SHALL APPLY TO THE NUMBER OF RSUS, IF ANY, TO
WHICH THE PARTICIPANT WOULD BE ENTITLED UNDER SECTION 1 OF THIS AGREEMENT AFTER
THE APPLICATION OF THE PROVISIONS OF APPENDIX A.
(C)
IN THE EVENT THAT ANY CALENDAR DATE ON WHICH VESTING IS
PURPORTEDLY SCHEDULED PURSUANT TO THE TERMS OF SECTIONS 2(A) OR 2(B) ABOVE IS
NOT A BUSINESS DAY (AS DEFINED BELOW), THE VESTING SHALL AUTOMATICALLY BE
DELAYED UNTIL THE FIRST BUSINESS DAY FOLLOWING THAT CALENDAR DATE. ON OR AS SOON
AS REASONABLY PRACTICABLE FOLLOWING THE APPLICABLE VESTING DATE, THE COMPANY
SHALL DISTRIBUTE ONE SHARE OF COMMON STOCK WITH RESPECT TO EACH RSU THAT VESTS
ON SUCH DATE, SUBJECT TO THE PROVISIONS OF SECTION 3 BELOW. UPON SUCH DELIVERY,
ALL OBLIGATIONS OF THE COMPANY WITH RESPECT TO EACH SUCH RSU SHALL BE DEEMED
SATISFIED IN FULL.
3.
CERTAIN CHANGES.
(A)
THE NUMBER AND CLASS OF SHARES OF COMMON STOCK WHICH ARE
DISTRIBUTABLE TO THE PARTICIPANT WITH RESPECT TO ANY RSU COVERED BY THIS
AGREEMENT SHALL BE ADJUSTED PROPORTIONATELY OR AS OTHERWISE APPROPRIATE TO
REFLECT ANY INCREASE OR DECREASE IN THE NUMBER OF ISSUED SHARES OF COMMON STOCK
RESULTING FROM A SPLIT-UP OR CONSOLIDATION OF SHARES OR ANY LIKE CAPITAL
ADJUSTMENT, OR THE PAYMENT OF ANY STOCK DIVIDEND, AND/OR TO REFLECT A CHANGE IN
THE CHARACTER OR CLASS OF SHARES COVERED BY THE PLAN ARISING FROM A READJUSTMENT
OR RECAPITALIZATION OF THE COMPANY'S CAPITAL STOCK, IN EACH CASE AS DETERMINED
BY THE COMMITTEE. CASH DIVIDENDS PAID WITH RESPECT TO A SHARE OF COMMON STOCK
SHALL BE CREDITED TO A DIVIDEND BOOK ENTRY ACCOUNT WITH RESPECT TO EACH RSU HELD
BY THE PARTICIPANT. THE RIGHT OF THE PARTICIPANT TO ACTUALLY RECEIVE ANY SUCH
DIVIDEND, PAYMENT, ADJUSTMENT OR CHANGE SHALL BE SUBJECT TO THE SAME
RESTRICTIONS (INCLUDING, WITHOUT LIMITATION, VESTING CONDITIONS) AS THE RSU TO
WHICH THE DIVIDEND, PAYMENT, ADJUSTMENT OR CHANGE RELATES.
(B)
IN THE EVENT OF ANY ADJUSTMENT IN THE NUMBER OF RSUS OR SHARES OF
COMMON STOCK COVERED BY THIS AGREEMENT PURSUANT TO ANY OF THE PROVISIONS OF THIS
AGREEMENT, ANY FRACTIONAL SHARES RESULTING FROM SUCH ADJUSTMENT WILL BE
DISREGARDED, AND THE RSUS OR SHARES OF COMMON STOCK, AS ADJUSTED, WILL COVER
ONLY THE NUMBER OF FULL SHARES RESULTING FROM THE ADJUSTMENT.
2
4.
CERTAIN DEFINITIONS.
(A)
"AFFILIATE" MEANS AN AFFILIATE OF THE COMPANY WITHIN THE MEANING
OF RULE 405 UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT").
(B)
"BUSINESS DAY" MEANS A DATE ON WHICH COMMERCIAL BANKS IN NEW YORK,
NEW YORK ARE OPEN FOR GENERAL BUSINESS.
(C)
"CHANGE IN CONTROL" MEANS AND SHALL BE DEEMED TO OCCUR IF (1)
THERE SHALL BE CONSUMMATED (A) ANY CONSOLIDATION, MERGER OR REORGANIZATION
INVOLVING THE COMPANY, UNLESS SUCH CONSOLIDATION, MERGER OR REORGANIZATION IS A
"NON-CONTROL TRANSACTION" (AS DEFINED BELOW) OR (B) ANY SALE, LEASE, EXCHANGE OR
OTHER TRANSFER (IN ONE TRANSACTION OR A SERIES OF RELATED TRANSACTIONS) OF ALL,
OR SUBSTANTIALLY ALL, OF THE ASSETS OF THE COMPANY, OR (2) THE STOCKHOLDERS OF
THE COMPANY SHALL APPROVE