WITH THE FOLLOWING
SCHEDULE, IF AS OF EACH SUCH DATE DIRECTOR HAS CONTINUOUSLY SERVED AS A DIRECTOR
ON THE BOARD AND/OR ON THE BOARD OF DIRECTORS OF THE SUBSIDIARIES SINCE THE DATE
HEREOF, SUCH THAT, SUBJECT TO THE OTHER TERMS AND CONDITIONS OF THIS AGREEMENT,
ALL OF THE RSUS SHALL BE VESTED ON SEPTEMBER 12, 2010:
Date
Portion of RSUs Vested
September 12, 2009
8,500 RSUs
September 12, 2010
Additional 8,500 RSUs
(B)
EXCEPT AS OTHERWISE PROVIDED IN THIS
SECTION 3, IF DIRECTOR'S DIRECTORSHIP WITH THE COMPANY AND/OR ITS SUBSIDIARIES
TERMINATES FOR ANY REASON (INCLUDING UPON THE DEATH OR DISABILITY OF DIRECTOR
PRIOR TO THE VESTING OF ALL OR ANY PORTION OF THE RSUS AWARDED UNDER THIS
AGREEMENT), SUCH UNVESTED PORTION OF THE RSUS SHALL IMMEDIATELY BE CANCELLED AND
DIRECTOR (AND DIRECTOR'S ESTATE, DESIGNATED BENEFICIARY OR OTHER LEGAL
REPRESENTATIVE) SHALL FORFEIT ANY RIGHTS OR INTERESTS IN AND WITH RESPECT TO ANY
SUCH RSUS.
(C)
IN ADDITION TO SECTIONS 3(A)-(B) ABOVE,
UPON A TERMINATION OF DIRECTOR'S DIRECTORSHIP WITH THE COMPANY THAT ALSO
CONSTITUTES A "SEPARATION FROM SERVICE" WITHIN THE MEANING OF TREAS. REG.
§ 1.409A-3(I)(5) WITHIN TWELVE MONTHS FOLLOWING A "CHANGE IN CONTROL," AS
DEFINED BELOW, OF THE COMPANY (THE "CHANGE IN CONTROL TERMINATION"), THE RSUS
SHALL VEST AS FOLLOWS: (A) IF THE CHANGE IN CONTROL TERMINATION OCCURS ON OR
BEFORE SEPTEMBER 12, 2009, 8,500 RSUS SHALL VEST ON THE DATE OF THE CHANGE IN
CONTROL TERMINATION AND (B) IF THE CHANGE IN CONTROL TERMINATION OCCURS ON ANY
DATE FROM SEPTEMBER 13, 2009 UP TO AND INCLUDING SEPTEMBER 12, 2010, THE
REMAINING 8,500 RSUS SHALL VEST.
FOR PURPOSES OF THIS AGREEMENT, (X) THE TERM
"CHANGE IN CONTROL" MEANS (I) THE CONSUMMATION OF ANY TRANSACTION OR SERIES OF
TRANSACTIONS RESULTING IN A THIRD PARTY (OR GROUP OF AFFILIATED THIRD PARTIES)
OWNING, DIRECTLY OR INDIRECTLY, SECURITIES OF THE COMPANY POSSESSING THE VOTING
POWER TO ELECT A MAJORITY OF THE MEMBERS OF THE BOARD (WHETHER BY MERGER,
CONSOLIDATION OR SALE OR TRANSFER OF THE COMPANY'S SECURITIES) OR (II) THE SALE,
TRANSFER OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE BUSINESS AND
ASSETS OF THE COMPANY, WHETHER BY SALE OF ASSETS, MERGER OR OTHERWISE
(DETERMINED ON A CONSOLIDATED BASIS) TO A THIRD PARTY (OR GROUP OF AFFILIATED
THIRD PARTIES), AND (Y) THE TERM "THIRD PARTY" MEANS ANY PERSON OR ENTITY WHO OR
WHICH (I) DOES NOT OWN ANY OF THE COMPANY'S SECURITIES AS OF THE DATE OF THIS
AGREEMENT, (II) IS NOT CONTROLLING, CONTROLLED BY OR UNDER COMMON CONTROL WITH
ANY PERSON OR ENTITY THAT OWNS ANY OF THE COMPANY'S SECURITIES AS OF THE DATE OF
THIS AGREEMENT AND (III) IS NOT THE SPOUSE OR DESCENDENT (BY BIRTH OR ADOPTION)
OF ANY PERSON WHO DIRECTLY OR INDIRECTLY OWNS OR CONTROLS ANY OF THE COMPANY'S
SECURITIES AS OF THE DATE OF THIS AGREEMENT.
UPON THE OCCURRENCE OF A CHANGE IN
CONTROL TERMINATION IN THE TIME PERIOD DESCRIBED IN EITHER CLAUSE (A) OR (B) OF
THE FIRST SENTENCE OF THIS SECTION 3(C), THE BOARD SHALL