ANY MATTERS COMING BEFORE SUCH MEETINGS OR ADJOURNMENTS.
5.
CASH DIVIDENDS.
CASH DIVIDENDS, IF ANY, PAID ON THE SHARES SHALL
BE TO PAID TO GRANTEE ON THE DATE OF PAYMENT FOR ANY SUCH CASH DIVIDEND TO THE
CORPORATION'S SHAREHOLDERS, AS DETERMINED BY THE CORPORATION'S BOARD OF
DIRECTORS.
6.
EXPIRATION OF RESTRICTED PERIOD.
UPON THE LAPSE OR EXPIRATION OF
THE RESTRICTED PERIOD, THE CORPORATION SHALL DELIVER TO THE GRANTEE (OR IN THE
CASE OF A DECEASED GRANTEE, TO GRANTEE'S LEGAL REPRESENTATIVE) THE CERTIFICATE
IN RESPECT OF SUCH SHARES AND THE RELATED STOCK POWERS HELD BY THE CORPORATION
PURSUANT TO SECTION 3 ABOVE.
THE SHARES AS TO WHICH THE RESTRICTED PERIOD SHALL
HAVE LAPSED OR EXPIRED SHALL BE FREE OF THE RESTRICTIONS REFERRED TO IN SECTION
2 ABOVE AND SUCH CERTIFICATE SHALL NOT BEAR THE RESTRICTED LEGEND PROVIDED FOR
IN SECTION 3 ABOVE.
NOTWITHSTANDING THE FOREGOING, THE SECURITIES LEGEND
DESCRIBED IN SECTION 3 SHALL CONTINUE TO BE INCLUDED ON THE CERTIFICATES AS LONG
AS REGISTRATION HAS NOT OCCURRED.
7.
ADJUSTMENTS FOR CHANGES IN CAPITALIZATION OF THE CORPORATION.
IN
THE EVENT OF ANY CHANGE IN THE OUTSTANDING SHARES OF COMMON STOCK BY REASON OF
ANY REORGANIZATION, RECAPITALIZATION, STOCK SPLIT, STOCK DIVIDEND, COMBINATION
OR EXCHANGE OF SHARES, MERGER, CONSOLIDATION, OR ANY CHANGE IN THE CORPORATE
STRUCTURE OF THE CORPORATION OR IN THE SHARES OF COMMON STOCK, THE NUMBER AND
CLASS OF SHARES COVERED BY THIS AGREEMENT SHALL BE APPROPRIATELY ADJUSTED BY THE
COMMITTEE IN THE SAME MANNER AS OTHER OUTSTANDING SHARES ARE ADJUSTED.
ANY
SHARES OF COMMON STOCK OR OTHER SECURITIES RECEIVED, AS A RESULT OF THE
FOREGOING, BY THE GRANTEE WITH RESPECT TO SHARES SUBJECT TO THE RESTRICTIONS
CONTAINED IN SECTION 2 ABOVE ALSO SHALL BE SUBJECT TO SUCH RESTRICTIONS AND THE
CERTIFICATE OR OTHER INSTRUMENTS REPRESENTING OR EVIDENCING SUCH SHARES OR
SECURITIES SHALL BE LEGENDED AND DEPOSITED WITH THE CORPORATION IN THE MANNER
PROVIDED IN SECTION 3 ABOVE.
8.
CHANGE IN CONTROL.
UPON A "CHANGE IN CONTROL" (AS DEFINED IN THE
PLAN) (AND REGARDLESS OF WHETHER OR NOT GRANTEE UNDERGOES A "QUALIFIED STATUS
CHANGE" (AS DEFINED IN THE PLAN")), THE SHARES SHALL BE FREE OF THE RESTRICTIONS
CONTAINED IN SECTION 2 ABOVE.
9.
PLAN AND PLAN INTERPRETATIONS AS CONTROLLING.
THE SHARES HEREBY
AWARDED AND THE TERMS AND CONDITIONS HEREIN SET FORTH ARE SUBJECT IN ALL
RESPECTS TO THE TERMS AND CONDITIONS OF THE PLAN, WHICH ARE CONTROLLING.
ALL
DETERMINATIONS AND INTERPRETATIONS BY THE COMMITTEE SHALL BE
3
BINDING AND CONCLUSIVE UPON THE GRANTEE OR GRANTEE'S LEGAL REPRESENTATIVES WITH
REGARD TO ANY QUESTION ARISING HEREUNDER OR UNDER THE PLAN.
10.
WITHHOLDING AND SOCIAL SECURITY TAXES.
UPON THE TERMINATION OF
ANY RESTRICTED PERIOD WITH RESPECT TO ANY SHARES (OR ANY SUCH EARLIER TIME, IF
ANY, THAT AN ELECTION IS MADE UNDER SECTION 83(B) OF THE CODE, OR ANY SUCCESSOR
PROVISION THERETO, TO INCLUDE THE VALUE OF SUCH SHARES IN TAXABLE INCOME), THE