LAW, THE PARTICIPANT SHALL FURNISH
CONSIDERATION IN THE FORM OF CASH OR PAST SERVICES RENDERED TO OR FOR THE
BENEFIT OF THE CORPORATION AND/OR ITS PARENT OR SUBSIDIARY HAVING A VALUE NOT
LESS THAN THE PAR VALUE OF THE SHARES OF COMMON STOCK ISSUED PURSUANT TO THE
AWARD.
4.
VESTING OF RESTRICTED STOCK UNITS.
4.1
NORMAL VESTING.
EXCEPT AS PROVIDED IN SECTION 4.2 AND SECTION 8,
THE RESTRICTED STOCK UNITS SHALL VEST AND BECOME VESTED UNITS AS PROVIDED IN THE
GRANT NOTICE.
4.2
LEAVE OF ABSENCE.
THE FOLLOWING PROVISIONS SHALL APPLY UPON THE
PARTICIPANT'S COMMENCEMENT OF AN AUTHORIZED LEAVE OF ABSENCE:
(A)
THE VESTING SCHEDULE IN EFFECT UNDER THE GRANT NOTICE SHALL BE
FROZEN AS OF THE FIRST DAY OF THE AUTHORIZED LEAVE AND THE NUMBER OF RESTRICTED
STOCK UNITS SUBJECT THERETO SHALL NOT VEST FOR ANY ADDITIONAL INSTALLMENTS
DURING THE PERIOD PARTICIPANT REMAINS ON SUCH LEAVE.
(B)
SHOULD PARTICIPANT RESUME ACTIVE EMPLOYEE STATUS WITHIN SIXTY (60)
DAYS AFTER THE START DATE OF THE AUTHORIZED LEAVE, THE PARTICIPANT SHALL, FOR
PURPOSES OF THE VESTING SCHEDULE SET FORTH IN THE GRANT NOTICE, RECEIVE SERVICE
CREDIT FOR THE ENTIRE PERIOD OF SUCH LEAVE.
IF THE PARTICIPANT DOES NOT RESUME
ACTIVE EMPLOYEE STATUS WITHIN SUCH SIXTY (60)-DAY PERIOD, THEN NO SERVICE CREDIT
SHALL BE GIVEN FOR THE PERIOD OF SUCH LEAVE.
5.
TERMINATION OF SERVICE.
IN THE EVENT THAT THE PARTICIPANT'S SERVICE TERMINATES FOR ANY
REASON OR NO REASON, WITH OR WITHOUT CAUSE, THE PARTICIPANT SHALL FORFEIT AND
THE CORPORATION SHALL AUTOMATICALLY REACQUIRE ALL RESTRICTED STOCK UNITS WHICH
ARE NOT, AS OF THE TIME OF SUCH TERMINATION, VESTED UNITS, AND THE PARTICIPANT
SHALL NOT BE ENTITLED TO ANY PAYMENT THEREFOR.
6.
SETTLEMENT OF THE AWARD.
6.1
ISSUANCE OF SHARES OF COMMON STOCK.
SUBJECT TO THE PROVISIONS OF
SECTION 6.3 BELOW, THE CORPORATION SHALL ISSUE TO THE PARTICIPANT, ON THE
SETTLEMENT DATE, OR AS SOON AS PRACTICABLE THEREAFTER, WITH RESPECT TO EACH
RESTRICTED STOCK UNIT TO BE SETTLED ON SUCH DATE, ONE (1) SHARE OF COMMON STOCK;
PROVIDED HOWEVER, THAT IF SUCH SETTLEMENT DATE IS A DATE ON WHICH A SALE BY THE
PARTICIPANT OF THE SHARE OF COMMON STOCK TO BE ISSUED IN SETTLEMENT OF SUCH
RESTRICTED STOCK UNIT WOULD VIOLATE THE INSIDER TRADING POLICY OF THE
CORPORATION, THEN THE SETTLEMENT DATE WITH RESPECT TO SUCH RESTRICTED STOCK UNIT
SHALL BE THE EARLIER OF (A) THE NEXT DAY ON WHICH SUCH SALE WOULD NOT VIOLATE
THE INSIDER TRADING POLICY OR (B) THE DATE THAT IS TWO AND
2
ONE-HALF (21⁄2) MONTHS FROM THE END OF THE CALENDAR YEAR IN WHICH SUCH RESTRICTED
STOCK UNIT BECAME A VESTED UNIT.
FOR PURPOSES OF THIS SECTION, "INSIDER TRADING
POLICY" MEANS THE WRITTEN POLICY OF THE CORPORATION PERTAINING TO THE SALE,
TRANSFER OR OTHER DISPOSITION OF THE CORPORATION'S EQUITY SECURITIES BY MEMBERS
OF THE BOARD, OFFICERS OR OTHER EMPLOYEES WHO MAY POSSESS MATERIAL, NON-PUBLIC
INFORMATION REGARDING THE CORPORATION, AS IN EFFECT AT THE TIME OF A DISPOSITION
OF ANY SHARES OF STOCK.
SHARES OF COMMON STOCK