TO,
REPLACING ANY OR ALL OF THE RSUS WITH SUBSTITUTE AWARDS IN RESPECT OF THE
GRANTEE STOCK ISSUABLE UNDER THE RSUS, OTHER SECURITIES OR OTHER PROPERTY OF THE
SURVIVING CORPORATION OR ANY AFFILIATE OF THE SURVIVING CORPORATION ON SUCH
TERMS AND CONDITIONS, AS TO THE NUMBER OF SHARES OF COMMON STOCK, PRICING AND
OTHERWISE, WHICH SHALL SUBSTANTIALLY PRESERVE THE VALUE, RIGHTS AND BENEFITS OF
THE RSUS GRANTED HEREUNDER AS OF THE DATE OF THE CONSUMMATION OF THE CORPORATE
EVENT.
IF ANY CORPORATE EVENT OCCURS, THE COMPANY SHALL HAVE THE RIGHT, BUT NOT
THE OBLIGATION, TO: (I) ACCELERATE THE PARTIAL OR FULL VESTING OF THE RSUS
FOLLOWING THE COMPANY'S PUBLIC ANNOUNCEMENT OF SUCH CORPORATE EVENT, (II) CANCEL
GRANTEE'S RSUS THAT HAVE NOT BECOME VESTED AND ARE NOT SCHEDULED TO BECOME
VESTED IMMEDIATELY PRIOR TO SUCH CORPORATE EVENT, (III) PERMIT GRANTEE, AT ITS
ELECTION AND WITHIN ANY TIME PERIOD AS THE COMMITTEE MAY PRESCRIBE, TO SURRENDER
GRANTEE'S RSUS (OR ANY PORTION THEREOF) AND TO PAY TO GRANTEE IN CONNECTION WITH
THE CANCELLATION OF SUCH RSUS AN AMOUNT THAT THE COMMITTEE, IN ITS SOLE
DISCRETION, IN GOOD FAITH DETERMINES TO BE THE EQUIVALENT VALUE OF SUCH
CANCELLED RSUS, AND (IV) REQUIRE GRANTEE TO SURRENDER THE RSUS (OR ANY PORTION
THEREOF) (A) IN EXCHANGE FOR CASH PAYMENT AS DESCRIBED IN CLAUSE (III) OR (B) IN
EXCHANGE FOR ANOTHER AWARD WHICH THE COMMITTEE, IN THE GOOD FAITH EXERCISE OF
ITS BUSINESS JUDGMENT, DETERMINES TO HAVE A VALUE SUBSTANTIALLY EQUIVALENT TO
THE VALUE OF THE RSUS SURRENDERED.
(C)
UPON RECEIPT BY GRANTEE OF ANY SUBSTITUTE AWARDS (OR PAYMENT) AS A
RESULT OF ANY SUCH CORPORATE EVENT PURSUANT TO SECTION 5(B) ABOVE, GRANTEE'S
AFFECTED RSUS FOR WHICH SUCH SUBSTITUTE AWARDS (OR PAYMENT) WERE RECEIVED SHALL
BE THEREUPON CANCELLED WITHOUT THE NEED FOR OBTAINING THE CONSENT OF GRANTEE.
6.
DEFINITIONS.
"Board" means the Company's Board of Directors.
"Change in Control" means (i) the consummation of any transaction or series of
transactions resulting in a Third Party (or group of affiliated Third Parties)
owning, directly or indirectly, securities of the Company possessing the voting
power to elect a majority of the Board (whether by merger, consolidation or sale
or transfer of the Company's securities) or (ii) the sale, transfer or other
disposition of all or substantially all of the business and assets of the
Company, whether by sale of assets, merger or otherwise (determined on a
consolidated basis) to a Third Party (or group of affiliated Third Parties).
"Code" means the Internal Revenue Code of 1986, as amended.
Reference to a
specific section of the Code or regulation thereunder shall include such section
or regulation, any valid regulation or other guidance promulgated under such
section, and any comparable provision of any future legislation or regulation
amending, supplementing or superseding such section or regulation.
"Fair Market Value" means (a) while the shares of Common Stock are readily
traded on an established national or regional securities exchange, the closing
transaction price of such shares as reported by the principal exchange on