FOR ANY OF THE FOLLOWING
ITEMS OF CONSIDERATION WHICH THE PLAN ADMINISTRATOR MAY DEEM APPROPRIATE IN EACH
INDIVIDUAL INSTANCE:
(A)
CASH OR CHECK MADE PAYABLE TO THE CORPORATION, OR
(B)
PAST SERVICES RENDERED TO THE CORPORATION (OR ANY PARENT OR SUBSIDIARY).
B.
VESTING PROVISIONS.
1.
SHARES OF COMMON STOCK ISSUED UNDER THE STOCK ISSUANCE PROGRAM MAY, IN
THE DISCRETION OF THE PLAN ADMINISTRATOR, BE FULLY AND IMMEDIATELY VESTED UPON
ISSUANCE OR MAY VEST IN ONE OR MORE INSTALLMENTS OVER THE PARTICIPANT'S PERIOD
OF SERVICE OR UPON ATTAINMENT OF SPECIFIED PERFORMANCE OBJECTIVES.
THE ELEMENTS
OF THE VESTING SCHEDULE APPLICABLE TO ANY UNVESTED SHARES OF COMMON STOCK ISSUED
UNDER THE STOCK ISSUANCE PROGRAM SHALL BE DETERMINED BY THE PLAN ADMINISTRATOR
AND INCORPORATED INTO THE STOCK ISSUANCE AGREEMENT.
SHARES OF COMMON STOCK MAY
ALSO BE ISSUED UNDER THE STOCK ISSUANCE PROGRAM PURSUANT TO SHARE RIGHT AWARDS
WHICH ENTITLE THE RECIPIENTS TO RECEIVE THOSE SHARES UPON THE ATTAINMENT OF
DESIGNATED PERFORMANCE GOALS OR THE SATISFACTION OF SPECIFIED SERVICE
REQUIREMENTS.
2.
ANY NEW, SUBSTITUTED OR ADDITIONAL SECURITIES OR OTHER PROPERTY
(INCLUDING MONEY PAID OTHER THAN AS A REGULAR CASH DIVIDEND) WHICH THE
PARTICIPANT MAY HAVE THE RIGHT TO RECEIVE WITH RESPECT TO THE PARTICIPANT'S
UNVESTED SHARES OF COMMON STOCK BY REASON OF ANY STOCK DIVIDEND, STOCK SPLIT,
RECAPITALIZATION, COMBINATION OF SHARES, EXCHANGE OF SHARES OR OTHER CHANGE
AFFECTING THE OUTSTANDING COMMON STOCK AS A CLASS WITHOUT THE CORPORATION'S
RECEIPT OF CONSIDERATION SHALL BE ISSUED SUBJECT TO (A) THE SAME VESTING
REQUIREMENTS APPLICABLE TO THE PARTICIPANT'S UNVESTED SHARES OF COMMON STOCK AND
(B) SUCH ESCROW ARRANGEMENTS AS THE PLAN ADMINISTRATOR SHALL DEEM APPROPRIATE.
3.
THE PARTICIPANT SHALL HAVE FULL STOCKHOLDER RIGHTS WITH RESPECT TO ANY
SHARES OF COMMON STOCK ISSUED TO THE PARTICIPANT UNDER THE STOCK ISSUANCE
PROGRAM, WHETHER OR
10
NOT THE PARTICIPANT'S INTEREST IN THOSE SHARES IS VESTED.
ACCORDINGLY, THE
PARTICIPANT SHALL HAVE THE RIGHT TO VOTE SUCH SHARES AND TO RECEIVE ANY REGULAR
CASH DIVIDENDS PAID ON SUCH SHARES.
4.
SHOULD THE PARTICIPANT CEASE TO REMAIN IN SERVICE WHILE ONE OR MORE
SHARES OF COMMON STOCK ISSUED UNDER THE STOCK ISSUANCE PROGRAM ARE UNVESTED OR
SHOULD THE PERFORMANCE OBJECTIVES NOT BE ATTAINED WITH RESPECT TO ONE OR MORE
SUCH UNVESTED SHARES OF COMMON STOCK, THEN THOSE SHARES SHALL BE IMMEDIATELY
SURRENDERED TO THE CORPORATION FOR CANCELLATION, AND THE PARTICIPANT SHALL HAVE
NO FURTHER STOCKHOLDER RIGHTS WITH RESPECT TO THOSE SHARES.
TO THE EXTENT THE
SURRENDERED SHARES WERE PREVIOUSLY ISSUED TO THE PARTICIPANT FOR CONSIDERATION
PAID IN CASH OR CASH EQUIVALENT (INCLUDING THE PARTICIPANT'S PURCHASE-MONEY
INDEBTEDNESS), THE CORPORATION SHALL REPAY TO THE PARTICIPANT THE CASH
CONSIDERATION PAID FOR THE SURRENDERED SHARES AND SHALL CANCEL THE UNPAID
PRINCIPAL BALANCE OF ANY OUTSTANDING PURCHASE MONEY NOTE OF THE PARTICIPANT
ATTRIBUTABLE TO THE SURRENDERED SHARES.
5.
THE PLAN ADMINISTRATOR MAY IN ITS DISCRETION WAIVE THE SURRENDER AND
CANCELLATION OF ONE OR MORE UNVESTED SHARES OF COMMON STOCK WHICH WOULD
OTHERWISE OCCUR UPON THE CESSATION OF THE PARTICIPANT'S SERVICE OR THE
NON-ATTAINMENT OF THE PERFORMANCE OBJECTIVES APPLICABLE