RETENTION UNITS.
AS OF THE DATE HEREOF, THE COMPANY
HEREBY GRANTS EXECUTIVE 375,000 RESTRICTED RETENTION UNITS ("RRUS"), ON THE
TERMS AND CONDITIONS HEREINAFTER SET FORTH.
EACH RRU REPRESENTS THE UNFUNDED,
UNSECURED RIGHT OF EXECUTIVE TO RECEIVE A CASH PAYMENT IN THE AMOUNT, AND ON THE
DATE(S) SPECIFIED HEREIN.
2.
VESTING.
(A)
SUBJECT TO EXECUTIVE'S CONTINUED EMPLOYMENT WITH THE COMPANY, THE RRUS
SHALL VEST AS FOLLOWS:
(I)
IF THE MERGER AGREEMENT IS TERMINATED WITHOUT THE MERGER HAVING OCCURRED,
THEN 25% OF THE RRUS SHALL VEST ON EACH OF THE FIRST FOUR ANNIVERSARIES OF THE
DATE OF THE TERMINATION OF THE MERGER AGREEMENT (EACH A "SCHEDULED VESTING
DATE"); AND
(II)
IF (X) EXECUTIVE'S EMPLOYMENT WITH THE COMPANY IS TERMINATED BY EXECUTIVE
FOR GOOD REASON OR BY THE COMPANY WITHOUT CAUSE, OR DUE TO EXECUTIVE'S DEATH OR
DISABILITY (EACH A "QUALIFYING TERMINATION") OR (Y) THE MERGER CONTEMPLATED BY
THE MERGER AGREEMENT IS CONSUMMATED, THEN THE UNVESTED PORTION OF THE RRUS, TO
THE EXTENT NOT PREVIOUSLY FORFEITED, SHALL BECOME IMMEDIATELY VESTED ON THE DATE
OF SUCH TERMINATION OR CONSUMMATION, AS THE CASE MAY BE (AN "ACCELERATED VESTING
DATE").
UPON EXECUTIVE'S TERMINATION OF EMPLOYMENT FOR ANY REASON OTHER THAN A
QUALIFYING TERMINATION, ANY UNVESTED RRUS SHALL IMMEDIATELY BE FORFEITED AND
TERMINATE AND BE OF NO FURTHER FORCE AND EFFECT.
3.
PAYMENT IN RESPECT OF RRUS.
UPON EACH VESTING DATE, THE COMPANY SHALL
PAY EXECUTIVE AN AMOUNT, IN CASH, EQUAL TO THE PRODUCT OF (X) THE NUMBER OF RRUS
WHICH VESTED AS OF SUCH VESTING DATE TIMES (Y) THE FAIR MARKET VALUE PER SHARE
ON THE VESTING DATE; PROVIDED THAT FOR THIS PURPOSE, IN NO EVENT SHALL THE FAIR
MARKET VALUE PER SHARE BE DEEMED TO EXCEED $22.00 PER SHARE.
4.
ADJUSTMENTS UPON CERTAIN EVENTS.
IN THE EVENT OF ANY CHANGE IN THE
OUTSTANDING SHARES AFTER THE DATE HEREOF BY REASON OF ANY SHARE DIVIDEND OR
SPLIT, REORGANIZATION, RECAPITALIZATION, MERGER, CONSOLIDATION, SPIN-OFF,
COMBINATION OR
2
TRANSACTION OR EXCHANGE OF SHARES OR OTHER CORPORATE EXCHANGE, OR ANY
DISTRIBUTION TO SHAREHOLDERS OF SHARES OTHER THAN REGULAR CASH DIVIDENDS OR ANY
TRANSACTION SIMILAR TO THE FORGOING, THE COMMITTEE SHALL, WITHOUT ANY LIABILITY
TO ANY PERSON AND IN A MANNER DETERMINED IN ITS REASONABLE DISCRETION, MAKE AN
EQUITABLE SUBSTITUTION OR ADJUSTMENT (TO THE EXTENT NECESSARY TO PREVENT
DILUTION OR ENLARGEMENT OF THE BENEFITS OR POTENTIAL BENEFITS INTENDED TO
PROVIDED TO EXECUTIVE HEREUNDER) AS TO (I) THE NUMBER OR KIND OF SHARES TO WHICH
THE RRUS RELATE, (II) THE NUMBER OF RRUS GRANTED HEREUNDER, AND/OR (III) ANY
OTHER AFFECTED TERM OF THE RRU AWARD.
5.
NO RIGHT TO CONTINUED EMPLOYMENT.
THE GRANTING OF RRUS EVIDENCED BY THIS
AGREEMENT SHALL IMPOSE NO OBLIGATION ON THE COMPANY OR ANY AFFILIATE TO CONTINUE
THE EMPLOYMENT OF EXECUTIVE AND SHALL NOT LESSEN OR AFFECT THE COMPANY'S OR ITS
AFFILIATE'S RIGHT TO TERMINATE THE EMPLOYMENT OF EXECUTIVE.
6.
NO RIGHTS OF A SHAREHOLDER.
EXECUTIVE SHALL NOT HAVE ANY RIGHTS AS A
SHAREHOLDER OF THE CORPORATION AS A RESULT OF THE GRANT OF THE RRUS AND