PURSUANT TO OTHER RESTRICTIONS IMPOSED PURSUANT TO THIS AGREEMENT.
IF
THE SHARES ARE HELD IN BOOK ENTRY FORM, THEN SUCH ENTRY WILL REFLECT THAT THE
SHARES ARE SUBJECT TO THE RESTRICTIONS OF THIS AGREEMENT.
IF ANY DIVIDENDS OR
OTHER DISTRIBUTIONS ARE PAID ON THE UNRELEASED SHARES HELD BY THE ESCROW AGENT
PURSUANT TO THIS SECTION 4.1 AND THE JOINT ESCROW INSTRUCTIONS, SUCH DIVIDENDS
OR OTHER DISTRIBUTIONS SHALL ALSO BE SUBJECT TO THE RESTRICTIONS SET FORTH IN
THIS AGREEMENT AND HELD IN ESCROW PENDING RELEASE OF THE UNRELEASED SHARES WITH
RESPECT TO WHICH SUCH DIVIDENDS OR OTHER DISTRIBUTIONS WERE PAID FROM THE
FORFEITURE RESTRICTION.
4.2
NOTICE OF FORFEITED SHARES; TRANSFER OF
FORFEITED SHARES.
THE COMMITTEE SHALL PROVIDE WRITTEN NOTICE TO HOLDER OF
WHETHER ANY OF THE SHARES WERE PERMANENTLY FORFEITED FOR EACH CALENDAR YEAR
DURING THE PERFORMANCE PERIOD.
SUCH NOTICE SHALL BE PROVIDED AS SOON AS
ADMINISTRATIVELY PRACTICABLE AFTER AUDITED FINANCIAL STATEMENTS ARE AVAILABLE
FOR SUCH CALENDAR YEAR.
HOLDER HEREBY AUTHORIZES AND DIRECTS THE SECRETARY OF
THE COMPANY, OR SUCH OTHER PERSON DESIGNATED BY THE BOARD, TO TRANSFER THE
UNRELEASED SHARES WHICH HAVE BEEN FORFEITED BY HOLDER IMMEDIATELY TO THE
COMPANY.
4.3
NO LIABILITY FOR ACTIONS IN CONNECTION WITH
ESCROW.
THE COMPANY, OR ITS DESIGNEE, SHALL NOT BE LIABLE FOR ANY ACT IT MAY DO
OR OMIT TO DO WITH RESPECT TO HOLDING THE SHARES IN ESCROW WHILE ACTING IN GOOD
FAITH AND IN THE EXERCISE OF ITS JUDGMENT.
ARTICLE V
OTHER PROVISIONS
5.1
ADJUSTMENT FOR STOCK SPLIT.
IN THE EVENT OF
ANY STOCK DIVIDEND, STOCK SPLIT, REVERSE STOCK SPLIT, RECAPITALIZATION,
COMBINATION, RECLASSIFICATION, OR SIMILAR CHANGE IN THE CAPITAL STRUCTURE OF THE
COMPANY, THE BOARD SHALL MAKE APPROPRIATE AND EQUITABLE ADJUSTMENTS IN THE
UNRELEASED SHARES SUBJECT TO THE FORFEITURE RESTRICTION AND THE NUMBER OF
SHARES, CONSISTENT WITH ANY ADJUSTMENT UNDER SECTION 11.3 OF THE PLAN.
THE
PROVISIONS OF THIS AGREEMENT SHALL APPLY, TO THE FULL EXTENT SET FORTH HEREIN
WITH RESPECT TO THE SHARES, TO ANY AND ALL SHARES OF CAPITAL STOCK OR OTHER
SECURITIES, PROPERTY OR CASH WHICH MAY BE ISSUED IN RESPECT OF, IN EXCHANGE FOR,
OR IN SUBSTITUTION OF THE SHARES, AND SHALL BE APPROPRIATELY ADJUSTED FOR ANY
STOCK DIVIDENDS, SPLITS, REVERSE SPLITS, COMBINATIONS, RECAPITALIZATIONS AND THE
LIKE OCCURRING AFTER THE DATE HEREOF.
5.2
TAXES.
HOLDER HAS REVIEWED WITH HOLDER'S
OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THIS
INVESTMENT AND THE TRANSACTIONS CONTEMPLATED BY THE GRANT NOTICE AND THIS
AGREEMENT.
HOLDER IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS
OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS.
HOLDER UNDERSTANDS THAT
HOLDER (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR HOLDER'S OWN TAX LIABILITY
THAT MAY ARISE AS A RESULT OF THIS INVESTMENT OR THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT.
HOLDER UNDERSTANDS THAT HOLDER WILL RECOGNIZE ORDINARY
INCOME FOR FEDERAL INCOME TAX PURPOSES UNDER SECTION 83 OF THE CODE AS THE
RESTRICTIONS APPLICABLE TO THE UNRELEASED SHARES LAPSE.
IN THIS CONTEXT,
"RESTRICTION" INCLUDES THE FORFEITURE RESTRICTION.
HOLDER UNDERSTANDS THAT