4.
ISSUANCE OF SHARES.
ON THE ISSUANCE DATE, THE CORPORATION SHALL ISSUE TO THE PARTICIPANT (OR SUCH
PARTICIPANT'S ESTATE OR BENEFICIARY, IF APPLICABLE) A NUMBER OF SHARES OF
RESTRICTED STOCK EQUAL TO THE EARNED AWARD.
EXCEPT AS OTHERWISE PROVIDED IN
SECTION 6 OF THE LTIP, ONE-THIRD OF SUCH SHARES SHALL BE IMMEDIATELY VESTED AND
NONFORFEITABLE, ONE-THIRD OF SUCH SHARES SHALL BECOME FULLY VESTED AND
NONFORFEITABLE ON DECEMBER 31, 2018, AND ONE-THIRD OF SUCH SHARES SHALL BECOME
FULLY VESTED AND NONFORFEITABLE ON DECEMBER 31, 2019, SUBJECT TO CONTINUED
EMPLOYMENT OF THE PARTICIPANT THROUGH EACH SUCH DATE.
ON THE ISSUANCE DATE FOR
THE PERFORMANCE PERIOD, THE CORPORATION SHALL ALSO PAY IN CASH TO THE
PARTICIPANT (OR SUCH PARTICIPANT'S ESTATE OR BENEFICIARY, IF APPLICABLE) AN
AMOUNT EQUAL TO THE DIVIDEND VALUE FOR THE PERFORMANCE PERIOD MULTIPLIED BY THE
NUMBER OF SHARES ISSUED PURSUANT TO THIS SECTION 4.
5.
TAX WITHHOLDING.
THE PARTICIPANT SHALL, NOT LATER THAN THE DATE AS OF WHICH VESTING OR PAYMENT IN
RESPECT OF THE AWARD BECOMES A TAXABLE EVENT FOR FEDERAL INCOME TAX PURPOSES,
PAY TO THE CORPORATION OR MAKE ARRANGEMENTS SATISFACTORY TO THE CORPORATION FOR
PAYMENT OF ANY FEDERAL, STATE AND LOCAL TAXES REQUIRED BY LAW TO BE WITHHELD ON
ACCOUNT OF SUCH TAXABLE EVENT.
THE CORPORATION SHALL HAVE THE AUTHORITY TO
CAUSE THE REQUIRED MINIMUM TAX WITHHOLDING OBLIGATION TO BE SATISFIED BY
WITHHOLDING A NUMBER OF SHARES TO BE ISSUED TO A PARTICIPANT WITH AN AGGREGATE
FAIR MARKET VALUE THAT WOULD SATISFY THE WITHHOLDING AMOUNT DUE.
THE
CORPORATION'S OBLIGATION TO DELIVER STOCK CERTIFICATES (OR EVIDENCE OF BOOK
ENTRY) TO ANY PARTICIPANT IS SUBJECT TO AND CONDITIONED ON TAX WITHHOLDING
OBLIGATIONS BEING SATISFIED BY SUCH PARTICIPANT.
6.
TERMINATION OF EMPLOYMENT.
IF THE PARTICIPANT'S EMPLOYMENT WITH THE CORPORATION IS INVOLUNTARILY TERMINATED
FOR "CAUSE" DURING THE TERM OF THIS AGREEMENT, OR IF THE PARTICIPANT VOLUNTARILY
TERMINATES HIS OR HER EMPLOYMENT WITH THE CORPORATION WITHOUT "GOOD REASON,"
THEN THE PARTICIPANT'S TARGET AWARD OR SHARES OF RESTRICTED STOCK WHICH HAVE NOT
PREVIOUSLY BECOME VESTED AS OF THE TERMINATION DATE SHALL BE FORFEITED.
IN THE EVENT OF TERMINATION OF THE PARTICIPANT'S EMPLOYMENT BY REASON OF A
QUALIFIED TERMINATION PRIOR TO THE END OF THE PERFORMANCE PERIOD, THEN THE
COMPENSATION COMMITTEE SHALL DETERMINE THE PARTICIPANT'S OUTSTANDING AWARD IN
ACCORDANCE WITH THE COMPUTATION DESCRIBED IN SECTION 4(B) OF THE LTIP AS IF THE
PERFORMANCE PERIOD ENDED ON THE CALENDAR QUARTER END IMMEDIATELY PRECEDING THE
DATE OF THE PARTICIPANT'S QUALIFIED TERMINATION; PROVIDED, HOWEVER, THAT THE
EARNED AWARD OF SUCH TERMINATED PARTICIPANT FOR THE PERFORMANCE PERIOD SHALL BE
MULTIPLIED BY A FRACTION, THE NUMERATOR OF WHICH SHALL BE THE NUMBER OF FULL AND
PARTIAL MONTHS IN WHICH THE PARTICIPANT WAS EMPLOYED BY THE CORPORATION IN THE
PERFORMANCE PERIOD AND THE DENOMINATOR OF WHICH SHALL BE 36.
THE PRO-RATED
EARNED AWARD SHALL BE PAID OUT IN SHARES OF COMMON STOCK THAT ARE NOT SUBJECT TO
ANY RISK OF FORFEITURE.
SUCH TERMINATED PARTICIPANT SHALL ALSO RECEIVE A CASH
PAYMENT IN AN AMOUNT DETERMINED PURSUANT TO THE PROVISIONS OF