[YEAR] Grant of Award Shares Under Long-Term Equity Incentive Plan
Award/Surrender of Award Shares for Cashless Exercise. I acknowledge that the Committee has granted the Award to me subject to the terms of the Plan and the related Long-Term Equity Incentive Plan Guidelines for the [DATE] through [DATE] Performance Period (the “[DATE] Guidelines”) and the terms of this Agreement. I hereby acknowledge the grant of <NUMBER OF SHARES> fully paid and nonassessable shares (the “Award Shares”) of Class A Common Stock, par value $0.01 per share, of the Company (“Class A Common”). Coincident with my receipt of the Award, I agreed to immediately and irrevocably surrender <NUMBER OF SHARES RETURNED> Award Shares to the Company to be used to partially satisfy my income and employment withholding tax obligations with respect to the Award. As a result, upon receipt by the Company of this signed letter agreement I will receive a stock certificate for <NUMBER OF SHARES> shares of Class A Common representing my non-surrendered Award Shares.
Restrictions on Transfer. I represent and covenant that, other than a Transfer (as defined below) (a) by will or the laws of descent and distribution, (b) pursuant to a domestic relations order meeting the definition of a qualified domestic relations order under Section 206(d)(3)(B) of the Employee Retirement Income Security Act of 1974, as amended (“QDRO”), (c) to a trust (a “Trust”) for my benefit or the benefit of my spouse, my children or my grandchildren (provided that Award Shares transferred to such a Trust shall continue to remain subject to the transfer restrictions hereinafter set forth) or (d) as otherwise permitted under the Plan with the consent of the Committee (including, without limitation, a cashless surrender in order to satisfy tax withholding obligations), the Award Shares shall be non-transferable and I shall not make (or attempt to make) any sale, assignment, transfer, exchange, pledge, hypothecation or encumbrance of the Award Shares (collectively, a “Transfer”).
Lapse of Restrictions. I acknowledge that the transfer restrictions on the non-surrendered Award Shares set forth in paragraph 2 above shall lapse for all purposes and shall be of no further force or effect upon the earliest to occur of: (a) December 31, [YEAR]; (b) the date of my death or permanent disability; (c) five years after my Retirement (as defined in the Plan); (d) an extraordinary release of transfer restrictions pursuant to Section 8(d) of the Plan; (e) the Transfer of Award Shares pursuant to a QDRO, but only as to the shares so transferred and (f) a lapse of transfer restrictions as determined by the Committee in accordance with the Plan. As notice of such transfer restrictions, I acknowledge that there is affixed to each stock certificate representing Award Shares the following legend:
Obligations. I agree that each Trust and I shall fulfill the obligations imposed with respect to Award Shares by the Plan, this Agreement and the [DATE] Guidelines.
Rights. I understand that, subject to the transfer restrictions set forth herein, I shall have all of the rights of a holder of Class A Common with respect to the Award Shares, including the right to vote such shares, to receive any dividends paid thereon and to participate in any of the matters described in clauses (b) and (c) of Section 9 of the Plan. Any securities that I receive in respect to Award Shares in connection with any of such matters shall be deemed to be Award Shares, and shall be subject to the transfer restrictions set forth herein to the same extent and for the same period as if such securities were the original Award Shares with respect to which they were issued (unless such restrictions are modified or eliminated by the Committee).
Future Surrender of Certificates. I understand that: (a) in the case of a Transfer under clause (a) or (b) of paragraph 2 above, on surrender to the Company by my successor or successors in interest to the Award Shares of the appropriate certificate or certificates reflecting the Award Shares, or (b) on surrender to the Company (or its delegate) of the appropriate certificate or certificates reflecting Award Shares with respect to which the transfer restrictions have otherwise lapsed in accordance with paragraph 3 above, the Company shall cause a new certificate or certificates to be issued without any legend referring to such restrictions.
Withholding. In order that the applicable Employer may satisfy its withholding obligations with respect to the compensation income resulting from the grant of any Award Shares, I agree to surrender the number the of Award Shares listed in paragraph 1 above to partially satisfy my income and employment tax withholding obligations on my Award. In the event that the surrender of such Award Shares is insufficient to satisfy my withholding obligations, I authorize and direct the applicable Employer to withhold from any amounts otherwise payable to me such amounts of taxes with respect to the income attributable to such shares and at such time or times as may be required to be withheld, including, without limitation, taxes required to be withheld by reason of the compensation required to be reported for Federal income and employment tax purposes by me, all as determined in good faith in the sole judgment of the applicable Employer. If there are no such amounts otherwise payable to me, or if such amounts are insufficient, I will reimburse or indemnify the applicable Employer or make provision satisfactory to the Board or the Committee (or to any officer authorized for that purpose by the Board or the Committee) to reimburse or indemnify the applicable Employer for such amounts of taxes at such time and from time to time, as the applicable Employer may make demand for such reimbursement or indemnity. If and to the extent that in the sole judgment of the Board or the Committee (or any officer authorized for that purpose by the Board or the Committee) it appears advisable to do so, in order to enforce the Company’s rights under the Plan and this Agreement, the Company shall not issue or cause to be issued to me (or to my successor in interest), any new stock certificate without any legend referring to the transfer restrictions with respect to the Award Shares as to which such restrictions have lapsed, unless and until such amounts of taxes have been withheld from amounts otherwise payable to me (or any of my successors in interest), or I (or such successor in interest) reimburse or indemnify the applicable Employer for such amounts of such taxes or make other provisions for reimbursement or indemnification to the applicable Employer of such taxes, satisfactory in the sole judgment of the Board or the Committee (or such officer) exercised in good faith.
No Right to Employment. I acknowledge that the grant of Award Shares to me does not in any way entitle me to continued employment with the Employers and does not limit or restrict any right that the Employers otherwise may have to terminate my employment.