PLAN ADMINISTRATOR, BE FULLY AND IMMEDIATELY
VESTED UPON ISSUANCE OR MAY VEST IN ONE OR MORE INSTALLMENTS OVER THE
PARTICIPANT'S PERIOD OF SERVICE OR UPON ATTAINMENT OF SPECIFIED PERFORMANCE
OBJECTIVES.
THE ELEMENTS OF THE VESTING SCHEDULE APPLICABLE TO ANY UNVESTED
SHARES OF COMMON STOCK ISSUED UNDER THE STOCK ISSUANCE PROGRAM, NAMELY:
(I)
THE SERVICE PERIOD TO BE COMPLETED BY THE PARTICIPANT OR THE
PERFORMANCE OBJECTIVES TO BE ATTAINED,
(II)
THE NUMBER OF INSTALLMENTS IN WHICH THE SHARES ARE TO VEST,
(III)
THE INTERVAL OR INTERVALS (IF ANY) WHICH ARE TO LAPSE BETWEEN
INSTALLMENTS, AND
(IV)
THE EFFECT WHICH DEATH, PERMANENT DISABILITY OR OTHER EVENT
DESIGNATED BY THE PLAN ADMINISTRATOR IS TO HAVE UPON THE VESTING SCHEDULE,
7
shall be determined by the Plan Administrator and incorporated into the Stock
Issuance Agreement.
2.
ANY NEW, SUBSTITUTED OR ADDITIONAL SECURITIES OR OTHER PROPERTY
(INCLUDING MONEY PAID OTHER THAN AS A REGULAR CASH DIVIDEND) WHICH THE
PARTICIPANT MAY HAVE THE RIGHT TO RECEIVE WITH RESPECT TO THE PARTICIPANT'S
UNVESTED SHARES OF COMMON STOCK BY REASON OF ANY STOCK DIVIDEND, STOCK SPLIT,
RECAPITALIZATION, COMBINATION OF SHARES, EXCHANGE OF SHARES OR OTHER CHANGE
AFFECTING THE OUTSTANDING COMMON STOCK AS A CLASS WITHOUT THE CORPORATION'S
RECEIPT OF CONSIDERATION SHALL BE ISSUED SUBJECT TO (I) THE SAME VESTING
REQUIREMENTS APPLICABLE TO THE PARTICIPANT'S UNVESTED SHARES OF COMMON STOCK AND
(II) SUCH ESCROW ARRANGEMENTS AS THE PLAN ADMINISTRATOR SHALL DEEM APPROPRIATE.
3.
THE PARTICIPANT SHALL HAVE FULL STOCKHOLDER RIGHTS WITH RESPECT
TO ANY SHARES OF COMMON STOCK ISSUED TO THE PARTICIPANT UNDER THE STOCK ISSUANCE
PROGRAM, WHETHER OR NOT THE PARTICIPANT'S INTEREST IN THOSE SHARES IS VESTED.
ACCORDINGLY, THE PARTICIPANT SHALL HAVE THE RIGHT TO VOTE SUCH SHARES AND TO
RECEIVE ANY REGULAR CASH DIVIDENDS PAID ON SUCH SHARES.
4.
SHOULD THE PARTICIPANT CEASE TO REMAIN IN SERVICE WHILE HOLDING
ONE OR MORE UNVESTED SHARES OF COMMON STOCK ISSUED UNDER THE STOCK ISSUANCE
PROGRAM OR SHOULD THE PERFORMANCE OBJECTIVES NOT BE ATTAINED WITH RESPECT TO ONE
OR MORE SUCH UNVESTED SHARES OF COMMON STOCK, THEN THOSE SHARES SHALL BE
IMMEDIATELY SURRENDERED TO THE CORPORATION FOR CANCELLATION, AND THE PARTICIPANT
SHALL HAVE NO FURTHER STOCKHOLDER RIGHTS WITH RESPECT TO THOSE SHARES.
TO THE
EXTENT THE SURRENDERED SHARES WERE PREVIOUSLY ISSUED TO THE PARTICIPANT FOR
CONSIDERATION PAID IN CASH OR CASH EQUIVALENT (INCLUDING THE PARTICIPANT'S
PURCHASE-MONEY INDEBTEDNESS), THE CORPORATION SHALL REPAY TO THE PARTICIPANT THE
CASH CONSIDERATION PAID FOR THE SURRENDERED SHARES AND SHALL CANCEL THE UNPAID
PRINCIPAL BALANCE OF ANY OUTSTANDING PURCHASE-MONEY NOTE OF THE PARTICIPANT
ATTRIBUTABLE TO THE SURRENDERED SHARES.
5.
THE PLAN ADMINISTRATOR MAY IN ITS DISCRETION WAIVE THE SURRENDER
AND CANCELLATION OF ONE OR MORE UNVESTED SHARES OF COMMON STOCK WHICH WOULD
OTHERWISE OCCUR UPON THE CESSATION OF THE PARTICIPANT'S SERVICE OR THE
NON-ATTAINMENT OF THE PERFORMANCE OBJECTIVES APPLICABLE TO THOSE SHARES.
SUCH
WAIVER SHALL RESULT IN THE IMMEDIATE VESTING OF THE PARTICIPANT'S INTEREST IN
THE SHARES AS TO WHICH THE WAIVER APPLIES.
SUCH WAIVER MAY BE EFFECTED AT ANY
TIME, WHETHER BEFORE OR AFTER