BY
REASON OF DISABILITY.
4.3
NORMAL RETIREMENT.
IN THE EVENT OF THE NORMAL RETIREMENT OF THE GRANTEE,
THEN THE VESTING OF THE SHARES SHALL BE AUTOMATICALLY ACCELERATED SO THAT ALL
SHARES BECOME VESTED SHARES, EFFECTIVE AS OF THE DATE OF RETIREMENT.
THE
COMMITTEE SHALL HAVE SOLE AUTHORITY AND DISCRETION TO DETERMINE WHETHER THE
GRANTEE'S EMPLOYMENT HAS BEEN TERMINATED BY REASON OF NORMAL RETIREMENT.
4.4
FORFEITURE OF FORFEITABLE SHARES.
THE GRANTEE'S RIGHTS IN ALL FORFEITABLE
SHARES SHALL TERMINATE AUTOMATICALLY ON THE DATE OF THE GRANTEE'S TERMINATION OF
EMPLOYMENT, AND THE COMPANY MAY THEREUPON CANCEL THE CERTIFICATE OR CERTIFICATES
REPRESENTING SUCH FORFEITABLE SHARES ON ITS BOOKS.
IN THE EVENT THAT THE
CERTIFICATES THEN BEING RETAINED BY THE COMPANY UNDER THIS AGREEMENT ALSO
REPRESENT OTHER SHARES OF COMMON STOCK NOT BEING FORFEITED TO THE COMPANY, THE
COMPANY SHALL ISSUE TO THE GRANTEE REPLACEMENT CERTIFICATES FOR SUCH OTHER
SHARES.
4.5
NONTRANSFERABILITY OF
SHARES.
NO SHARES MAY BE TRANSFERRED, ASSIGNED,
PLEDGED OR HYPOTHECATED IN ANY WAY (WHETHER BY OPERATION OF LAW OR OTHERWISE) OR
OTHERWISE DISPOSED OF PRIOR TO THE FIFTH ANNIVERSARY OF THE DATE OF GRANT.
UPON
ANY ATTEMPT TO TRANSFER, ASSIGN, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF ANY
FORFEITABLE SHARES, OR UPON THE LEVY OF ANY ATTACHMENT OR SIMILAR PROCESS UPON
FORFEITABLE SHARES, THE COMPANY SHALL HAVE A RIGHT OF FORFEITURE WITH RESPECT TO
SUCH FORFEITABLE SHARES. NOTWITHSTANDING THE FOREGOING, THE GRANTEE MAY TRANSFER
ANY SHARES EITHER DURING HIS OR HER LIFETIME OR ON DEATH BY WILL OR INTESTACY TO
ONE OR MORE MEMBERS OF HIS OR HER IMMEDIATE FAMILY OR TO A TRUST THE
BENEFICIARIES OF WHICH ARE EXCLUSIVELY THE UNDERSIGNED AND/OR A MEMBER OR
MEMBERS OF HIS OR HER IMMEDIATE FAMILY; PROVIDED, HOWEVER, THAT PRIOR TO ANY
SUCH TRANSFER EACH TRANSFEREE SHALL EXECUTE AN AGREEMENT, SATISFACTORY TO THE
COMPANY, PURSUANT TO WHICH EACH TRANSFEREE SHALL AGREE TO RECEIVE AND HOLD SUCH
SHARES SUBJECT TO THE PROVISIONS HEREOF (INCLUDING, WITHOUT LIMITATION, THE
COMPANY'S RIGHT OF FORFEITURE WITH RESPECT TO ANY SHARES SO TRANSFERRED THAT
CONSTITUTE FORFEITABLE SHARES), AND THERE SHALL BE NO FURTHER TRANSFER EXCEPT IN
ACCORDANCE WITH THE PROVISIONS HEREOF.
FOR THE PURPOSES OF THIS PARAGRAPH,
"IMMEDIATE FAMILY" SHALL MEAN SPOUSE, LINEAL DESCENDENT, FATHER, MOTHER, BROTHER
OR SISTER OF THE TRANSFEROR.
5.
No Special Employment Rights.
Nothing contained in the Plan
or this Agreement shall confer upon the Grantee any right with respect to the
continuation of his or her employment by the Company or interfere in any way
with the right of the Company at any time to terminate such employment or to
increase or decrease the Grantee's compensation.
6.
Rights as a Shareholder.
The Grantee shall have the rights
of a shareholder with respect to all of the Forfeitable Shares and the Vested
Shares held by the Grantee (including, without limitation, any rights to vote
and to receive dividends or non-cash distributions with respect to such shares)
unless and until the Company exercises its right of Forfeiture as to any or all
of the Forfeitable Shares in accordance with