DATE OR
DATES, AS THE CASE MAY BE, SET FORTH ON EXHIBIT A TO THIS AGREEMENT (EACH A
"VESTING DATE," AND THE PERIOD BEGINNING ON THE DATE OF GRANT AND ENDING ON EACH
VESTING DATE, THE "RESTRICTED PERIOD"); PROVIDED, THAT, THE PARTICIPANT IS STILL
IN CONTINUOUS SERVICE WITH THE COMPANY ON SUCH VESTING DATE.
(A)
DEATH, DISABILITY.
THE RESTRICTED PERIOD
SHALL EXPIRE AND ALL RESTRICTIONS WILL LAPSE WITH RESPECT TO 100% OF THE
RESTRICTED STOCK UPON THE TERMINATION OF THE PARTICIPANT'S CONTINUOUS SERVICE
DUE TO DEATH OR DISABILITY PRIOR TO THE VESTING DATE.
(B)
CHANGE IN CONTROL.
THE RESTRICTED PERIOD
SHALL EXPIRE AND ALL RESTRICTIONS WILL LAPSE WITH RESPECT TO 100% OF THE
RESTRICTED STOCK UPON THE OCCURRENCE OF A CHANGE IN CONTROL PRIOR TO THE VESTING
DATE; PROVIDED, THAT, THE PARTICIPANT IS IN CONTINUOUS SERVICE IMMEDIATELY PRIOR
TO SUCH CHANGE IN CONTROL.
(C)
TERMINATION OF CONTINUOUS SERVICE.
EXCEPT
AS OTHERWISE SET FORTH IN SECTION 4(A) OR SECTION 4(B) ABOVE, IF THE
PARTICIPANT'S CONTINUOUS SERVICE TERMINATES FOR ANY REASON AT ANY TIME PRIOR TO
THE VESTING DATE, THE UNVESTED RESTRICTED STOCK WILL BE FORFEITED AND ALL OF THE
PARTICIPANT'S RIGHTS TO SUCH SHARES OF COMMON STOCK SHALL IMMEDIATELY TERMINATE.
5.
TAXES.
(A)
TAX WITHHOLDING.
THE COMPANY SHALL HAVE
THE RIGHT TO DEDUCT FROM ANY COMPENSATION PAID TO THE PARTICIPANT PURSUANT TO
THE PLAN THE AMOUNT OF TAXES REQUIRED BY LAW TO BE WITHHELD THEREFROM, OR TO
REQUIRE THE PARTICIPANT TO PAY THE COMPANY IN CASH SUCH AMOUNT REQUIRED TO BE
WITHHELD.
SUBJECT TO THE DISCRETION OF THE COMMITTEE, THE PARTICIPANT MAY
SATISFY ANY FOREIGN, FEDERAL, STATE OR LOCAL TAX WITHHOLDING OBLIGATION RELATING
TO THE ACQUISITION OF SHARES OF COMMON STOCK UNDER THIS RESTRICTED STOCK AWARD
BY ANY OF THE FOLLOWING MEANS (IN ADDITION TO THE COMPANY'S RIGHT TO WITHHOLD OR
TO DIRECT THE WITHHOLDING FROM ANY COMPENSATION PAID TO THE PARTICIPANT BY THE
COMPANY OR BY AN AFFILIATE) OR BY A COMBINATION OF SUCH MEANS:
(I) TENDERING A
CASH PAYMENT; (II) AUTHORIZING THE COMPANY TO WITHHOLD VESTED RESTRICTED STOCK
OTHERWISE DELIVERABLE TO THE PARTICIPANT HEREUNDER; PROVIDED, HOWEVER, THAT NO
RESTRICTED STOCK IS WITHHELD WITH A VALUE EXCEEDING THE MINIMUM AMOUNT OF TAX
REQUIRED TO BE WITHHELD BY APPLICABLE LAW; OR (III) DELIVERING TO THE COMPANY
PREVIOUSLY OWNED AND UNENCUMBERED SHARES OF COMMON STOCK.
(B)
SECTION 83(B) OF THE CODE.
IF THE
PARTICIPANT PROPERLY ELECTS, WITHIN THIRTY (30) DAYS OF THE DATE OF GRANT, TO
INCLUDE IN GROSS INCOME FOR FEDERAL INCOME TAX PURPOSES AN AMOUNT EQUAL TO THE
FAIR MARKET VALUE OF THE RESTRICTED STOCK AS OF THE DATE OF GRANT PURSUANT TO
SECTION 83(B) OF THE CODE, TO THE EXTENT REQUIRED BY LAW, THE PARTICIPANT SHALL
PAY TO THE COMPANY, OR MAKE OTHER ARRANGEMENTS SATISFACTORY TO THE COMMITTEE TO
PAY TO THE COMPANY IN THE YEAR OF SUCH GRANT, ANY FEDERAL, STATE OR LOCAL TAXES
REQUIRED TO BE WITHHELD WITH RESPECT TO SUCH SHARES OF COMMON STOCK.
IF THE
PARTICIPANT FAILS TO MAKE SUCH PAYMENTS, THE COMPANY OR ITS