ON THE FIRST ANNIVERSARY OF THE GRANT DATE SPECIFIED ON
THE SIGNATURE PAGE HEREOF AND CONTINUING ON EACH ANNIVERSARY OF SUCH DATE UNTIL
FULLY VESTED.(2)
SHARES THAT ARE VESTED ARE REFERRED TO HEREIN AS "VESTED
SHARES".
THE SHARES SHALL BE SUBJECT TO FORFEITURE PRIOR TO BECOMING VESTED
SHARES AS PROVIDED HEREIN AND IN THE PLAN.
4.
RIGHTS AND RESTRICTIONS
(A)
TRANSFER RESTRICTIONS.
THE PARTICIPANT
SHALL NOT SELL, TRANSFER, PLEDGE, ENCUMBER OR OTHERWISE DISPOSE OF, WHETHER
DIRECTLY OR INDIRECTLY (BY MERGER OR SALE OF EQUITY IN ANY DIRECT OR INDIRECT
HOLDING COMPANY OR OTHERWISE), AND WHETHER VOLUNTARILY OR BY OPERATION OF LAW
("TRANSFER"), ANY SERIES F SHARES TO ANY PERSON OTHER THAN THE COMPANY, EXCEPT
AS PROVIDED IN THE PLAN AND EXCEPT FOR TRANSFERS OF VESTED SHARES PERMITTED
UNDER THE SECURITYHOLDERS AGREEMENT.
(B)
VOTING RIGHTS.
THE PARTICIPANT SHALL HAVE
NO VOTING RIGHTS EXCEPT AS SET FORTH IN THE CHARTER OR AS MAY BE REQUIRED UNDER
THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE.
THE PARTICIPANT, BY
BECOMING A PARTY TO THE SECURITYHOLDERS AGREEMENT, SHALL GRANT AN IRREVOCABLE
PROXY TO VOTE THE PARTICIPANT'S SHARES PURSUANT TO SECTION 11 THEREOF.
(C)
OTHER RIGHTS AND OBLIGATIONS.
THE
PARTICIPANT SHALL BE ENTITLED TO THE RIGHTS AND SUBJECT TO THE OBLIGATIONS
CREATED UNDER THE PLAN AND THE SECURITYHOLDERS AGREEMENT, EACH TO THE EXTENT SET
FORTH THEREIN.
(1)
For directors, all references to employment in this agreement will
be changed to "continued service as a director of the Company".
(2)
For SRK:
All of the Series F Shares are immediately vested.
For MSW:
Subject to the continued employment of Participant by the Company or
any subsidiary thereof, (i) 10% of the Series F Shares are immediately vested,
(ii) 80% of any such Series F Shares shall vest in four equal annual
installments beginning on the first anniversary of Grant Date specified on the
signature page hereof and continuing on each anniversary thereof until the
fourth anniversary thereof, and (iii) the remaining 10% of any such Series F
Shares shall vest on the fifth anniversary of such Grant Date.
2
5.
TERMINATION OF SERVICES.
NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT, THE PLAN OR THE
SECURITYHOLDERS AGREEMENT TO THE CONTRARY, IF THE PARTICIPANT'S EMPLOYMENT WITH
THE COMPANY IS TERMINATED FOR ANY REASON, THE SERIES F SHARES GRANTED TO THE
PARTICIPANT HEREUNDER SHALL BE TREATED AS SET FORTH IN THIS SECTION 5.
(A)
DUE TO DEATH OR DISABILITY.
IF THE
PARTICIPANT'S EMPLOYMENT WITH THE COMPANY AND ITS SUBSIDIARIES IS TERMINATED BY
REASON OF THE PARTICIPANT'S DEATH OR BY THE COMPANY FOR DISABILITY, ALL UNVESTED
SERIES F SHARES THEN HELD BY THE PARTICIPANT SHALL VEST AND THE PARTICIPANT
SHALL BE ENTITLED TO RETAIN ALL SERIES F SHARES THEN HELD BY THE PARTICIPANT
(AFTER TAKING INTO ACCOUNT THIS PARAGRAPH), SUBJECT TO THE TERMS AND CONDITIONS
OF THE PLAN AND THE SECURITYHOLDERS AGREEMENT.
(B)
FOR ANY OTHER REASON.
IF THE PARTICIPANT'S
EMPLOYMENT WITH THE COMPANY AND ITS SUBSIDIARIES IS TERMINATED FOR ANY REASON
OTHER THAN DEATH OR DISABILITY, (A) ALL