RSU Director Agreement, Version 1
For Use from March 2009
Restricted Stock Units Agreement
General Terms and Conditions
WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby
incorporated by reference and made a part of this Agreement; and
WHEREAS, the Committee has determined that it would be in the best interests of the Company and its
stockholders to grant the restricted stock units (the “ RSUs ”) provided for herein to the Non-Employee Director
pursuant to the Plan and the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as
1. Definitions . Whenever the following terms are used in this Agreement, they shall have the meanings set forth
below. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.
a) “ Disability ” means medical or health reasons that render the Non-Employee Director unable to continue
to serve as a member of the Board.
b) “ Notice ” means (i) the Notice of Grant of Restricted Stock Units that accompanies this Agreement, if
this Agreement is delivered to the Non-Employee Director in “hard copy,” and (ii) the screen of the
website for the stock plan administration with the heading “Vesting Schedule and Details,” which contains
the details of the grant governed by this Agreement, if this Agreement is delivered electronically to the
c) “ Non-Employee Director ” means an individual who is a member of the Board of Directors of the
Company who, as of the close of business on the date of the annual meeting of stockholders of the
Company, is not an employee of the Company or any subsidiary of the Company and to whom RSUs
have been awarded pursuant to the Plan, and shall have the same meaning as may be assigned to the terms
“Holder” or “Participant” in the Plan. For the purposes hereof, a “subsidiary” of the Company shall mea