NOT LATER THAN THE DATE THE
ANNOUNCEMENT DATE, SHALL BE DEEMED TO HAVE OCCURRED ON THE FIRST BUSINESS DAY
AFTER THE ANNOUNCEMENT DATE, AND (II) ANY OTHER TERMINATION OF HOLDER'S
EMPLOYMENT BY REASON OF DEATH OR PERMANENT AND TOTAL DISABILITY THAT OCCURS ON
OR AFTER JULY 1 OF ANY YEAR DURING THE PERFORMANCE PERIOD, BUT NO LATER THAN THE
ANNOUNCEMENT DATE FOR THAT YEAR SHALL BE DEEMED TO HAVE OCCURRED ON THE FIRST
BUSINESS DAY AFTER SUCH ANNOUNCEMENT DATE.
FURTHER, FOR THIS PURPOSE, HOLDER'S
EMPLOYMENT SHALL NOT BE TREATED AS TERMINATED IN THE CASE OF A TRANSFER OF
EMPLOYMENT WITHIN THE COMPANY AND ITS SUBSIDIARIES OR IN THE CASE OF SICK LEAVE
AND OTHER APPROVED LEAVES OF ABSENCE.
UPON THE OCCURRENCE OF SUCH A FORFEITURE,
THE COMPANY SHALL BECOME THE LEGAL AND BENEFICIAL OWNER OF THE SHARES BEING
FORFEITED AND ALL RIGHTS AND INTERESTS THEREIN OR RELATING THERETO AND THE
COMPANY SHALL HAVE THE RIGHT TO RETAIN AND TRANSFER TO ITS OWN NAME THE NUMBER
OF SHARES BEING FORFEITED BY HOLDER.
IN THE EVENT ANY OF THE UNRELEASED SHARES
ARE FORFEITED UNDER THIS SECTION 3.1, ANY CASH, CASH EQUIVALENTS, ASSETS OR
SECURITIES RECEIVED BY OR DISTRIBUTED TO HOLDER WITH RESPECT TO, IN EXCHANGE FOR
OR IN SUBSTITUTION OF SUCH SHARES AND
2
HELD BY THE ESCROW AGENT PURSUANT TO SECTION 4.1 AND THE JOINT ESCROW
INSTRUCTIONS SHALL BE PROMPTLY TRANSFERRED BY THE ESCROW AGENT TO THE COMPANY.
3.2
RELEASE OF SHARES FROM FORFEITURE RESTRICTION.
THE SHARES SHALL
BE RELEASED FROM THE FORFEITURE RESTRICTION AS INDICATED IN THE GRANT NOTICE
EFFECTIVE AS OF THE DATE HOLDER RECEIVES WRITTEN THE WRITTEN NOTICE OF RELEASE
SET FORTH IN SECTION 3.5 BELOW.
ANY OF THE SHARES RELEASED FROM THE FORFEITURE
RESTRICTION SHALL THEREUPON BE RELEASED FROM THE RESTRICTIONS ON TRANSFER UNDER
SECTION 3.4.
IN THE EVENT ANY OF THE SHARES ARE RELEASED FROM THE FORFEITURE
RESTRICTION, ANY DIVIDENDS OR OTHER DISTRIBUTIONS PAID ON SUCH SHARES AND HELD
BY THE ESCROW AGENT PURSUANT TO SECTION 4.1 AND THE JOINT ESCROW INSTRUCTIONS
SHALL BE PROMPTLY PAID BY THE ESCROW AGENT TO HOLDER.
3.3
UNRELEASED SHARES.
ANY OF THE SHARES WHICH, FROM TIME TO TIME,
HAVE NOT YET BEEN RELEASED FROM THE FORFEITURE RESTRICTION ARE REFERRED TO
HEREIN AS "UNRELEASED SHARES."
3.4
RESTRICTIONS ON TRANSFER.
UNLESS OTHERWISE PERMITTED BY THE BOARD
PURSUANT TO THE PLAN, NO UNRELEASED SHARES OR ANY DIVIDENDS OR OTHER
DISTRIBUTIONS THEREON OR ANY INTEREST OR RIGHT THEREIN OR PART THEREOF, SHALL BE
LIABLE FOR THE DEBTS, CONTRACTS OR ENGAGEMENTS OF HOLDER OR HIS OR HER
SUCCESSORS IN INTEREST OR SHALL BE SUBJECT TO SALE OR OTHER DISPOSITION BY
TRANSFER, ALIENATION, ANTICIPATION, PLEDGE, ENCUMBRANCE, ASSIGNMENT OR ANY OTHER
MEANS WHETHER SUCH SALE OR OTHER DISPOSITION BE VOLUNTARY OR INVOLUNTARY OR BY
OPERATION OF LAW BY JUDGMENT, LEVY, ATTACHMENT, GARNISHMENT OR ANY OTHER LEGAL
OR EQUITABLE PROCEEDINGS (INCLUDING BANKRUPTCY), AND ANY ATTEMPTED SALE OR OTHER
DISPOSITION THEREOF SHALL BE NULL AND VOID AND OF NO EFFECT.
3.5
NOTICE OF RELEASE.
THE COMMITTEE SHALL PROVIDE