Form of Cash Award Agreement

1. Grant of Cash Award.    Subject to the terms and conditions contained herein, including, but not limited to, the restrictions in Sections 3 and 4 of this Award, the Company hereby grants to the Grantee a cash award of $[_____] (the “Cash Award”) under the Plan.  Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in the Plan.

2. Unfunded Award.  The Cash Award is an unfunded and unsecured right to receive cash, which right shall be subject to the terms, conditions and restrictions set forth in the Plan and to the further terms, conditions and restrictions set forth in this Award. 

3. Transfer Restrictions.  Except as expressly provided herein, this Award is non-transferrable and may not otherwise be assigned, pledged, hypothecated or otherwise disposed of and shall not be subject to execution, attachment or similar process.  Upon any attempt to effect any such disposition, or upon the levy of any such process, the Award provided for herein shall immediately become null and void, and the Cash Award shall be immediately cancelled and forfeited.

4. Vesting.  Unless earlier vested pursuant to Section 5 or Section 7 of this Award, the Cash Award shall vest, in the following amounts on the following dates (each a “Vesting Date”):

5. Vesting Due to Death or Disability.  Notwithstanding any provision in this Award to the contrary, if the Grantee’s employment terminates due to death or Disability prior to the final Vesting Date (and a Change in Control), provided the Grantee is continuously employed by the Company or a Subsidiary from the Grant Date through such termination date (the “Vesting Date” for purposes of this Section 5), any unvested Cash Award as of the date of such termination shall immediately vest in full.

6. Payment Following Vesting.  As soon as administratively feasible following the Vesting Date or other vesting event pursuant to Section 4, 5 or 7 of this Award, but no later than 15 days after the date such vesting occurs and subject to the withholding referenced in Section 8, the Company will cause the vested portion of the Cash Award to be paid to the Grantee.

7. Change in Control.

(a) In the event of a Change in Control (as defined in the Plan) prior to the final Vesting Date, provided the Grantee is continuously employed by the Company or a Subsidiary from the Grant Date through the date of the Change in Control, then, for purposes of Section 4 of this Award, except as provided in Section 7(b) below, the Cash Award shall continue to vest on each of the Vesting Dates occurring after the date of the Change in Control, provided the Grantee remains continuously employed by the Company or a Subsidiary from the date of the Change in Control through such Vesting Dates (except as provided in Section 7(b) below).  The vested Cash Award will be paid to the Grantee as soon as practicable after each Vesting Date occurring after the date of the Change in Control, but in no event later than the 15th day after such vesting occurs and subject to the withholding referenced in Section 8. 

(b) The foregoing notwithstanding, if after the date of the Change in Control but prior to the final Vesting Date the Grantee’s employment is (i) involuntarily terminated by the Company or its successor for any reason other than Cause (as defined below), (ii) terminated by the Grantee for Good Reason (as defined below), (iii) terminated due to death or Disability, then the Cash Award determined under Section 7(a) that has not

been paid as of the Grantee’s termination date will be paid to the Grantee within 30 days following the Grantee’s termination date. If after the date of the Change in Control but prior to the final Vesting Date the Grantee’s employment is (x) involuntarily terminated by the Company or its successor for Cause or (y) voluntarily terminated by the Grantee for any reason other than Good Reason, then the Grantee shall have no rights under this Award and any unvested Cash Award shall be forfeited as of his or her termination date.

(c) For purposes of Section 7(b), “Cause” shall mean, if not otherwise defined in an employment agreement between the Grantee and the Company or its successor in effect as of the date of his or her termination, the Grantee’s (i) failure to reasonably and substantially perform his or her duties (other than as a result of physical or mental illness or injury); (ii) willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the Company’s or successor’s business, reputation or prospects; or (iii) conviction or plea of nolo contendere with respect to the commission of a felony or other serious crime involving moral turpitude.

(d) For purposes of Section 7(b), “Good Reason” shall mean the occurrence of any of the following events:  (i) a material diminution in the Grantee’s base salary; (ii) a material diminution in the Grantee’s position, authority, duties or responsibilities in connection with the Change in Control; or (iii) the involuntary relocation of the geographic location of the Grantee’s principal place of employment by more than 50 miles from the location of the Grantee’s principal place of employment as of the Grant Date.  Notwithstanding the foregoing, any assertion by the Grantee of a termination of employment for Good Reason shall not be effective unless all of the following requirements are satisfied:  (1) the condition described in clause (i), (ii) or (iii) above giving rise to the Grantee’s termination of employment must have arisen without the Grantee’s consent; (2) the Grantee must provide written notice to the Company of such condition in accordance with Section 12 within 30 days of the initial existence of the condition; (3) the condition specified in such notice must remain uncorrected for 30 days after receipt of such notice by the Company (“cure period”); and (4) the Grantee’s termination of employment must occur within 30 days after the end of the cure period.  If the Grantee does not provide the notice described in clause (2) above, or if the Company corrects the event during the cure period as described in clause (3) above, or the Grantee does not terminate employment as described in clause (4) above, then the event shall not constitute Good Reason.

8. Tax Withholding; Code Section 409A.  

(a) The obligation of the Company to pay the Cash Award to the Grantee as provided in Section 6 hereof shall be subject to the withholding of any taxes required as a result of the payment of the Cash Award.  To the extent such withholding is required, the Company shall withhold from the Cash Award otherwise payable an amount equal to the required withholding amount.    

(b) The Cash Award is intended to be exempt from Code Section 409A under the “short term deferral exclusion” and ambiguous provisions of this Award, if any, shall be construed and interpreted in a manner consistent with such intent.

9. Incorporation of Plan Provisions.  This Award and the Cash Award are made pursuant to the Plan and are subject to all of the terms and provisions of the Plan as if the same were fully set forth herein.  In the event that any provision of this Award conflicts with the Plan, the provisions of the Plan shall control.  The Grantee acknowledges receipt of a copy of the Plan and agrees that all decisions under and interpretations of the Plan by the Committee shall be final, binding and conclusive upon the Grantee.

10. No Rights to Employment.  Nothing contained in this Award shall confer upon the Grantee any right to continued employment by the Company or any Subsidiary of the Company, or limit in any way the right of the Company or any Subsidiary to terminate or modify the terms of the Grantee’s employment at any time.

11. Notice.  Unless the Company notifies the Grantee in writing of a different procedure, any notice or other communication to the Company with respect to this Award shall be in writing and shall be delivered personally or sent by courier or first class mail, postage prepaid to the following address:

12. Compliance with Recoupment Policy.  Any amounts payable or paid under this Award are subject to the recoupment policy of the Company as in effect from time to time.

13. Miscellaneous.

(a) THIS AWARD SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS.

(b) This Award shall be binding upon and inure to the benefit of the Company and its successors and assigns.

(c) The granting of this Award shall not give the Grantee any rights to similar grants in future years.

(d) If any term or provision of this Award should be invalid or unenforceable, such provision shall be severed from this Award, and all other terms and provisions hereof shall remain in full force and effect.

(e) This Award, including the relevant provisions of the Plan, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, with respect to the subject hereof.  This Award may not be amended, except by an instrument in writing signed by the Company and the Grantee.

(f) This Award may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.