DISTRIBUTION BE PAID LATER THAN 21⁄2 MONTHS AFTER THE CALENDAR YEAR IN WHICH THE
DIVIDEND OR DISTRIBUTION BECOMES NONFORFEITABLE.
(IV)
RESTRICTED STOCK UNITS.
THE BOARD IS AUTHORIZED TO GRANT RSUS TO PARTICIPANTS,
SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:
(A)
AWARD AND RESTRICTIONS.
DELIVERY OF STOCK, CASH OR OTHER PROPERTY, AS
DETERMINED BY THE BOARD, WILL OCCUR UPON EXPIRATION OF THE PERIOD SPECIFIED FOR
RSUS BY THE BOARD DURING WHICH FORFEITURE CONDITIONS APPLY, OR SUCH LATER DATE
AS
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THE BOARD SHALL DETERMINE.
THE BOARD MAY PLACE RESTRICTIONS ON RSUS THAT SHALL
LAPSE, IN WHOLE OR IN PART, ONLY UPON THE ATTAINMENT OF ONE OR MORE PERFORMANCE
GOALS.
(B)
FORFEITURE.
SUBJECT TO SECTION 7, UPON TERMINATION OF SERVICE TO THE COMPANY
(OR, IF THE PARTICIPANT IS AN EMPLOYEE OF THE MANAGER, EMPLOYMENT WITH THE
MANAGER) PRIOR TO THE VESTING OF RSUS, OR UPON FAILURE TO SATISFY ANY OTHER
CONDITIONS PRECEDENT TO THE DELIVERY OF STOCK OR CASH TO WHICH SUCH RSUS RELATE,
ALL RSUS AND ANY ACCRUED BUT UNPAID DIVIDEND EQUIVALENTS THAT ARE THEN SUBJECT
TO DEFERRAL OR RESTRICTION SHALL BE FORFEITED; PROVIDED, THAT THE BOARD MAY
PROVIDE, BY RULE OR REGULATION OR IN ANY AWARD AGREEMENT, OR MAY DETERMINE IN
ANY INDIVIDUAL CASE, THAT RESTRICTIONS OR FORFEITURE CONDITIONS RELATING TO RSUS
WILL BE WAIVED IN WHOLE OR IN PART IN THE EVENT OF TERMINATION RESULTING FROM
SPECIFIED CAUSES, AND THE BOARD MAY IN OTHER CASES WAIVE IN WHOLE OR IN PART THE
FORFEITURE OF RSUS.
(C)
DIVIDEND EQUIVALENTS.
UNLESS OTHERWISE DETERMINED BY THE BOARD, RSUS SHALL BE
CREDITED WITH DIVIDEND EQUIVALENTS AT SUCH TIME AS DIVIDENDS, WHETHER IN THE
FORM OF CASH, STOCK OR OTHER PROPERTY, ARE PAID WITH RESPECT TO THE STOCK.
UNLESS OTHERWISE DETERMINED BY THE BOARD, ANY SUCH DIVIDEND EQUIVALENTS SHALL
BE PAID ON THE DIVIDEND PAYMENT DATE TO THE PARTICIPANT AS THOUGH EACH RSU HELD
BY SUCH PARTICIPANT WERE A SHARE OF OUTSTANDING STOCK.
(V)
OTHER STOCK-BASED AWARDS.
THE BOARD IS AUTHORIZED TO GRANT AWARDS TO
PARTICIPANTS IN THE FORM OF OTHER STOCK-BASED AWARDS, AS DEEMED BY THE BOARD TO
BE CONSISTENT WITH THE PURPOSES OF THE PLAN.
AWARDS GRANTED PURSUANT TO THIS
PARAGRAPH MAY BE GRANTED WITH VESTING, VALUE AND/OR PAYMENT CONTINGENT UPON THE
ATTAINMENT OF ONE OR MORE PERFORMANCE GOALS.
THE BOARD SHALL DETERMINE THE
TERMS AND CONDITIONS OF SUCH AWARDS AT THE DATE OF GRANT OR THEREAFTER.
WITHOUT
LIMITING THE GENERALITY OF THIS PARAGRAPH, OTHER STOCK-BASED AWARDS MAY INCLUDE
GRANTS OF SHARES OF STOCK THAT ARE NOT SUBJECT TO ANY RESTRICTIONS OR A
SUBSTANTIAL RISK OF FORFEITURE.
7.
ACCELERATION OF AWARDS UPON CERTAIN TERMINATIONS OF SERVICE.
(A)
DIRECTORS.
UNLESS OTHERWISE DETERMINED BY THE BOARD AND SET FORTH IN AN
INDIVIDUAL AWARD AGREEMENT, IN THE EVENT THAT THE SERVICE TO THE COMPANY OF A
PARTICIPANT WHO IS AN INDEPENDENT DIRECTOR IS TERMINATED BY THE COMPANY OTHER
THAN PURSUANT TO A REMOVAL FOR CAUSE, ANY AWARD HELD BY SUCH PARTICIPANT THAT
WAS NOT PREVIOUSLY VESTED AND/OR EXERCISABLE SHALL BECOME FULLY VESTED AND/OR
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EXERCISABLE,