THE FORFEITURE RESTRICTION, ANY
DIVIDENDS OR OTHER DISTRIBUTIONS PAID ON SUCH SHARES AND HELD BY THE ESCROW
AGENT PURSUANT TO SECTION 4.1 AND THE JOINT ESCROW INSTRUCTIONS SHALL BE
PROMPTLY PAID BY THE ESCROW AGENT TO HOLDER.
3.3
OTHER RELEASE OF SHARES FROM FORFEITURE RESTRICTION.
NOTWITHSTANDING SECTION 3.2 ABOVE, ALL UNRELEASED SHARES SHALL BE RELEASED AND
VEST IMMEDIATELY UPON: (I) ANY TERMINATION BY THE COMPANY WITHOUT CAUSE OF
HOLDER'S EMPLOYMENT ON OR BEFORE THE DATE OF THE COMMITTEE'S ANNOUNCEMENT OF
VESTING RELATING TO THE FISCAL YEAR 2009 PERFORMANCE PERIOD (THE "FINAL
ANNOUNCEMENT DATE"); OR (II) THE HOLDER'S RESIGNATION FOR GOOD REASON ON OR
BEFORE THE FINAL ANNOUNCEMENT DATE. FOR THESE PURPOSES, TERMINATION OF HOLDER'S
EMPLOYMENT BY COMPANY WITHOUT CAUSE AND HOLDER'S RESIGNATION FOR GOOD REASON
SHALL BE UNDERSTOOD AS THOSE TERMS ARE DESCRIBED IN SECTIONS 8(D), 8(F) AND 8(G)
OF THE EMPLOYMENT AGREEMENT.
3.4
UNRELEASED SHARES. ANY OF THE SHARES WHICH, FROM TIME TO TIME,
HAVE NOT YET BEEN RELEASED FROM THE FORFEITURE RESTRICTION ARE REFERRED TO
HEREIN AS "UNRELEASED SHARES." TO THE EXTENT THAT THERE ARE ANY UNRELEASED
SHARES REMAINING AFTER THE FINAL ANNOUNCEMENT DATE, SUCH UNRELEASED SHARES SHALL
BE FORFEITED AND TRANSFERRED TO THE COMPANY AS SOON AS PRACTICABLE FOLLOWING
SUCH FINAL ANNOUNCEMENT DATE.
3.5
RESTRICTIONS ON TRANSFER. UNLESS OTHERWISE PERMITTED BY THE BOARD
PURSUANT TO THE PLAN, NO UNRELEASED SHARES OR ANY DIVIDENDS OR OTHER
DISTRIBUTIONS THEREON OR ANY INTEREST OR RIGHT THEREIN OR PART THEREOF, SHALL BE
LIABLE FOR THE DEBTS, CONTRACTS OR ENGAGEMENTS OF HOLDER OR HIS OR HER
SUCCESSORS IN INTEREST OR SHALL BE SUBJECT TO SALE OR OTHER DISPOSITION BY
TRANSFER, ALIENATION, ANTICIPATION, PLEDGE, ENCUMBRANCE, ASSIGNMENT OR ANY OTHER
MEANS WHETHER SUCH SALE OR OTHER DISPOSITION BE VOLUNTARY OR INVOLUNTARY OR BY
OPERATION OF LAW BY JUDGMENT, LEVY, ATTACHMENT, GARNISHMENT OR ANY OTHER LEGAL
OR EQUITABLE PROCEEDINGS (INCLUDING BANKRUPTCY), EXCEPT BY WILL OR BY THE LAWS
OF DESCENT AND DISTRIBUTION, OR TO A MEMBER OF HOLDER'S IMMEDIATE FAMILY OR,
PROVIDED THAT THE TRANSFEREE AGREES IN WRITING, IN A FORM PROVIDED BY THE
COMPANY TO BE BOUND BY ALL PROVISIONS OF THIS AGREEMENT, A TRUST OR FAMILY
PARTNERSHIP OR ANY OTHER ENTITY CUSTOMARILY USED FOR ESTATE PLANNING PURPOSES.
ANY ATTEMPTED SALE OR OTHER DISPOSITION OF UNRELEASED SHARES CONTRARY TO THE
FOREGOING RESTRICTIONS ON TRANSFER SHALL BE NULL AND VOID AND OF NO EFFECT.
3.6
NOTICE OF RELEASE. THE COMMITTEE SHALL PROVIDE WRITTEN NOTICE TO
HOLDER OF WHETHER, AND THE EXTENT TO WHICH, ANY OF THE SHARES BECAME VESTED AND
RELEASED IN ACCORDANCE WITH SECTION 3.2 ABOVE FOR EACH FISCAL 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 AND THE COMMITTEE HAS CERTIFIED IN WRITING THE EXTENT TO WHICH THE
APPLICABLE PERFORMANCE GOALS SET FORTH IN THE GRANT NOTICE WERE ACHIEVED.
3
ARTICLE IV
ESCROW OF SHARES
4.1
ESCROW OF SHARES. TO INSURE THE AVAILABILITY FOR DELIVERY OF
HOLDER'S UNRELEASED SHARES IN THE EVENT OF FORFEITURE OF