to such Vesting Date or Dates, the shares of Stock on which all
restrictions and conditions have lapsed shall no longer be deemed Restricted
Stock.
The Administrator may at any time accelerate the vesting schedule
specified in this Paragraph 3.
(B)
THE RESTRICTIONS AND CONDITIONS IN PARAGRAPH 2 SHALL LAPSE WITH
RESPECT TO ALL OF THE SHARES OF RESTRICTED STOCK GRANTED HEREIN UPON THE
TERMINATION OF GRANTEE'S EMPLOYMENT WITH THE COMPANY AND ITS SUBSIDIARIES BY
REASON OF (I) GRANTEE'S DEATH, OR (II) GRANTEE'S DISABILITY (AS DETERMINED BY
THE ADMINISTRATOR).
THE ADMINISTRATOR'S DETERMINATION OF THE REASON FOR
TERMINATION OF THE GRANTEE'S EMPLOYMENT SHALL BE CONCLUSIVE AND BINDING ON THE
GRANTEE AND HIS OR HER REPRESENTATIVES OR LEGATEES.
4.
DIVIDENDS.
DIVIDENDS ON SHARES OF RESTRICTED STOCK SHALL BE PAID
CURRENTLY TO THE GRANTEE.
5.
INCORPORATION OF PLAN.
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, THIS AGREEMENT SHALL BE SUBJECT TO AND GOVERNED BY ALL THE TERMS AND
CONDITIONS OF THE PLAN, INCLUDING THE POWERS OF THE ADMINISTRATOR SET FORTH IN
SECTION 2(B) OF THE PLAN.
CAPITALIZED TERMS IN THIS AGREEMENT SHALL HAVE THE
MEANING SPECIFIED IN THE PLAN, UNLESS A DIFFERENT MEANING IS SPECIFIED HEREIN.
6.
TRANSFERABILITY.
THIS AGREEMENT IS PERSONAL TO THE GRANTEE, IS
NON-ASSIGNABLE AND IS NOT TRANSFERABLE IN ANY MANNER, BY OPERATION OF LAW OR
OTHERWISE, OTHER THAN BY WILL OR THE LAWS OF DESCENT AND DISTRIBUTION.
7.
TAX WITHHOLDING.
THE GRANTEE SHALL, NOT LATER THAN THE DATE AS OF
WHICH THE RECEIPT OF THIS AWARD BECOMES A TAXABLE EVENT FOR FEDERAL INCOME TAX
PURPOSES, PAY TO THE COMPANY OR MAKE ARRANGEMENTS SATISFACTORY TO THE
ADMINISTRATOR FOR PAYMENT OF ANY FEDERAL, STATE, AND LOCAL TAXES REQUIRED BY LAW
TO BE WITHHELD ON ACCOUNT OF SUCH TAXABLE EVENT.
2
8.
ELECTION UNDER SECTION 83(B).
THE GRANTEE AND THE COMPANY HEREBY
AGREE THAT THE GRANTEE MAY, WITHIN 30 DAYS FOLLOWING THE ACCEPTANCE OF THIS
AWARD AS PROVIDED IN PARAGRAPH 1 HEREOF, FILE WITH THE INTERNAL REVENUE SERVICE
AND THE COMPANY AN ELECTION UNDER SECTION 83(B) OF THE INTERNAL REVENUE CODE.
IN THE EVENT THE GRANTEE MAKES SUCH AN ELECTION, HE OR SHE AGREES TO PROVIDE A
COPY OF THE ELECTION TO THE COMPANY.
THE GRANTEE ACKNOWLEDGES THAT HE OR SHE IS
RESPONSIBLE FOR OBTAINING THE ADVICE OF HIS OR HER TAX ADVISORS WITH REGARD TO
THE SECTION 83(B) ELECTION AND THAT HE OR SHE IS RELYING SOLELY ON SUCH ADVISORS
AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS
WITH REGARD TO SUCH ELECTION.
9.
NO OBLIGATION TO CONTINUE EMPLOYMENT.
NEITHER THE COMPANY NOR ANY
SUBSIDIARY IS OBLIGATED BY OR AS A RESULT OF THE PLAN OR THIS AGREEMENT TO
CONTINUE THE GRANTEE IN EMPLOYMENT AND NEITHER THE PLAN NOR THIS AGREEMENT SHALL
INTERFERE IN ANY WAY WITH THE RIGHT OF THE COMPANY OR ANY SUBSIDIARY TO
TERMINATE THE EMPLOYMENT OF THE GRANTEE AT ANY TIME.
10.
NOTICES.
NOTICES HEREUNDER SHALL BE MAILED OR DELIVERED TO THE
COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS AND