AND BINDING
OBLIGATION OF GRANTEE, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, AND THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY GRANTEE DO NOT AND
SHALL NOT CONFLICT WITH, VIOLATE OR CAUSE A BREACH OF ANY AGREEMENT, CONTRACT OR
INSTRUMENT TO WHICH GRANTEE IS A PARTY OR ANY JUDGMENT, ORDER OR DECREE TO WHICH
GRANTEE IS SUBJECT.
(III)
GRANTEE HAS NOT TAKEN ANY ACTION THAT CONSTITUTES A CONFLICT
WITH, VIOLATION OR BREACH OF, AND THE EXECUTION AND DELIVERY OF THIS AGREEMENT
AND THE OTHER AGREEMENTS CONTEMPLATED HEREBY WILL NOT CONFLICT WITH, VIOLATE OR
CAUSE A BREACH OF, ANY NONCOMPETE, NONSOLICITATION OR CONFIDENTIALITY AGREEMENT
TO WHICH GRANTEE IS A PARTY OR BY WHICH GRANTEE IS BOUND.
GRANTEE AGREES TO
NOTIFY THE BOARD OF ANY MATTER (INCLUDING, BUT NOT LIMITED TO, ANY POTENTIAL
ACQUISITION BY THE COMPANY) WHICH, TO GRANTEE'S KNOWLEDGE, MIGHT REASONABLY BE
EXPECTED TO VIOLATE OR CAUSE A BREACH OF ANY SUCH AGREEMENT.
(IV)
GRANTEE HAS BEEN ADVISED AND ENCOURAGED IN WRITING (VIA THIS
AGREEMENT) TO CONSULT WITH AN ATTORNEY AND A TAX ADVISOR PRIOR TO SIGNING THIS
AGREEMENT.
(C)
THE COMPANY AND GRANTEE ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT
HAS BEEN EXECUTED AND DELIVERED, THE RSUS HAVE BEEN GRANTED AND ANY GRANTEE
STOCK THAT MAY BE DELIVERED HEREUNDER WILL BE DELIVERED, IN CONNECTION WITH AND
AS A PART OF THE COMPENSATION AND INCENTIVE ARRANGEMENTS BETWEEN THE COMPANY
(TOGETHER WITH ITS SUBSIDIARIES) AND DIRECTOR.
(D)
IN CONNECTION WITH THE ISSUANCE OF ANY GRANTEE STOCK HEREUNDER,
GRANTEE HEREBY AGREES AND ACKNOWLEDGES THAT ALL OF THE SHARES OF THE GRANTEE
STOCK ARE SUBJECT IN ALL RESPECTS TO THE TERMS OF THIS AGREEMENT.
2.
VESTING.
(A)
EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 2 AND SUBJECT TO THE
OTHER TERMS AND CONDITIONS OF THIS AGREEMENT, ALL OF THE RSUS SHALL REMAIN
UNVESTED UNTIL
, 2010(5), ON WHICH DATE ALL OF THE RSUS SHALL
BECOME FULLY VESTED, IF AS OF SUCH DATE DIRECTOR HAS CONTINUOUSLY SERVED AS A
DIRECTOR ON THE BOARD AND/OR THE BOARD OF DIRECTORS OF ANY OF THE SUBSIDIARIES
SINCE THE DATE OF GRANT.
(B)
EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 2, IF DIRECTOR'S
DIRECTORSHIP WITH THE COMPANY (OR ANY OF ITS DIRECT OR INDIRECT WHOLLY-OWNED
SUBSIDIARIES, AS APPLICABLE) TERMINATES FOR ANY REASON (INCLUDING UPON THE DEATH
OR DISABILITY OF DIRECTOR PRIOR TO THE VESTING
(5) INSERT ONE-YEAR FROM DATE OF 2009 ANNUAL STOCKHOLDERS MEETING.
2
OF ALL OR ANY PORTION OF THE RSUS AWARDED UNDER THIS AGREEMENT), ANY PORTION OF
THE RSUS UNVESTED AS IMMEDIATELY PRIOR TO SUCH TERMINATION SHALL IMMEDIATELY BE
CANCELLED AND GRANTEE SHALL FORFEIT ANY RIGHTS OR INTERESTS IN AND WITH RESPECT
TO ANY SUCH UNVESTED RSUS.
(C)
IN ADDITION TO SECTION 2(A) ABOVE, UPON A TERMINATION OF
DIRECTOR'S DIRECTORSHIP WITH THE COMPANY (OR ANY OF ITS DIRECT OR INDIRECT
WHOLLY-OWNED SUBSIDIARIES, AS APPLICABLE) PRIOR TO JUNE [
], 2010 THAT ALSO
CONSTITUTES A "SEPARATION FROM SERVICE" WITHIN THE MEANING OF CODE SECTION 409A
FOLLOWING A CHANGE IN CONTROL OF THE COMPANY (A "CHANGE