RESPECT TO ANY RSUS AWARDED TO YOU PURSUANT TO THIS AWARD NOTICE HAS
NOT OCCURRED PRIOR TO THE DATE OF YOUR TERMINATION OF EMPLOYMENT, YOUR RIGHTS
WITH RESPECT TO SUCH RSUS SHALL IMMEDIATELY TERMINATE UPON YOUR TERMINATION OF
EMPLOYMENT, AND YOU WILL BE ENTITLED TO NO FURTHER PAYMENTS OR BENEFITS WITH
RESPECT THERETO.
SECTION 5.
VOTING RIGHTS; DIVIDEND EQUIVALENTS.
PRIOR TO THE DATE ON WHICH
SHARES ARE DELIVERED TO YOU IN SETTLEMENT OF RSUS PURSUANT TO THIS AWARD NOTICE,
YOU SHALL NOT BE ENTITLED TO EXERCISE ANY VOTING RIGHTS WITH RESPECT TO THE
SHARES UNDERLYING SUCH RSUS.
NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT,
DURING THE PERIOD IN WHICH ANY RSUS ARE OUTSTANDING, A DIVIDEND IS DECLARED WITH
RESPECT TO SHARES (WHETHER PAYABLE IN CASH OR IN SHARES), THEN WITHIN 30 DAYS
FOLLOWING THE DATE THAT SUCH DIVIDEND IS DECLARED, YOU SHALL BE PAID AN AMOUNT
IN CASH EQUAL TO (I) IN THE CASE OF A DIVIDEND THAT WAS PAID IN CASH, THE
PRODUCT OF THE PER SHARE AMOUNT OF SUCH CASH DIVIDEND MULTIPLIED BY THE NUMBER
OF THEN OUTSTANDING RSUS, AND (II) IN THE CASE OF A DIVIDEND THAT WAS PAID IN
SHARES, THE FAIR MARKET VALUE OF THE SHARES THAT YOU WOULD HAVE RECEIVED IF THE
THEN OUTSTANDING RSUS HAD BEEN SHARES.
SECTION 6.
NON-TRANSFERABILITY OF RSUS.
UNLESS OTHERWISE PROVIDED BY THE
COMMITTEE IN ITS DISCRETION AND NOTWITHSTANDING CLAUSE (II) OF SECTION 10(A) OF
THE PLAN, PRIOR TO THE DATE THAT THEY BECOME VESTED, RSUS MAY NOT BE SOLD,
ASSIGNED, ALIENATED, TRANSFERRED, PLEDGED, ATTACHED OR OTHERWISE ENCUMBERED BY
YOU, OTHERWISE THAN BY WILL OR BY THE LAWS OF DESCENT AND DISTRIBUTION, AND ANY
SUCH PURPORTED ASSIGNMENT, ALIENATION, PLEDGE, ATTACHMENT, SALE, TRANSFER OR
ENCUMBRANCE SHALL BE VOID AND UNENFORCEABLE AGAINST THE COMPANY, PROVIDED THAT
THE DESIGNATION OF A BENEFICIARY SHALL NOT CONSTITUTE AN ASSIGNMENT, ALIENATION,
PLEDGE, ATTACHMENT, SALE, TRANSFER OR ENCUMBRANCE.
SECTION 7.
WITHHOLDING, CONSENTS AND LEGENDS.
(A)
WITHHOLDING.
THE DELIVERY
OF SHARES PURSUANT TO SECTION 3(B) OF THIS AWARD NOTICE IS CONDITIONED ON
SATISFACTION OF ANY APPLICABLE WITHHOLDING TAXES IN ACCORDANCE WITH
SECTION 10(D) OF THE PLAN.
YOU MAY SATISFY, IN WHOLE OR IN PART, THE FOREGOING
WITHHOLDING LIABILITY BY HAVING THE COMPANY WITHHOLD FROM THE NUMBER OF SHARES
YOU WOULD BE ENTITLED TO RECEIVE UPON VESTING OF THE RSUS, A NUMBER OF SHARES
HAVING A FAIR MARKET VALUE EQUAL TO SUCH WITHHOLDING TAX LIABILITY.
IN THE
ABSENCE OF ANY INSTRUCTION FROM YOU OR THE COMPANY, THE DEFAULT METHOD OF
SATISFYING WITHHOLDING LIABILITY WILL BE THAT THE COMPANY WILL WITHHOLD FROM THE
NUMBER OF SHARES OTHERWISE DELIVERABLE TO YOU PURSUANT TO SECTION 3(B) A NUMBER
OF SHARES HAVING A FAIR MARKET VALUE EQUAL TO SUCH WITHHOLDING LIABILITY;
PROVIDED THAT THE COMPANY SHALL BE AUTHORIZED TO TAKE SUCH ACTIONS AS THE
COMPANY MAY DEEM NECESSARY (INCLUDING, WITHOUT LIMITATION, IN ACCORDANCE WITH
APPLICABLE LAW, WITHHOLDING AMOUNTS FROM ANY COMPENSATION OR OTHER AMOUNTS OWING
FROM THE COMPANY TO YOU) TO SATISFY ALL OBLIGATIONS FOR THE PAYMENT OF SUCH
TAXES.
(B)