Dividends
) shall be paid to the Participant only if and when such shares become free from the restrictions on transferability and forfeitability that apply to such shares.
Each payment of Accrued Dividends will be made no later than the end of the calendar year in which the dividends are paid to stockholders of that class of stock or, if later, the 15th day of the third month following the lapsing of the restrictions
on transferability and the forfeitability provisions applicable to the underlying shares of Restricted Stock.
(2)
Stock Certificates
. The Company
may require that any stock certificates issued in respect of shares of Restricted Stock, as well as dividends or distributions paid on such Restricted Stock, shall be deposited in escrow by the Participant, together with a stock power endorsed in
blank, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has
died, to his or her Designated Beneficiary.
Designated Beneficiary
means (i) the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the
Participant in the event of the Participants death or (ii) in the absence of an effective designation by a Participant, the Participants estate.
(d)
Additional Provisions Relating to Restricted Stock Units
.
(1)
Settlement
. Upon the vesting of and/or lapsing of any other restrictions (i.e., settlement) with respect to each Restricted Stock Unit, the
Participant shall be entitled to receive from the Company the number of shares of Common Stock or the amount of cash provided in the applicable Award agreement. The Board may, in its discretion, provide that settlement of Restricted Stock Units
shall be deferred, on a mandatory basis or at the election of the Participant in a manner that complies with Section 409A of the Code.
(2)
Voting
Rights
. A Participant shall have no voting rights with respect to any Restricted Stock Units.
(3)
Dividend Equivalents
. The Award agreement
for Restricted Stock Units may provide Participants with the right to receive an amount equal to any dividends or other distributions declared and paid on an equal number of outstanding shares of Common Stock (
Dividend
Equivalents
). Dividend Equivalents may be paid currently or credited to an account for the Participant, may be settled in cash and/or shares of Common Stock and may be subject to the same restrictions on transfer and forfeitability as
the Restricted Stock Units with respect to which paid, in each case to the extent provided in the Award agreement.
8.
Other Stock-Based Awards
(a)
General
. Other Awards of shares of Common Stock, and other Awards that are valued in whole or in part by reference to, or are otherwise based
on, shares of Common Stock or other property, may be granted hereunder to Participants (
Other Stock-Based-Awards
). Other Stock-Based Awards may be paid in shares of Common Stock or cash, as the Board shall determine.
(b)
Terms and Conditions
. Subject to the provisions of the Plan, the Board shall determine the terms and conditions of each Other Stock-Based Award,
including any purchase price applicable thereto.
9.
Adjustments for Changes in Common Stock and Certain Other Events
(a)
Changes in Capitalization
. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares,
spin-off
or other similar change in capitalization or event, or any dividend or distribution to holders of Common Stock other than an ordinary cash dividend, (i) the number and
class of securities available under the Plan, (ii) the share counting rules and sublimit set forth in Sections 4(a) and 4(b), (iii) the number and class of securities and exercise price per share of each outstanding Option, (iv) the
share and
per-share
provisions and the measurement price of each outstanding SAR, (v) the number of shares subject to and the repurchase price per share subject to each outstanding Restricted Stock Award
and (vi) the share and
per-share-related
provisions and the purchase price, if any, of each outstanding Other Stock-Based
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