ANY SUCH TRANSACTION
RECEIVED WITH RESPECT TO, IN EXCHANGE FOR OR IN SUBSTITUTION OF THE SHARES SHALL
ALSO BE SUBJECT TO THE FORFEITURE RESTRICTION (AS DEFINED IN SECTION 3.1) AND
THE RESTRICTIONS ON TRANSFER IN SECTION 3.5 UNTIL SUCH RESTRICTIONS ON THE
UNDERLYING SHARES LAPSE OR ARE REMOVED PURSUANT TO THIS AGREEMENT (OR, IF SUCH
SHARES ARE NO LONGER OUTSTANDING, UNTIL SUCH TIME AS SUCH SHARES WOULD HAVE BEEN
RELEASED FROM THE FORFEITURE RESTRICTION PURSUANT TO THIS AGREEMENT). ANY SUCH
ASSETS OR OTHER SECURITIES RECEIVED BY OR DISTRIBUTED TO HOLDER WITH RESPECT TO,
IN EXCHANGE FOR OR IN SUBSTITUTION OF ANY UNRELEASED SHARES (AS DEFINED IN
SECTION 3.4) SHALL BE IMMEDIATELY DELIVERED TO THE COMPANY TO BE HELD IN ESCROW
PURSUANT TO SECTION 4.1.
ARTICLE III
RESTRICTIONS ON SHARES
3.1
FORFEITURE RESTRICTION. SUBJECT TO THE PROVISIONS OF SECTION 3.3,
AND EXCEPT TO THE EXTENT OTHERWISE PROVIDED IN THIS AGREEMENT, EACH UNRELEASED
SHARE (AS DEFINED IN SECTION 3.4) SHALL BE FORFEITED IMMEDIATELY AND
AUTOMATICALLY TRANSFERRED TO THE COMPANY UPON HOLDER'S TERMINATION OF EMPLOYMENT
FOR ANY REASON, WHETHER VOLUNTARY OR INVOLUNTARY, AS AN EMPLOYEE OF THE COMPANY
OR A SUBSIDIARY WITHOUT ANY FURTHER ACTION BY THE COMPANY; PROVIDED, HOWEVER,
THAT FOR THIS PURPOSE, ANY TERMINATION OF HOLDER'S EMPLOYMENT BY REASON OF DEATH
(AS DESCRIBED IN SECTION 8(A) OF THE EMPLOYMENT AGREEMENT) OR DISABILITY (AS
DESCRIBED IN SECTION 8(B) OF THE EMPLOYMENT AGREEMENT) 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
2
COMPANY AND ITS SUBSIDIARIES OR IN THE CASE OF SICK LEAVE AND OTHER APPROVED
LEAVES OF ABSENCE. UPON THE OCCURRENCE OF FORFEITURE UNDER THIS SECTION 3.1, 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 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 NOTICE OF RELEASE SET FORTH IN
SECTION 3.6 BELOW. ANY OF THE SHARES RELEASED FROM THE FORFEITURE RESTRICTION
SHALL THEREUPON BE RELEASED FROM THE RESTRICTIONS ON TRANSFER UNDER SECTION 3.5.
IN THE EVENT ANY OF THE SHARES ARE RELEASED FROM