||March 31, 2011
||the date of Holders death or Disability;
||the date of Holders Separation if such Separation occurs after Holders
Retirement Vesting Date.
Notwithstanding any other provision to the contrary, if a Change of Control occurs prior to
the March 31, 2011, Holder will not be entitled to vest any of the Restricted Shares and all rights
of the Holder to any Award Restricted Shares which have not become Vested Shares automatically, and
without notice, shall terminate and be permanently forfeited.
3. Restrictions Forfeiture of Award Restricted Shares. The Award Restricted Shares are
subject to the Restriction that all rights of Holder to any Award Restricted Shares which have not
become Vested Shares automatically, and without notice, shall terminate and shall be permanently
forfeited on the date of Holders Separation.
4. Withholding. On the date Award Restricted Shares become Vested Shares, the minimum
withholding required to be made by the Company shall be paid by Holder to the Administrator in
cash, or by delivery of Shares, which Shares may be in whole or in part Vested Shares, based on the
Fair Market Value of such Shares on the date of delivery. The Holder, in his sole
discretion, may direct that the Company withhold at any rate which is in excess of the minimum
withholding rate described in the preceding sentence, but not in excess of the highest incremental
tax rate for Holder, and such additional directed withholding will be made in the same manner as
described in the preceding sentence except that no portion of such additional directed withholding
may be paid in Shares which have not Vested, or which have not been purchased and held by Holder
for, at least six (6) months prior to the date of delivery.
5. Issuance of Shares. Without limitation, Holder shall have all of the rights and
privileges of an owner of the Award Restricted Shares (including voting rights) except that Holder
shall not be entitled to delivery of the certificates evidencing any of the Shares unless and until
they become Vested Shares, nor shall Holder be entitled to receive Restricted Share Distributions
(i.e. dividends) unless and until Holder is entitled either (i) to receive the certificates for the
related Vested Shares, or (ii) such Award Restricted Shares become Retained Vested Shares, as
defined below. Notwithstanding the foregoing, as soon as reasonably possible after the date Award
Restricted Shares become Vested Shares, the Administrator shall deliver to the Holder two-thirds
(66 2/3%) of such Vested Shares (reduced by the number of Vested Shares delivered to the
Administrator to pay required withholding under Section 4 above), and shall retain the other
one-third (33 1/3%) of the Vested Shares (Retained Vested Shares) in escrow until the date of
Holders Separation, and as soon as reasonably possible after such Separation, shall deliver all
such Retained Vested Shares to Holder. During the period in which the Company holds the Retained
Vested Shares, Holder is entitled to receive what would be Restricted Share Distributions if Holder
was in possession of such Retained Vested Shares, except Holder shall not be entitled to receive a
Restricted Share Distribution made in the form of Shares, but rather such Shares will be retained by the Company as
additional Retained Vested Shares.