UNTIL ANY GIVEN VESTING DATE, ALL OF THE RESTRICTED UNITS THAT HAVE NOT
YET BECOME NONFORFEITABLE SHALL BE FORFEITED IMMEDIATELY UPON THE TERMINATION OF
YOUR CONTINUOUS STATUS.
IF, AT ANY TIME, YOU CEASE TO BE
AN EMPLOYEE OF THE COMPANY BUT YOU CONTINUE TO PROVIDE BONA FIDE SERVICES IN A
DIFFERENT CAPACITY FOLLOWING SUCH CESSATION, INCLUDING WITHOUT LIMITATION AS A
DIRECTOR, CONSULTANT OR INDEPENDENT CONTRACTOR, THEN A TERMINATION OF YOUR
CONTINUOUS STATUS SHALL NOT BE DEEMED TO HAVE OCCURRED FOR PURPOSES OF THIS
AGREEMENT UPON SUCH CHANGE IN RELATIONSHIP.
LIKEWISE, YOUR CONTINUOUS STATUS
SHALL NOT BE CONSIDERED INTERRUPTED IN THE CASE OF ANY LEAVE OF ABSENCE APPROVED
BY THE COMPANY OR DUE TO A TRANSFER BETWEEN LOCATIONS OF THE COMPANY OR BETWEEN
THE COMPANY, ITS AFFILIATES OR ANY SUCCESSOR.
(II)
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, IF YOU COMMIT AN ACT OF MISCONDUCT, ANY RESTRICTED UNITS WHICH HAVE
NOT PRIOR TO THE DATE OF SUCH MISCONDUCT BECOME NONFORFEITABLE, OR WHICH HAVE
BECOME NONFORFEITABLE BUT HAVE NOT YET BEEN DISTRIBUTED, WILL IMMEDIATELY AND
AUTOMATICALLY, WITHOUT ANY ACTION ON THE PART OF THE COMPANY, BE FORFEITED AND
SHALL IMMEDIATELY REVERT TO THE PLAN.
3.
VESTING UPON CHANGE IN CONTROL.
UPON THE OCCURRENCE OF A CHANGE IN
CONTROL (AS DEFINED IN THE PLAN), THE ADMINISTRATOR MAY TAKE SUCH ACTIONS AS IT,
IN ITS SOLE DISCRETION, DEEMS APPROPRIATE, INCLUDING, WITHOUT LIMITATION, THE
ACCELERATION OF VESTING OF RESTRICTED UNITS, THE DISTRIBUTION OF SHARES OF
COMMON STOCK UNDERLYING THE RESTRICTED UNITS OR THE SUBSTITUTION OF EQUIVALENT
AWARDS OF THE SURVIVING OR SUCCESSOR ENTITY OR A PARENT THEREOF.
4.
BOOK ACCOUNTS.
AN UNFUNDED BOOKKEEPING ACCOUNT (THE "ACCOUNT") SHALL BE
ESTABLISHED FOR EACH GRANTEE WHEN SUCH PERSON IS AWARDED RESTRICTED UNITS
PURSUANT TO THE PLAN AND THIS AGREEMENT.
ACCOUNTS SHALL BE MAINTAINED BY THE
ADMINISTRATOR.
RESTRICTED UNITS SHALL BE CREDITED TO THE ACCOUNT AS OF THE DATE
OF GRANT AND DEBITED FROM THE ACCOUNT TO REFLECT ADJUSTMENTS DESCRIBED IN
SECTION 2(C) OR SECTION 11 OF THE PLAN, FORFEITURES DESCRIBED IN SECTION 2(D)
AND SETTLEMENTS DESCRIBED IN SECTION 6 OR 7.
DIVIDENDS OR OTHER DISTRIBUTIONS
PAID WITH RESPECT TO THE SHARES UNDERLYING THE RESTRICTED UNITS SHALL BE
CREDITED TO THE ACCOUNT IN THE FORM OF ADDITIONAL RESTRICTED UNITS (SUBJECT TO
THE SAME TERMS AND CONDITIONS AS THE RESTRICTED UNITS GIVING RISE TO THE
CREDITING OF SUCH DIVIDENDS OR DISTRIBUTIONS) BASED ON THE FAIR MARKET VALUE AT
THAT TIME.
5.
RIGHTS AS STOCKHOLDER.
YOU SHALL NOT HAVE VOTING OR ANY OTHER RIGHTS AS
A STOCKHOLDER OF THE COMPANY WITH RESPECT TO THE RESTRICTED UNITS.
6.
DELIVERY OF SHARES.
AS SOON AS PRACTICABLE FOLLOWING THE DATE RESTRICTED
UNITS CREDITED TO YOUR ACCOUNT BECOME NONFORFEITABLE IN ACCORDANCE WITH SECTION
2(D) (THE "DELIVERY DATE"), AND SUBJECT TO YOUR SATISFACTION OF ANY WITHHOLDING
OBLIGATIONS, YOU SHALL RECEIVE STOCK CERTIFICATES (THE "CERTIFICATES")
EVIDENCING THE CONVERSION OF THOSE RESTRICTED UNITS INTO SHARES.
THE
CERTIFICATES SHALL BE ISSUED TO YOU AS OF THE DELIVERY DATE AND REGISTERED IN
YOUR NAME.
7.
CASH SETTLEMENTS.
NOTWITHSTANDING ANYTHING HEREIN TO