RECORDS OF THE COMPANY UNTIL
ISSUED AND DELIVERED IN ACCORDANCE WITH THIS AGREEMENT. THE COMPANY FURTHER
COVENANTS THAT IT WILL FILE A REGISTRATION STATEMENT ON FORM S-8 TO REGISTER THE
ISSUANCE OF THE RESTRICTED STOCK UNITS AND UPON VESTING, THE VESTED SHARES,
WITHIN 30 DAYS OF THE DATE OF THIS AGREEMENT AND SHALL MAINTAIN THE
EFFECTIVENESS OF SUCH REGISTRATION STATEMENT UNTIL THE THIRD ANNIVERSARY OF THE
DATE OF THIS AGREEMENT.
3.
VESTING.
(A)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, ALL OF THE
RESTRICTED STOCK UNITS AWARDED HEREUNDER TO EMPLOYEE SHALL VEST AND BECOME THE
RIGHT TO RECEIVE COMMON STOCK, IN THEIR ENTIRETY, ON THE THIRD ANNIVERSARY OF
THIS AGREEMENT, IF EMPLOYEE REMAINS CONTINUOUSLY EMPLOYED BY THE COMPANY UNTIL
SUCH DATE. IF THE EMPLOYEE IS TERMINATED, WHETHER VOLUNTARILY OR INVOLUNTARILY,
PRIOR TO VESTING OF ANY RESTRICTED STOCK UNITS, ANY UNITS REMAINING UNVESTED AS
OF THE DATE OF TERMINATION WILL BE FORFEITED AND THE EMPLOYEE WILL RETAIN NO
RIGHTS WITH RESPECT TO THE FORFEITED UNITS.
(B)
NOTWITHSTANDING THE VESTING PROVISIONS CONTAINED IN SECTION 3(A)
ABOVE, BUT SUBJECT TO THE OTHER TERMS AND CONDITIONS SET FORTH HEREIN, IF
EMPLOYEE HAS BEEN CONTINUOUSLY EMPLOYED BY THE COMPANY UNTIL THE DATE OF A
CHANGE IN CONTROL OF THE COMPANY, ALL OF THE RESTRICTED STOCK UNITS SHALL
IMMEDIATELY VEST ON THE DATE OF SUCH CHANGE IN CONTROL.
(C)
IN THE EVENT OF THE DISABILITY (AS DESCRIBED IN SECTION 4.2 OF THE
EMPLOYMENT AGREEMENT), TERMINATION WITHOUT CAUSE OR DEATH OF EMPLOYEE, IF
EMPLOYEE HAS BEEN CONTINUOUSLY EMPLOYED BY THE COMPANY UNTIL THE DATE OF SUCH
DISABILITY, TERMINATION OR DEATH, EMPLOYEE OR HIS ESTATE SHALL BECOME
IMMEDIATELY VESTED, AS OF THE DATE OF SUCH DISABILITY, TERMINATION OR DEATH, IN
A PRO RATA PORTION OF THE RESTRICTED STOCK UNITS DETERMINED BY MULTIPLYING (I)
THE TOTAL NUMBER OF RESTRICTED STOCK UNITS BY (II) A FRACTION OF WHICH (A) THE
NUMERATOR SHALL BE THE NUMBER OF FULL MONTHS DURING WHICH EMPLOYEE WAS AN
EMPLOYEE AFTER THE DATE HEREOF AND (B) THE DENOMINATOR SHALL BE THIRTY SIX (36).
2
(D)
EXCEPT AS PROVIDED IN SECTION 3(C), IF EMPLOYEE CEASES TO BE AN
EMPLOYEE FOR ANY REASON PRIOR TO THE VESTING OF THE RESTRICTED STOCK UNITS
PURSUANT TO SECTIONS 3(A) AND 3(B) HEREOF, EMPLOYEE'S RIGHTS TO ALL OF THE
RESTRICTED STOCK UNITS (THE UNDERLYING RIGHT TO RECEIVE COMMON STOCK) NOT VESTED
ON THE DATE THAT EMPLOYEE CEASES TO BE AN EMPLOYEE SHALL BE IMMEDIATELY AND
IRREVOCABLY FORFEITED.
4.
ADDITIONAL RESTRICTION ON TRANSFER OF RESTRICTED STOCK UNITS.
The Restricted Stock Units cannot be sold, assigned, transferred, gifted,
pledged, hypothecated, or in any manner encumbered or disposed of at any time
prior to delivery of the Common Stock underlying the Restricted Stock Units
after the Restricted Stock Units have been vested pursuant to Section 3 above.
5.
ISSUANCE AND CUSTODY OF CERTIFICATE; REPRESENTATIONS OF EMPLOYEE.
(A)
EMPLOYEE HEREBY REPRESENTS AND WARRANTS TO THE COMPANY THAT THE
RESTRICTED STOCK UNITS AND THE UNDERLYING SHARES ARE BEING ACQUIRED FOR
INVESTMENT PURPOSES ONLY AND