INSTALLMENTS ON EACH OF THE FIRST FOUR
ANNIVERSARIES OF THE GRANT DATE (I.E., ONE QUARTER PER YEAR), PROVIDED THAT THE
PARTICIPANT HAS NOT INCURRED A TERMINATION OF EMPLOYMENT PRIOR TO THE APPLICABLE
VESTING DATE.
(II)
THERE SHALL BE NO PROPORTIONATE OR PARTIAL VESTING IN THE PERIODS
PRIOR TO THE VESTING DATE AND ALL VESTING SHALL OCCUR ONLY ON THE VESTING DATE;
PROVIDED THAT NO TERMINATION OF EMPLOYMENT HAS OCCURRED PRIOR TO SUCH DATE.
(III)
IN THE EVENT OF A TERMINATION OF EMPLOYMENT WITHOUT CAUSE OR FOR
GOOD REASON (AS DEFINED IN THE PARTICIPANT'S EMPLOYMENT AGREEMENT WITH THE
COMPANY), OR DUE TO NON-RENEWAL BY THE COMPANY OF SUCH EMPLOYMENT AGREEMENT, OR
UPON THE PARTICIPANT'S DEATH OR DISABILITY (OR TERM OR CONCEPT OF LIKE IMPORT,
AS DEFINED IN THE PARTICIPANT'S EMPLOYMENT AGREEMENT WITH THE COMPANY)
(EACH,
AN "ACCELERATION EVENT") PRIOR TO THE FOURTH ANNIVERSARY OF THE DATE OF GRANT,
THEN ANY REMAINING UNVESTED SHARES OF RESTRICTED STOCK THAT WOULD HAVE VESTED IF
THE PARTICIPANT'S EMPLOYMENT HAD CONTINUED FOR AN ADDITIONAL TWELVE (12) MONTHS
SHALL BECOME VESTED ON THE DATE OF SUCH ACCELERATION EVENT AND CEASE TO BE
RESTRICTED STOCK (BUT SHALL REMAIN SUBJECT TO SECTION 5 OF THE AGREEMENT).THE
SHARES OF RESTRICTED STOCK WILL BECOME FULLY VESTED ON A CHANGE IN CONTROL.
2
(IV)
WHEN ANY SHARES OF RESTRICTED STOCK BECOME VESTED, THE COMPANY
SHALL PROMPTLY ISSUE AND DELIVER, UNLESS THE COMPANY IS USING BOOK ENTRY, TO THE
PARTICIPANT A NEW STOCK CERTIFICATE REGISTERED IN THE NAME OF THE PARTICIPANT
FOR SUCH SHARES WITHOUT THE LEGEND SET FORTH IN SECTION 4 HEREOF AND DELIVER TO
THE PARTICIPANT ANY RELATED OTHER RS PROPERTY, SUBJECT TO APPLICABLE
WITHHOLDING.
(E)
FORFEITURE.
THE PARTICIPANT SHALL FORFEIT TO THE COMPANY, WITHOUT
COMPENSATION, OTHER THAN REPAYMENT OF ANY PAR VALUE PAID IN CASH BY THE
PARTICIPANT FOR SUCH SHARES, ANY AND ALL UNVESTED RESTRICTED SHARES UPON THE
PARTICIPANT'S TERMINATION OF EMPLOYMENT FOR ANY REASON.
ADDITIONALLY, IN THE
EVENT THE PARTICIPANT ENGAGES IN DETRIMENTAL ACTIVITY PRIOR TO, OR DURING THE
ONE YEAR PERIOD AFTER, ANY VESTING OF RESTRICTED STOCK, THE COMMITTEE MAY DIRECT
THAT ALL UNVESTED RESTRICTED STOCK SHALL BE IMMEDIATELY FORFEITED TO THE COMPANY
AND THE PARTICIPANT SHALL PAY TO THE COMPANY AN AMOUNT EQUAL TO THE FAIR MARKET
VALUE AT THE TIME OF VESTING OF ANY RESTRICTED STOCK WHICH HAD VESTED IN THE
PERIOD REFERRED TO ABOVE.
(F)
WITHHOLDING.
THE PARTICIPANT SHALL PAY, OR MAKE ARRANGEMENTS TO
PAY, IN A MANNER SATISFACTORY TO THE COMPANY, AN AMOUNT EQUAL TO THE AMOUNT OF
ALL APPLICABLE FOREIGN, FEDERAL, STATE, PROVINCIAL AND LOCAL TAXES THAT THE
COMPANY IS REQUIRED TO WITHHOLD AT ANY TIME.
IN THE ABSENCE OF SUCH
ARRANGEMENTS, ANY STATUTORILY REQUIRED WITHHOLDING OBLIGATION MAY, AS DETERMINED
AT THE SOLE DISCRETION OF THE COMMITTEE, BE SATISFIED BY DELIVERY TO THE COMPANY
OF SHARES OF COMMON STOCK ISSUABLE UNDER THIS AGREEMENT EQUAL TO THE STATUTORILY
REQUIRED WITHHOLDING OBLIGATION.
(G)
SECTION 83(B).
IF THE PARTICIPANT PROPERLY ELECTS (AS PERMITTED
BY SECTION 83(B) OF THE CODE) WITHIN 30 DAYS AFTER THE