OF THE CHANGE IN CONTROL.
(D)
IN THE EVENT THAT ANY CALENDAR DATE ON WHICH VESTING IS
PURPORTEDLY SCHEDULED PURSUANT TO THE TERMS OF SECTIONS 2(A), 2(B) OR 2(C) ABOVE
IS NOT A BUSINESS DAY (AS DEFINED BELOW), THE VESTING SHALL AUTOMATICALLY BE
DELAYED UNTIL THE FIRST BUSINESS DAY FOLLOWING THAT CALENDAR DATE.
(E)
ON OR AS SOON AS REASONABLY PRACTICABLE FOLLOWING THE APPLICABLE
RSU VESTING DATE (BUT IN NO EVENT LATER THAN THE END OF THE CALENDAR YEAR IN
WHICH SUCH DATE OCCURS), THE COMPANY SHALL DELIVER ONE SHARE OF COMMON STOCK
WITH RESPECT TO EACH WHOLE RSU THAT VESTS ON SUCH DATE, SUBJECT TO SECTIONS 3
AND 8 BELOW.
UPON SUCH DELIVERY, ALL OBLIGATIONS OF THE COMPANY WITH RESPECT TO
EACH SUCH RSU SHALL BE DEEMED SATISFIED IN FULL.
3.
CERTAIN CHANGES.
(A)
THE NUMBER AND CLASS OF SHARES OF COMMON STOCK WHICH ARE
DISTRIBUTABLE TO THE PARTICIPANT WITH RESPECT TO ANY RSU COVERED BY THIS
AGREEMENT SHALL BE ADJUSTED PROPORTIONATELY OR AS OTHERWISE APPROPRIATE TO
REFLECT ANY INCREASE OR DECREASE IN THE NUMBER OF ISSUED SHARES OF COMMON STOCK
RESULTING FROM A STOCK SPLIT, SPIN-OFF, SPLIT-OFF, SPLIT-UP, RECAPITALIZATION,
CAPITAL REORGANIZATION, RECLASSIFICATION OF SHARES OF COMMON STOCK, MERGER OR
CONSOLIDATION,
OR ANY LIKE CAPITAL ADJUSTMENT, OR THE PAYMENT OF ANY STOCK
DIVIDEND, AND/OR TO REFLECT A CHANGE IN THE CHARACTER OR CLASS OF SHARES COVERED
BY THE PLAN ARISING FROM A READJUSTMENT OR RECAPITALIZATION OF THE COMPANY'S
CAPITAL STOCK, IN EACH CASE AS DETERMINED BY THE COMMITTEE. CASH DIVIDENDS PAID
WITH RESPECT TO A SHARE OF COMMON STOCK SHALL BE CREDITED TO A DIVIDEND BOOK
ENTRY ACCOUNT WITH RESPECT TO EACH RSU HELD BY THE PARTICIPANT.
THE RIGHT OF
THE PARTICIPANT TO ACTUALLY RECEIVE ANY SUCH DIVIDEND, PAYMENT, ADJUSTMENT OR
CHANGE SHALL BE SUBJECT TO THE SAME RESTRICTIONS (INCLUDING, WITHOUT LIMITATION,
VESTING CONDITIONS) AS THE RSU TO WHICH THE DIVIDEND, PAYMENT, ADJUSTMENT OR
CHANGE RELATES.
(B)
IN THE EVENT OF ANY ADJUSTMENT IN THE NUMBER OF RSUS OR SHARES OF
COMMON STOCK COVERED BY THIS AGREEMENT PURSUANT TO ANY OF THE PROVISIONS OF THIS
AGREEMENT, ANY FRACTIONAL SHARES RESULTING FROM SUCH ADJUSTMENT WILL BE
DISREGARDED, AND THE RSUS OR SHARES OF COMMON STOCK, AS ADJUSTED, WILL COVER
ONLY THE NUMBER OF FULL SHARES RESULTING FROM THE ADJUSTMENT.
2
4.
CERTAIN DEFINITIONS.
(A)
"AFFILIATE" MEANS AN AFFILIATE OF THE COMPANY WITHIN THE MEANING
OF RULE 405 UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT").
(B)
"BUSINESS DAY" MEANS A DATE ON WHICH COMMERCIAL BANKS IN NEW YORK,
NEW YORK ARE OPEN FOR GENERAL BUSINESS.
(C)
"CHANGE IN CONTROL" HAS THE MEANING GIVEN TO SUCH TERM IN THE
PLAN.
(D)
"COMMON STOCK" MEANS A SHARE OF COMMON STOCK, $.001 PAR VALUE, OF
THE COMPANY.
(E)
"DISABILITY" OR "DISABLED" MEANS, NOTWITHSTANDING ANY DEFINITION
IN THE PLAN, THAT, IN THE DETERMINATION OF THE COMMITTEE, THE PARTICIPANT IS
BOTH (I) UNABLE TO ENGAGE IN ANY SUBSTANTIAL GAINFUL ACTIVITY BY REASON OF ANY
MEDICALLY DETERMINABLE PHYSICAL OR MENTAL IMPAIRMENT WHICH