Exhibit 10.12
RESTRICTED STOCK UNITS AGREEMENT
UNITS RESULTING FROM PERS AWARDS
UNDER THE 1998 IMS HEALTH INCORPORATED
EMPLOYEES' STOCK INCENTIVE PLAN
This Restricted Stock Units Agreement (the "Agreement") confirms the grant of
Restricted Stock Units ("RSUs") on ____________ (the "Grant Date") by the
Compensation and Benefits Committee (the "Committee") of the Board of Directors
of IMS Health Incorporated (the "Company") as follows:
Participant Granted RSUs:
Number of RSUs Granted:
The RSUs are granted based upon the achievement of performance conditions during
1998, in accordance with the Company's Performance-Based Restricted Stock
Program (the "PERS program") under the 1998 IMS Health Incorporated Employees'
Stock Incentive Plan (the "Plan"). Accordingly, the RSUs represent
performance-based restricted stock units or "PERS" as to which the performance
conditions have been satisfied. The RSUs are subject to all the terms and
conditions of the Plan, which is attached hereto and incorporated herein by
reference, and are subject to the terms and conditions of this Agreement,
including the Terms and Conditions attached hereto.
Participant acknowledges and agrees that (i), until an RSU has become vested in
accordance with Section 2(a) hereof, such RSU will be subject to a risk of
forfeiture to the extent provided in Section 2 hereof, and (ii), until the later
of the time each RSU becomes vested or the end of any additional period of
deferral elected by Participant in accordance with Section 4 hereof, such RSU
shall be generally nontransferable, as provided in Section 3 hereof.
IN WITNESS WHEREOF, IMS Health Incorporated has caused this Agreement to be
executed by its officer thereunto duly authorized.
By the Company's signature, and your acceptance of these RSUs, you and the
Company agree to the terms of this Agreement. If you make any election in this
Agreement, you must sign the Agreement and return it to the Human Resources
Department.
IMS HEALTH INCORPORATED
/s/ XXXXXXX X. XXXXXX
---------------------
Xxxxxxx X. Xxxxxx
SVP, General Counsel and Secretary
Term and Conditions
of Restricted Stock Units
1. Restricted Stock Units
Each RSU represents a generally nontransferable, conditional right to
receive one share of the Company's Common Stock (a "Share") at a specified
future date, together with a right to Dividend Equivalents and other rights,
subject to the terms and conditions of the Plan and this Agreement. RSUs are
bookkeeping units, and do not represent ownership of Shares or any other equity
security. The Company shall maintain a bookkeeping account for Participant (the
"Account") reflecting the number of RSUs then credited to Participant hereunder
as a result of this grant of RSUs and any crediting of additional RSUs to
Participant pursuant to payments equivalent to dividends paid on Shares under
Section 5 ("Dividend Equivalents"). For purposes of this Agreement, the term
"RSUs" includes RSUs as to which the risk of forfeiture has lapsed but which
remain subject to deferral of settlement.
2. Vesting and Forfeiture.
(a) RSUs granted hereunder shall vest (meaning that the risk of forfeiture
of such RSUs shall lapse) at the earliest of (i) [4:00 pm on December 31, 20001]
[the second anniversary of the Grant Date] (the "Scheduled Lapse Date") , (ii)
Termination of Employment (as defined below) by reason of Retirement (as defined
in the Plan), (iii) Termination of Employment by reason of death or Disability
(as defined in the Plan), (iv) the occurrence of a Change in Control (as defined
in the Plan), or (v) any other event specified in an employment agreement
between the Company and Participant in effect at the time of Termination of
Employment. In addition, a portion of the RSUs, if not otherwise vested, shall
vest upon the Participant's Termination of Employment by the Company not for
Cause (as defined below), which portion shall equal the total number of RSUs
originally granted pursuant to this Agreement multiplied by a fraction the
numerator of which is the number of days elapsed from January 1, 1999 through
the date of Termination of Employment and the denominator of which is the number
of days from January 1, 1999 through the Scheduled Lapse Date. Each RSU credited
as a result of Dividend Equivalents on a forfeitable RSU under Section 5(a)[(i)
shall be fully vested and nonforfeitable from and after the date of such
crediting, and each RSU credited as a result of Dividend Equivalents under
Section 5(a)(ii) and (iii)] shall vest at the time of vesting of the forfeitable
RSU which gives rise, directly or indirectly, to the crediting of such Dividend
Equivalent RSU. Each RSU credited as a result of Dividend Equivalents on a then
non-forfeitable RSU under Section 5(a) shall be fully vested and nonforfeitable
from and after the date of such crediting.
(b) In the event of Participant's Termination of Employment, all RSUs which
are not vested at or prior to the time of such Termination shall be forfeited,
unless otherwise determined by the Committee. Thus, upon Participant's voluntary
Termination of Employment or a Termination of Employment by the Company for
Cause, unvested RSUs generally will be forfeited.
----------
(1) Note to draft: This date would allow the vesting PERS to be excluded from
the footnote to the Summary Compensation Table showing the value of
restricted stock held at the end of the prior fiscal year.
(c) For purposes of this Agreement, a "Termination of Employment" shall
mean a termination of Participant's employment with the Company or a subsidiary
or affiliate of the Company if, immediately thereafter, Participant is not
employed by any of the Company or its subsidiaries or affiliates.
(d) For purposes of this Agreement, "Cause" shall have the meaning defined
in an employment agreement between the Company and Participant in effect at the
time of Termination of Employment or, if there is no such employment agreement,
"Cause" shall mean (a) willful malfeasance or willful misconduct by Participant
in connection with his or her employment, (b) continuing failure to perform such
duties as are requested by any employee to whom the Participant reports,
directly or indirectly, or by the board of directors of either the Company or
the subsidiary or affiliate employs Participant, (c) failure by Participant to
observe material policies of the Company or his or her employer applicable to
Participant, or (d) the commission by Participant of (i) any felony or (ii) any
misdemeanor involving moral turpitude.
3. Nontransferability.
Until RSUs become settleable under Section 4 hereof, RSUs shall not be
transferable other than by will or by the laws of descent and distribution or to
a designated beneficiary in the event of Participant's death, and no such
transfer shall be effective to bind the Company unless the Committee shall have
been furnished with a copy of such will or such other evidence as the Committee
may deem necessary to establish the validity of the transfer.
4. Settlement and Election to Defer Settlement.
RSUs granted hereunder, together with RSUs credited as a result of Dividend
Equivalents, shall be settled by delivery of one Share for each RSU being
settled. Settlement of an RSU granted hereunder shall occur upon the lapse of
the risk of forfeiture of such RSU under Section 2, except settlement shall be
deferred in certain cases if so elected by Participant in accordance with this
Section 4. Settlement of RSUs which directly or indirectly result from Dividend
Equivalents on RSUs granted hereunder shall occur at the time of settlement of
the granted RSU.
By filling out this Section 4, signing, and returning this Agreement to the
Human Resources Department at least six months prior to Scheduled Lapse Date (or
such other deadline as may be specified by the Director of Human Resources),
Participant may elect to defer the date of settlement of RSUs. An election
hereunder shall be effective only in the case of RSUs which, but for the
election, would have been settled more than six months after the filing of the
election.
Check Only One:
____ I hereby elect to have my RSUs settled upon the lapse of the risk of
forfeiture under Section 2 (Note: This election will apply if you do
not return the Agreement to the Company or if you do not check any
box).
____ I hereby elect to defer the settlement of my RSUs until the first
business day of the year (subject to accelerated settlement in the
event of a Change of Control Event, death of the Participant, or
Termination of Employment for any reason other than Retirement).
____ I hereby elect to defer the settlement of my RSUs until my Termination
of Employment for any reason. Termination of Employment includes my
death or Disability.
[Any elective deferral will be subject to such additional terms and
conditions as
the Committee may impose, including terms and conditions under the Company's
1999 Deferred Compensation Plan.]
5. Dividend Equivalents and Adjustments.
(a) Dividend Equivalents shall be paid or credited on RSUs (other than RSUs
that, at the relevant record date, previously have been settled or forfeited) as
follows:
(i) Cash Dividends. If the Company declares and pays a dividend or
distribution on Common Stock in the form of cash, then a number of
additional RSUs shall be credited to Participant's Account as of
the payment date for such dividend or distribution equal to the
number of RSUs credited to the Account as of the record date for
such dividend or distribution multiplied by the amount of cash
actually paid as a dividend or distribution on each outstanding
Share at such payment date, divided by the Fair Market Value of a
Share at such payment date.
(ii) Non-Share Dividends. If the Company declares and pays a dividend
or distribution on Common Stock in the form of property other than
Shares, then a number of additional RSUs shall be credited to
Participant's Account as of the payment date for such dividend or
distribution equal to the number of RSUs credited to the Account
as of the record date for such dividend or distribution multiplied
by the Fair Market Value of such property actually paid as a
dividend or distribution on each outstanding Share at such payment
date, divided by the Fair Market Value of a Share at such payment
date.
(iii) Common Stock Dividends and Splits. If the Company declares and
pays a dividend or distribution on Common Stock in the form of
additional Shares, or there occurs a forward split of Common
Stock, then a number of additional RSUs shall be credited to
Participant's Account as of the payment date for such dividend or
distribution or forward split equal to the number of RSUs credited
to the Account as of the record date for such dividend or
distribution or split multiplied by the number of additional
Shares actually paid as a dividend or distribution or issued in
such split in respect of each outstanding Share.
(b) The number of RSUs credited to Participant's Account shall be
appropriately adjusted, in order to prevent dilution or enlargement of
Participants' rights with respect to RSUs, to reflect any changes in the
outstanding Shares resulting from any event referred to in Section 10(a) of the
Plan, taking into account any RSUs credited to Participant in connection with
such event under Section 5(a) hereof.
6. Other Terms Relating to RSUs.
(a) The number of RSUs credited to a Participant's Account shall include
fractional RSUs calculated to at least three decimal places, unless otherwise
determined by the Committee. Upon settlement of RSUs, Participant shall be paid,
in cash, an amount equal to the value of any fractional share that would have
otherwise been deliverable in settlement of such RSUs, unless the Company
arranges to deliver shares to an account of Participant to which fractional
shares may be credited without requiring the Company to in fact issue a
fractional share.
(b) It shall be a condition to the obligation of the Company to issue and
deliver Shares in settlement of the RSUs that the Participant (or any
Beneficiary) pay to the
Company or a Participating Company, upon its demand, such amount as may be
requested by the Company for the purpose of satisfying any liability to withhold
federal, state, or local income or other taxes. If the amount requested is not
paid, the Company may refuse to deliver the shares in settlement of the RSUs
until such amount is paid. The Committee may, in its discretion, permit a
Participant (or any Beneficiary of a Participant) to pay all or a portion of the
amount requested by the Company for such taxes at such time and in such manner
as the Committee shall deem to be appropriate, including by authorizing the
Company to withhold from the shares to be delivered in settlement, or by
agreeing to surrender to the Company on or about the date such tax liability is
determinable, Shares having a fair market value (as determined by the Committee)
equal to the amount of such tax liability or a specified portion of such tax
liability.
(c) An individual statement of each Participant's Account will be issued to
each Participant not less frequently than [annually]. Such statements shall
reflect the amount of RSUs credited to Participant's Account, transactions
therein during the period covered by the statement, and other information deemed
relevant by the [Director of Human Resources]. Such a statement may be combined
with or include information regarding other plans and compensatory arrangements
relating to Participant. A Participant's statements shall be deemed a part of
this Agreement, and shall evidence the Company's obligations in respect of RSUs,
including the number of RSUs credited as a result of Dividend Equivalents (if
any); provided, however, that any statement containing an error shall not
represent a binding obligation to the extent of such error.
7. Miscellaneous.
(a) This Agreement shall be legally binding when executed by both the
Company, provided that no election of Participant will be binding unless
Participant has executed the Agreement and returned it to the Human Resources
Department of the Company.
(b) This Agreement shall be binding upon the heirs, executors,
administrators and successors of the parties. This Agreement constitutes the
entire agreement between the parties with respect to the RSUs, and supersedes
any prior agreements or documents with respect to the RSUs. No amendment,
alteration, suspension, discontinuation or termination of this Agreement which
may impose any additional obligation upon the Company or impair the rights of
Participant with respect to the RSUs shall be valid unless in each instance such
amendment, alteration, suspension, discontinuation or termination is expressed
in a written instrument duly executed in the name and on behalf of the Company
and by Participant.
(c) All designations of Beneficiary shall be on such forms as are specified
by and filed with the Human Resources Department. Any Beneficiary designation
made by Participant in accordance with this provision may be changed from time
to time, without the consent of any previously designated Beneficiary (but
subject to any spousal consent as may be required), by filing with the Human
Resources Department a notice of such change on the form provided by the
Committee and such change of Beneficiary designation shall become effective upon
receipt by the Committee. In the event Participant's Beneficiary would otherwise
become entitled to a distribution hereunder, and all Beneficiaries designated by
Participant are not then living, or if no valid Beneficiary designation is in
effect, Participant's estate or duly authorized personal representative shall be
deemed to have been designated by Participant.
(d) Any provision for distribution in settlement of Participant's Account
hereunder shall be by means of bookkeeping entries on the books of the Company
and shall not create in Participant or any Beneficiary any right to, or claim
against any, specific assets of the Company, nor result in the creation of any
trust or escrow account for Participant or any
Beneficiary. Participant or any Beneficiary entitled to any distribution
hereunder shall be a general creditor of the Company.
(e) Capitalized terms used in this Agreement but not defined herein shall
have the same meanings as in the Plan. If there is any conflict between the
provisions of this Agreement and the provisions of the Plan, the provisions of
the Plan shall govern.
* * * * *
By signing below and returning this Agreement to the Human Resources
Department, I elect to defer settlement of the RSUs until the applicable date
specified in Section 4, subject to earlier settlement in accordance with Section
4 and the other terms of the Plan and this Agreement. (Note: If you do not wish
to defer settlement past the Scheduled Lapse Date, you do not need to sign below
and return this Agreement to the Human Resources Department. If you elect to
further defer settlement, you should retain a copy of this Agreement for your
records.)
PARTICIPANT: Date:
[For HR Use Only: Date Received by Human Resources Department:
]
RESTRICTED STOCK UNITS AGREEMENT
RESTRICTED STOCK UNITS GRANTED
UNDER THE 1998 IMS HEALTH INCORPORATED
EMPLOYEES' STOCK INCENTIVE PLAN
This Restricted Stock Units Agreement (the "Agreement") confirms the grant of
Restricted Stock Units ("RSUs") on ____________ (the "Grant Date") by the
Compensation and Benefits Committee (the "Committee") of the Board of Directors
of IMS Health Incorporated (the "Company") as follows:
Participant Granted RSUs:
Number of RSUs Granted:
The RSUs are granted under the 1998 IMS Health Incorporated Employees' Stock
Incentive Plan (the "Plan"). The RSUs are subject to all the terms and
conditions of the Plan, which is attached hereto and incorporated herein by
reference, and are subject to the terms and conditions of this Agreement,
including the Terms and Conditions attached hereto.
Participant acknowledges and agrees that (i), until an RSU has become vested in
accordance with Section 2(a) hereof, such RSU will be subject to a risk of
forfeiture to the extent provided in Section 2 hereof, and (ii), until the later
of the time each RSU becomes vested or the end of any additional period of
deferral elected by Participant in accordance with Section 4 hereof, such RSU
shall be generally nontransferable, as provided in Section 3 hereof.
IN WITNESS WHEREOF, IMS Health Incorporated has caused this Agreement to be
executed by its officer thereunto duly authorized.
By the Company's signature, and your acceptance of these RSUs, you and the
Company agree to the terms of this Agreement. If you make any election in this
Agreement, you must sign the Agreement and return it to the Human Resources
Department.
IMS HEALTH INCORPORATED
/s/ XXXXXXX X. XXXXXX
---------------------
Xxxxxxx X. Xxxxxx
SVP, General Counsel and Secretary
Term and Conditions
of Restricted Stock Units
1. Restricted Stock Units
Each RSU represents a generally nontransferable, conditional right to
receive one share of the Company's Common Stock (a "Share") at a specified
future date, together with a right to Dividend Equivalents and other rights,
subject to the terms and conditions of the Plan and this Agreement. RSUs are
bookkeeping units, and do not represent ownership of Shares or any other equity
security. The Company shall maintain a bookkeeping account for Participant (the
"Account") reflecting the number of RSUs then credited to Participant hereunder
as a result of this grant of RSUs and any crediting of additional RSUs to
Participant pursuant to payments equivalent to dividends paid on Shares under
Section 5 ("Dividend Equivalents"). For purposes of this Agreement, the term
"RSUs" includes RSUs as to which the risk of forfeiture has lapsed but which
remain subject to deferral of settlement.
2. Vesting and Forfeiture.
(a) RSUs granted hereunder shall vest (meaning that the risk of forfeiture
of such RSUs shall lapse) [as to one-third of the RSUs on each of the first
three anniversaries of the Grant Date (each being a "Scheduled Lapse Date")] [on
the first anniversary of the Grant Date (the "Scheduled Lapse Date")], except
that all RSUs shall vest on an accelerated basis upon the earliest of (i)
Termination of Employment (as defined below) by reason of Retirement (as defined
in the Plan), (ii) Termination of Employment by reason of death or Disability
(as defined in the Plan), (iii) the occurrence of a Change in Control (as
defined in the Plan), or (iv) any other event specified as resulting in
acceleration of RSUs in an employment agreement between the Company and
Participant in effect at the time of Termination of Employment. [In addition, a
portion of the RSUs, if not otherwise vested, shall vest upon the Participant's
Termination of Employment by the Company not for Cause (as defined below), which
portion shall equal the number of unvested RSUs remaining subject to this
Agreement and having the same Scheduled Lapse Date multiplied by a fraction the
numerator of which is the number of days elapsed from the Grant Date through the
date of Termination of Employment and the denominator of which is the number of
days from the Grant Date through such Scheduled Lapse Date.] Each RSU credited
as a result of Dividend Equivalents on a forfeitable RSU under Section 5(a)[(i)
shall be fully vested and nonforfeitable from and after the date of such
crediting, and each RSU credited as a result of Dividend Equivalents under
Section 5(a)(ii) and (iii)] shall vest at the time of vesting of the forfeitable
RSU which gives rise, directly or indirectly, to the crediting of such Dividend
Equivalent RSU. Each RSU credited as a result of Dividend Equivalents on a then
non-forfeitable RSU under Section 5(a) shall be fully vested and nonforfeitable
from and after the date of such crediting.
(b) In the event of Participant's Termination of Employment, all RSUs which
are not vested at or prior to the time of such Termination shall be forfeited,
unless otherwise determined by the Committee. Thus, upon Participant's voluntary
Termination of Employment or a Termination of Employment by the Company for
Cause, unvested RSUs generally will be forfeited.
(c) For purposes of this Agreement, a "Termination of Employment" shall
mean a termination of Participant's employment with the Company or a subsidiary
or affiliate of the Company if, immediately thereafter, Participant is not
employed by any of the Company or
its subsidiaries or affiliates.
(d) For purposes of this Agreement, "Cause" shall have the meaning defined
in an employment agreement between the Company and Participant in effect at the
time of Termination of Employment or, if there is no such employment agreement,
"Cause" shall mean (a) willful malfeasance or willful misconduct by Participant
in connection with his or her employment, (b) continuing failure to perform such
duties as are requested by any employee to whom the Participant reports,
directly or indirectly, or by the board of directors of either the Company or
the subsidiary or affiliate employs Participant, (c) failure by Participant to
observe material policies of the Company or his or her employer applicable to
Participant, or (d) the commission by Participant of (i) any felony or (ii) any
misdemeanor involving moral turpitude.
3. Nontransferability.
Until RSUs become settleable under Section 4 hereof, RSUs shall not be
transferable other than by will or by the laws of descent and distribution or to
a designated beneficiary in the event of Participant's death, and no such
transfer shall be effective to bind the Company unless the Committee shall have
been furnished with a copy of such will or such other evidence as the Committee
may deem necessary to establish the validity of the transfer.
4. Settlement and Election to Defer Settlement.
RSUs granted hereunder, together with RSUs credited as a result of Dividend
Equivalents, shall be settled by delivery of one Share for each RSU being
settled. Settlement of an RSU granted hereunder shall occur upon the lapse of
the risk of forfeiture of such RSU under Section 2, except settlement shall be
deferred in certain cases if so elected by Participant in accordance with this
Section 4. Settlement of RSUs which directly or indirectly result from Dividend
Equivalents on RSUs granted hereunder shall occur at the time of settlement of
the granted RSU.
By filling out this Section 4, signing, and returning this Agreement to the
Human Resources Department at least six months prior to Scheduled Lapse Date for
any affected RSUs (or such other deadline as may be specified by the Director of
Human Resources), Participant may elect to defer the date of settlement of RSUs.
An election hereunder shall be effective only in the case of RSUs which, but for
the election, would have been settled more than six months after the filing of
the election.
Check Only One:
____ I hereby elect to have my RSUs settled upon the lapse of the risk of
forfeiture under Section 2 (Note: This election will apply if you do
not return the Agreement to the Company or if you do not check any
box).
____ I hereby elect to defer the settlement of my RSUs until the first
business day of the year (subject to accelerated settlement in the
event of a Change of Control Event, death of the Participant, or
Termination of Employment for any reason other than Retirement).
____ I hereby elect to defer the settlement of my RSUs until my Termination
of Employment for any reason. Termination of Employment includes my
death or Disability.
[Any elective deferral will be subject to such additional terms and
conditions as the Committee may impose, including terms and conditions under the
Company's 1999 Deferred Compensation Plan.]
5. Dividend Equivalents and Adjustments.
(a) Dividend Equivalents shall be paid or credited on RSUs (other than RSUs
that, at the relevant record date, previously have been settled or forfeited) as
follows:
(i) Cash Dividends. If the Company declares and pays a dividend or
distribution on Common Stock in the form of cash, then a number of
additional RSUs shall be credited to Participant's Account as of
the payment date for such dividend or distribution equal to the
number of RSUs credited to the Account as of the record date for
such dividend or distribution multiplied by the amount of cash
actually paid as a dividend or distribution on each outstanding
Share at such payment date, divided by the Fair Market Value of a
Share at such payment date.
(ii) Non-Share Dividends. If the Company declares and pays a dividend
or distribution on Common Stock in the form of property other than
Shares, then a number of additional RSUs shall be credited to
Participant's Account as of the payment date for such dividend or
distribution equal to the number of RSUs credited to the Account
as of the record date for such dividend or distribution multiplied
by the Fair Market Value of such property actually paid as a
dividend or distribution on each outstanding Share at such payment
date, divided by the Fair Market Value of a Share at such payment
date.
(iii) Common Stock Dividends and Splits. If the Company declares and
pays a dividend or distribution on Common Stock in the form of
additional Shares, or there occurs a forward split of Common
Stock, then a number of additional RSUs shall be credited to
Participant's Account as of the payment date for such dividend or
distribution or forward split equal to the number of RSUs credited
to the Account as of the record date for such dividend or
distribution or split multiplied by the number of additional
Shares actually paid as a dividend or distribution or issued in
such split in respect of each outstanding Share.
(b) The number of RSUs credited to Participant's Account shall be
appropriately adjusted, in order to prevent dilution or enlargement of
Participants' rights with respect to RSUs, to reflect any changes in the
outstanding Shares resulting from any event referred to in Section 10(a) of the
Plan, taking into account any RSUs credited to Participant in connection with
such event under Section 5(a) hereof.
6. Other Terms Relating to RSUs.
(a) The number of RSUs credited to a Participant's Account shall include
fractional RSUs calculated to at least three decimal places, unless otherwise
determined by the Committee. Upon settlement of RSUs, Participant shall be paid,
in cash, an amount equal to the value of any fractional share that would have
otherwise been deliverable in settlement of such RSUs, unless the Company
arranges to deliver shares to an account of Participant to which fractional
shares may be credited without requiring the Company to in fact issue a
fractional share.
(b) It shall be a condition to the obligation of the Company to issue and
deliver Shares in settlement of the RSUs that the Participant (or any
Beneficiary) pay to the Company or a Participating Company, upon its demand,
such amount as may be requested by the Company for the purpose of satisfying any
liability to withhold federal, state, or local income or other taxes. If the
amount requested is not paid, the Company may refuse to deliver the shares in
settlement of the RSUs until such amount is paid. The Committee may, in its
discretion, permit a Participant (or any Beneficiary of a Participant) to pay
all or a portion of the amount requested by the Company for such taxes at such
time and in such manner as the Committee shall deem to be appropriate, including
by authorizing the Company to withhold from the shares to be delivered in
settlement, or by agreeing to surrender to the Company on or about the date such
tax liability is determinable, Shares having a fair market value (as determined
by the Committee) equal to the amount of such tax liability or a specified
portion of such tax liability.
(c) An individual statement of each Participant's Account will be issued to
each Participant not less frequently than [annually]. Such statements shall
reflect the amount of RSUs credited to Participant's Account, transactions
therein during the period covered by the statement, and other information deemed
relevant by the [Director of Human Resources]. Such a statement may be combined
with or include information regarding other plans and compensatory arrangements
relating to Participant. A Participant's statements shall be deemed a part of
this Agreement, and shall evidence the Company's obligations in respect of RSUs,
including the number of RSUs credited as a result of Dividend Equivalents (if
any); provided, however, that any statement containing an error shall not
represent a binding obligation to the extent of such error.
7. Miscellaneous.
(a) This Agreement shall be legally binding when executed by both the
Company, provided that no election of Participant will be binding unless
Participant has executed the Agreement and returned it to the Human Resources
Department of the Company.
(b) This Agreement shall be binding upon the heirs, executors,
administrators and successors of the parties. This Agreement constitutes the
entire agreement between the parties with respect to the RSUs, and supersedes
any prior agreements or documents with respect to the RSUs. No amendment,
alteration, suspension, discontinuation or termination of this Agreement which
may impose any additional obligation upon the Company or impair the rights of
Participant with respect to the RSUs shall be valid unless in each instance such
amendment, alteration, suspension, discontinuation or termination is expressed
in a written instrument duly executed in the name and on behalf of the Company
and by Participant.
(c) All designations of Beneficiary shall be on such forms as are specified
by and filed with the Human Resources Department. Any Beneficiary designation
made by Participant in accordance with this provision may be changed from time
to time, without the consent of any previously designated Beneficiary (but
subject to any spousal consent as may be required), by filing with the Human
Resources Department a notice of such change on the form provided by the
Committee and such change of Beneficiary designation shall become effective upon
receipt by the Committee. In the event Participant's Beneficiary would otherwise
become entitled to a distribution hereunder, and all Beneficiaries designated by
Participant are not then living, or if no valid Beneficiary designation is in
effect, Participant's estate or duly authorized personal representative shall be
deemed to have been designated by Participant.
(d) Any provision for distribution in settlement of Participant's Account
hereunder shall be by means of bookkeeping entries on the books of the Company
and shall not create in Participant or any Beneficiary any right to, or claim
against any, specific assets of the Company, nor result in the creation of any
trust or escrow account for Participant or any Beneficiary. Participant or any
Beneficiary entitled to any distribution hereunder shall be a general creditor
of the Company.
(e) Capitalized terms used in this Agreement but not defined herein shall
have the same meanings as in the Plan. If there is any conflict between the
provisions of this Agreement and the provisions of the Plan, the provisions of
the Plan shall govern.
* * * * *
By signing below and returning this Agreement to the Human Resources
Department, I elect to defer settlement of the RSUs until the applicable date
specified in Section 4, subject to earlier settlement in accordance with Section
4 and the other terms of the Plan and this Agreement. (Note: If you do not wish
to defer settlement past the Scheduled Lapse Date, you do not need to sign below
and return this Agreement to the Human Resources Department. If you elect to
further defer settlement, you should retain a copy of this Agreement for your
records.)
PARTICIPANT: Date:
[For HR Use Only: Date Received by Human Resources Department:
]
