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These excerpts taken from the UNTD 10-Q filed Aug 8, 2005. Acceleration of Stock Options and Restricted Stock Units. Upon
the termination of your employment by the Company without cause or by you for
good reason (each term as defined below) within the two (2)-year period
following the Effective Date, the vesting of your outstanding stock options and
restricted stock units will be accelerated by the additional number of shares
in which you would have been vested at the time of such termination if you had
completed an additional twelve (12) months of service (calculated, with respect
to restricted stock units, as if such units vest on a monthly basis). If such termination occurs within twelve (12)
months after a Change in Control or Corporate Transaction (as defined in
the applicable stock plan, option agreement or restricted stock unit
agreement), the vesting will be accelerated by the greater
of (i) the additional number of shares as calculated pursuant to the preceding
sentence and (ii) the additional number of shares in which you would have
been vested at the time of such termination if you had completed an additional
period of service equal in duration to the actual period of service completed
by you between the grant date for each applicable award and the date of the
termination (calculated, with respect to restricted stock units, as if such
units vest on a monthly basis). Such
vesting acceleration will be contingent upon your signing the Release referred
to in Section 7(b) below. Upon the
termination of your employment as a result of death or Disability (as defined
below) within the two (2)-year period following the Effective Date, the vesting
of your outstanding stock options and restricted stock units will be
accelerated by the additional number of shares in which you would have been
vested at the time of such termination if you had completed an additional
twelve (12) months of service (calculated, with respect to restricted stock
units, as if such units
vest on a monthly basis). In the event of an inconsistency between the terms set forth in this paragraph and the terms set forth in the applicable stock plan, stock option agreement and/or restricted stock unit agreement, the terms set forth in this letter will control; provided, however, that the foregoing will not be construed to diminish the rights that you currently have under the applicable stock plan, stock option agreement and/or restricted stock unit agreement. The provisions of this paragraph will only apply to equity awards outstanding as of the date of this letter, although future equity awards may also be covered by this paragraph if so stated in a resolution of the Board of Directors or a committee thereof.5.Acceleration of Stock Options and Restricted Stock Units. Upon
the termination of your employment by the Company without cause or by you for
good reason (each term as defined below) within the two (2)-year period
following the Effective Date, the vesting of your outstanding stock options and
restricted stock units will be accelerated by the additional number of shares
in which you would have been vested at the time of such termination if you had
completed an additional twelve (12) months of service (calculated, with respect
to restricted stock units, as if such units vest on a monthly basis). If such termination occurs within twelve (12)
months after a Change in Control or Corporate Transaction (as defined in
the applicable stock plan, option agreement or restricted stock unit
agreement), the vesting will be accelerated by the greater
of (i) the additional number of shares as calculated pursuant to the preceding
sentence and (ii) the additional number of shares in which you would have
been vested at the time of such termination if you had completed an additional
period of service equal in duration to the actual period of service completed
by you between the grant date for each applicable award and the date of the
termination (calculated, with respect to restricted stock units, as if such
units vest on a monthly basis). Such
vesting acceleration will be contingent upon your signing the Release referred
to in Section 7(b) below. Upon the
termination of your employment as a result of death or Disability (as defined
below) within the two (2)-year period following the Effective Date, the vesting
of your outstanding stock options and restricted stock units will be
accelerated by the additional number of shares in which you would have been
vested at the time of such termination if you had completed an additional
twelve (12) months of service (calculated, with respect to restricted stock
units, as if such units
vest on a monthly basis). In the event of an inconsistency between the terms set forth in this paragraph and the terms set forth in the applicable stock plan, stock option agreement and/or restricted stock unit agreement, the terms set forth in this letter will control; provided, however, that the foregoing will not be construed to diminish the rights that you currently have under the applicable stock plan, stock option agreement and/or restricted stock unit agreement. The provisions of this paragraph will only apply to equity awards outstanding as of the date of this letter, although future equity awards may also be covered by this paragraph if so stated in a resolution of the Board of Directors or a committee thereof.5.Acceleration of Stock Options and Restricted Stock Units. Upon
the termination of your employment by the Company without cause or by you for
good reason (each term as defined below) within the two (2)-year period
following the Effective Date, the vesting of your outstanding stock options and
restricted stock units will be accelerated by the additional number of shares
in which you would have been vested at the time of such termination if you had
completed an additional twelve (12) months of service (calculated, with respect
to restricted stock units, as if such units vest on a monthly basis). If such termination occurs within twelve (12)
months after a Change in Control or Corporate Transaction (as defined in
the applicable stock plan, option agreement or restricted stock unit
agreement), the vesting will be accelerated by the greater
of (i) the additional number of shares as calculated pursuant to the preceding
sentence and (ii) the additional number of shares in which you would have
been vested at the time of such termination if you had completed an additional
period of service equal in duration to the actual period of service completed
by you between the grant date for each applicable award and the date of the
termination (calculated, with respect to restricted stock units, as if such
units vest on a monthly basis). Such
vesting acceleration will be contingent upon your signing the Release referred
to in Section 7(b) below. Upon the
termination of your employment as a result of death or Disability (as defined
below) within the two (2)-year period following the Effective Date, the vesting
of your outstanding stock options and restricted stock units will be
accelerated by the additional number of shares in which you would have been
vested at the time of such termination if you had completed an
additional twelve (12) months of service (calculated, with respect to restricted stock units, as if such units vest on a monthly basis). In the event of an inconsistency between the terms set forth in this paragraph and the terms set forth in the applicable stock plan, stock option agreement and/or restricted stock unit agreement, the terms set forth in this letter will control; provided, however, that the foregoing will not be construed to diminish the rights that you currently have under the applicable stock plan, stock option agreement and/or restricted stock unit agreement. The provisions of this paragraph will only apply to equity awards outstanding as of the date of this letter, although future equity awards may also be covered by this paragraph if so stated in a resolution of the Board of Directors or a committee thereof.5. | EXCERPTS ON THIS PAGE:
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