THE
DISCRETIONARY AUTHORITY, EXERCISABLE EITHER IN ADVANCE OF ANY
ACTUALLY-ANTICIPATED CHANGE IN CONTROL OR AT THE TIME OF AN ACTUAL CHANGE IN
CONTROL, TO PROVIDE FOR THE IMMEDIATE AND AUTOMATIC VESTING OF ONE OR MORE
UNVESTED SHARES OUTSTANDING UNDER THE STOCK ISSUANCE PROGRAM AT THE TIME OF SUCH
CHANGE IN CONTROL.
THE PLAN ADMINISTRATOR SHALL ALSO HAVE FULL POWER AND
AUTHORITY TO CONDITION ANY SUCH ACCELERATED VESTING UPON THE SUBSEQUENT
TERMINATION OF THE PARTICIPANT'S SERVICE WITHIN A SPECIFIED PERIOD FOLLOWING THE
CHANGE IN CONTROL.
III.
TRANSFER RESTRICTIONS/SHARE ESCROW
A.
UNVESTED SHARES MAY, IN THE PLAN
ADMINISTRATOR'S DISCRETION, BE HELD IN ESCROW BY THE CORPORATION UNTIL THE
PARTICIPANT'S INTEREST IN SUCH SHARES VESTS OR MAY BE ISSUED DIRECTLY TO THE
PARTICIPANT WITH RESTRICTIVE LEGENDS ON THE CERTIFICATES EVIDENCING SUCH
UNVESTED SHARES.
TO THE EXTENT AN ESCROW ARRANGEMENT IS UTILIZED, THE UNVESTED
SHARES AND ANY SECURITIES OR OTHER ASSETS ISSUED WITH RESPECT TO SUCH SHARES
(OTHER THAN REGULAR CASH DIVIDENDS) SHALL BE DELIVERED IN ESCROW TO THE
CORPORATION TO BE HELD UNTIL THE PARTICIPANT'S INTEREST IN SUCH SHARES (OR OTHER
SECURITIES OR ASSETS) VESTS.
ALTERNATIVELY, IF THE UNVESTED SHARES ARE ISSUED
DIRECTLY TO THE PARTICIPANT, THE RESTRICTIVE LEGEND ON THE CERTIFICATES FOR SUCH
SHARES SHALL READ SUBSTANTIALLY AS FOLLOWS:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE UNVESTED AND ARE ACCORDINGLY
SUBJECT TO (I) CERTAIN TRANSFER RESTRICTIONS AND (II) CANCELLATION OR REPURCHASE
IN THE EVENT THE REGISTERED HOLDER (OR HIS/HER PREDECESSOR IN INTEREST) CEASES
TO REMAIN IN THE CORPORATION'S SERVICE.
SUCH TRANSFER RESTRICTIONS AND THE
TERMS AND CONDITIONS OF SUCH CANCELLATION OR REPURCHASE ARE SET FORTH IN A STOCK
ISSUANCE AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER (OR HIS/HER
PREDECESSOR IN INTEREST) DATED
199
, A COPY OF WHICH
IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION."
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B.
THE PARTICIPANT SHALL HAVE NO RIGHT TO
TRANSFER ANY UNVESTED SHARES OF COMMON STOCK ISSUED TO HIM OR HER UNDER THE
STOCK ISSUANCE PROGRAM.
FOR PURPOSES OF THIS RESTRICTION, THE TERM "TRANSFER"
SHALL INCLUDE (WITHOUT LIMITATION) ANY SALE, PLEDGE, ASSIGNMENT, ENCUMBRANCE,
GIFT, OR OTHER DISPOSITION OF SUCH SHARES, WHETHER VOLUNTARY OR INVOLUNTARY.
UPON ANY SUCH ATTEMPTED TRANSFER, THE UNVESTED SHARES SHALL IMMEDIATELY BE
CANCELLED, AND NEITHER THE PARTICIPANT NOR THE PROPOSED TRANSFEREE SHALL HAVE
ANY RIGHTS WITH RESPECT TO THOSE SHARES.
HOWEVER, THE PARTICIPANT SHALL HAVE
THE RIGHT TO MAKE A GIFT OF UNVESTED SHARES ACQUIRED UNDER THE STOCK ISSUANCE
PROGRAM TO HIS OR HER SPOUSE OR ISSUE, INCLUDING ADOPTED CHILDREN, OR TO A TRUST
ESTABLISHED FOR SUCH SPOUSE OR ISSUE, PROVIDED THE DONEE OF SUCH SHARES DELIVERS
TO THE CORPORATION A WRITTEN AGREEMENT TO BE BOUND BY ALL THE PROVISIONS OF THE
STOCK ISSUANCE PROGRAM AND THE ISSUANCE AGREEMENT APPLICABLE TO THE GIFTED
SHARES.
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ARTICLE FIVE
MISCELLANEOUS
I.
LOANS OR INSTALLMENT PAYMENTS
A.
THE PLAN ADMINISTRATOR MAY, IN ITS
DISCRETION, ASSIST ANY OPTIONEE OR PARTICIPANT (INCLUDING AN OPTIONEE OR
PARTICIPANT WHO IS AN OFFICER OF THE CORPORATION) IN THE EXERCISE OF ONE OR MORE
OPTIONS GRANTED TO