KELLOGG COMPANY 2009 LONG-TERM
INCENTIVE PLAN
1.
PURPOSE . The purpose of the 2009 Long-Term Incentive
Plan is to further and promote the interests of Kellogg Company,
its Subsidiaries and its shareowners by enabling the Company and
its Subsidiaries to attract, retain and motivate employees and
officers or those who will become employees or officers, and to
align the interests of those individuals and the Company’s
shareowners. To do this, the Plan offers performance-based
incentive awards and equity-based opportunities providing such
employees and officers with a proprietary interest in maximizing
the growth, profitability and overall success of the Company and
its Subsidiaries.
2.
DEFINITIONS . Unless the context clearly indicates
otherwise, for purposes of the Plan, the following terms shall have
the following meanings:
2.1.
“10% Shareowner” has the meaning set
forth in Section 6.2.
2.2.
“Award” means an award or grant made to a
Participant under Sections 6, 7, 8 and/or 9 of the
Plan.
2.3.
“Award Agreement” means the written
agreement executed by a Participant pursuant to Sections 3.2
and 16.7 of the Plan in connection with the granting of an
Award.
2.4.
“Base Value” has the meaning set forth in
Section 7.2.
2.5.
“Board” means the Board of Directors of
the Company, as constituted from time to time.
2.6.
“Change in Control” has the meaning set
forth in Section 14.2.
2.7.
“Change in Control Price” has the meaning
set forth in Section 13.3
2.8.
“Code” means the Internal Revenue Code of
1986, as in effect and as amended from time to time, or any
successor statute thereto, together with any rules, regulations and
interpretations promulgated thereunder or with respect
thereto.
2.9.
“Collective Awards” means Awards together
with any awards issued under Old Plans as of the Effective
Date.
2.10.
“Committee” means the committee of the
Board designated to administer the Plan, as described in
Section 3 of the Plan.
2.11.
“Common Stock” means the Common Stock,
par value $0.25 per share, of the Company or any security of the
Company issued by the Company in substitution or exchange
therefor.
2.12.
“Company” means Kellogg Company, a
Delaware corporation, or any successor corporation to Kellogg
Company.
2.13.
“Covered Employee” has the meaning set
forth in Section 9.6.
2.14.
“Director” means a director of the
Company.
2.15.
“Disability” means disability as defined
in the Participant’s then effective employment agreement, or
if the Participant is not then a party to an effective employment
agreement with the Company which defines disability,
“Disability” means disability as determined by the
Committee in accordance with standards and procedures similar to
those under the Company’s long-term disability plan, if any.
Subject to the first sentence of this Section 2.15, at any
time that the Company does not maintain a long-term disability
plan, “Disability” shall mean any physical or mental
disability which is determined to be total and permanent by a
physician selected in good faith by the Company. Notwithstanding
the foregoing, for purposes of Incentive Stock Options
“Disability” shall mean a permanent and total
disability as defined in Section 22(e)(3) of the Code, and for
purposes of any Award that is subject to Section 409A of the
Code, “Disability” shall mean that a Participant is
“disabled” under Section 409A(a)(2)(c)(i) or
(ii) of the Code.
2.16.
“Effective Date” has the meaning set
forth in Section 16.11.
2.17.
“Exchange Act” means the Securities
Exchange Act of 1934, as in effect and as amended from time to
time, or any successor statute thereto, together with any rules,
regulations and interpretations promulgated thereunder or with
respect thereto.
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2.18.
“Exercise Value” has the meaning set
forth in Section 7.2.
2.19.
“Fair Market Value” on any date means
(a) the officially quoted closing price in the primary trading
session for a share of the Common Stock on the New York Stock
Exchange-Composite Transactions Tape or on any other stock
exchange, if any, on which the Common Stock is primarily traded (or
if no shares of the Common Stock were traded on such date, then on
the most recent previous date on which any shares of the Common
Stock were so traded), or (b) if clause (a) is not
applicable, the value of a share of the Common Stock for such date
as established by the Committee, using any reasonable method of
valuation consistent with the requirements of Section 409A of
the Code.
2.20.
“Incentive Stock Option” means any stock
option granted pursuant to the provisions of Section 6 of the
Plan (and the relevant Award Agreement) that is intended to be (and
is specifically designated as) an “incentive stock
option” within the meaning of Section 422 of the
Code.
2.21.
“Incumbent Board” has the meaning set
forth in Section 14.2.
2.22.
“Merger Event” has the meaning set forth
in Section 13.3.
2.23.
“Net Exercise” means a
Participant’s ability to exercise a Stock Option by directing
the Company to deduct from the shares of Common Stock issuable upon
exercise of his or her Stock Option a number of shares of Common
Stock having an aggregate Fair Market Value equal to the sum of the
aggregate exercise price therefor plus the amount of the
Participant’s minimum tax withholding (if any), whereupon the
Company shall issue to the Participant the net remaining number of
shares of Common Stock after such deductions.
2.24.
“Non-Employee Director” means a director
of the Company who is a “nonemployee director” within
the meaning of Rule 16b-3 promulgated under the Exchange
Act.
2.25.
“Non-Qualified Stock Option” means any
Stock Option granted pursuant to the provisions of Section 6
of the Plan (and the relevant Award Agreement) that is not an
Incentive Stock Option.
2.26.
“Old Plans ” means the Kellogg Company
2001 Long-Term Incentive Plan and the Kellogg Company 2003
Long-Term Incentive Plan.
2.27.
“Outside Director” means a director of
the Company who is an “outside director” within the
meaning of Section 162(m) of the Code.
2.28.
“Outstanding Company Common Stock” has
the meaning set forth in Section 14.2.
2.29.
“Outstanding Company Voting Securities”
has the meaning set forth in Section 14.2.
2.30.
“Participant” means any individual who is
selected from time to time under Section 5 to receive an Award
under the Plan.
2.31.
“Performance-Based Compensation” means
any Award that is intended to constitute “performance-based
compensation” within the meaning of Code
Section 162(m)(4)(C).
2.32.
“Performance Share Unit” or “Performance
Share” means an Award granted pursuant to the
provisions of Section 9 of the Plan and the relevant Award
Agreement, or a Restricted Share Unit or Restricted Share intended
to be Performance-Based Compensation.
2.33.
“Performance Unit” means an Award granted
pursuant to the provisions of Section 9 of the Plan and the
relevant Award Agreement.
2.34.
“Person” has the meaning set forth in
Section 14.2.
2.35.
“Plan” means this Kellogg Company 2009
Long-Term Incentive Plan, as set forth herein and as in effect and
as amended from time to time (together with any rules and
regulations promulgated by the Committee with respect
thereto).
2.36.
“Restricted Shares” means an Award of
restricted shares of Common Stock granted pursuant to the
provisions of Section 8 of the Plan and the relevant Award
Agreement.
2.37.
“Restricted Share Units” means an Award
granted pursuant to the provisions of Section 8 of the Plan
and the relevant Award Agreement.
2.38.
“Restriction Period” has the meaning set
forth in Section 8.3.
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2.39.
“Retirement” means the voluntary
termination by the Participant from active employment with the
Company and its Subsidiaries on or after the attainment of normal
retirement age under Company-sponsored pension or retirement plans,
or any other age with the consent of the Committee.
2.40.
“Section 16 Officer” means an
“officer” as such term is defined in Rule 16a-1(f)
of the Exchange Act.
2.41.
“Stock Appreciation Right” means an Award
described in Section 7.2 of the Plan and granted pursuant to
the provisions of Section 7 of the Plan.
2.42.
“Stock Option” means a Non-Qualified
Stock Option or an Incentive Stock Option.
2.43.
“Subsidiary(ies)” means any corporation
or other entity of which outstanding shares or ownership interests
representing 50% or more of the combined voting power of such
corporation or other entity entitled to elect the management
thereof, or such lesser percentage as may be approved by the
Committee, are owned directly or indirectly by the Company.
Notwithstanding the foregoing, for purposes of Incentive Stock
Options, “Subsidiary” means any subsidiary corporation
of the Company within the meaning of Section 424(f) of the
Code.
3.
ADMINISTRATION .
3.1.
The Committee. The Plan shall be administered by the
Compensation Committee of the Board, as constituted from time to
time. The Committee shall consist of two or more non-employee
directors, each of whom shall be (i) a “non-employee
director” as defined in Rule 16b-3 of the Exchange Act;
(ii) to the extent required by Section 162(m) of the
Code, an “outside director” as defined under
Section 162(m) of the Code; and (iii) an
“independent director” as defined under
Section 303A of the Listed Company Manual of the New York
Stock Exchange or such other applicable stock exchange rule. To the
extent no Committee exists that has the authority to administer
this Plan, the functions of the Committee shall be exercised by the
Board. If for any reason the appointed Committee does not meet the
requirements of Rule 16b-3 of the Exchange Act,
Section 162(m) of the Code or Section 303A of the Listed
Company Manual, such noncompliance shall not affect the validity of
Awards, grants, interpretations or other actions of the
Committee.
3.2.
Plan Administration and Plan Rules. The Committee is
authorized to construe and interpret the Plan and to promulgate,
amend and rescind rules and regulations relating to the
implementation, administration and maintenance of the Plan. Subject
to the terms and conditions of the Plan, the Committee shall make
all determinations necessary or advisable for the implementation,
administration and maintenance of the Plan including, without
limitation, (a) selecting the Plan’s Participants,
(b) making Awards in such amounts and form as the Committee
shall determine, (c) imposing such restrictions, terms and
conditions upon such Awards as the Committee shall deem
appropriate, and (d) correcting any technical defect(s) or
technical omission(s), or reconciling any technical
inconsistency(ies), in the Plan and/or any Award Agreement. Subject
to applicable law, the Committee may designate persons other than
members of the Committee to carry out the day-to-day ministerial
administration of the Plan under such conditions and limitations as
it may prescribe. Subject to the requirements of
Section 157(c) of the Delaware General Corporation Law (or any
successor statute), the Committee may, in its sole discretion,
delegate its authority to one or more senior executive officers for
the purpose of making Awards to Participants who are not
Section 16 Officers, but no officer of the Company shall have
the authority to grant Awards to himself or herself. Any such
delegation shall be made by resolution of the Board and such
resolution shall set forth the total number of shares of Common
Stock that may be subject to Awards granted pursuant to such
delegation. The Committee’s determinations under the Plan
need not be uniform and may be made selectively among Participants,
whether or not such Participants are similarly situated. Any
determination, decision or action of the Committee in connection
with the construction, interpretation, administration,
implementation or maintenance of the Plan shall be final,
conclusive and binding upon all Participants and any person(s)
claiming under or through any Participants. The Company shall
effect the granting of Awards under the Plan, in accordance with
the determinations made by the Committee, by execution of Award
Agreements in such form as is approved by the Committee.
3.3.
Liability Limitation. Neither the Board, the
Committee, nor any member of either, or any of their designees,
shall be liable for any act, omission, interpretation, construction
or determination made in good faith in connection with the Plan (or
any Award Agreement) or any transaction hereunder, and the members
of the Board and the Committee shall be entitled to indemnification
and reimbursement by the Company in respect of any claim, loss,
damage or expense (including, without limitation, attorneys’
fees) arising or resulting therefrom to the fullest extent
permitted by law and/or under any directors and officers liability
insurance coverage which may be in effect from time to
time.
4. TERM OF
PLAN/COMMON STOCK SUBJECT TO PLAN .
4.1.
Limitations for Incentive Stock Options. Incentive
Stock Options may not be granted following February 19, 2019,
which is the ten-year anniversary of the Board’s adoption of
the Plan. The maximum number of shares of Common
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Stock that may be issued pursuant
to the grant of Incentive Stock Options under the Plan shall be
27,000,000 shares (as may be adjusted pursuant to
Section 13.2), without regard to the provisions of
Section 4.2(ii).
4.2.
Limitations for Common Stock.
(i) The maximum
number of shares of Common Stock in respect of which Awards may be
granted or paid out under the Plan, subject to adjustment as
provided in this Section, Section 4.3 and Section 13.2 of
the Plan, shall not exceed 27,000,000 shares, plus the
aggregate number of shares of Common Stock described in
Section 4.2(ii).
(ii) Any shares of
Common Stock that are subject to Collective Awards that expire or
lapse or are forfeited, surrendered, cancelled, terminated or
settled in cash in lieu of Common Stock shall again be available
for Awards under the Plan to the extent of such expiration,
forfeiture, surrender, cancellation, termination or settlement of
such Collective Awards (as may be adjusted pursuant to
Section 13.2). Shares of Common Stock that as of the Effective
Date have not been issued under the Old Plans, and are not covered
by outstanding awards under the Old Plans granted on or before the
Effective Date, shall not be available for Awards under the
Plan.
(iii) Common Stock
which may be issued under the Plan may be either authorized and
unissued shares or issued shares which have been reacquired by the
Company (in the open-market or in private transactions) and which
are being held as treasury shares. No fractional shares of Common
Stock shall be issued under the Plan, and the Committee shall
determine the manner in which fractional share value shall be
treated.
(iv) In the event
of a change in the Common Stock of the Company that is limited to a
change in the designation thereof to “Capital Stock” or
other similar designation, or to a change in the par value thereof,
or from par value to no par value, without increase or decrease in
the number of issued shares, the shares resulting from any such
change shall be deemed to be the Common Stock for purposes of the
Plan.
(v) The maximum
number of shares of Common Stock that may be issued pursuant to the
grant of Awards (other than Stock Options and Stock Appreciation
Rights) under the Plan shall not exceed 5,000,000 shares (as
may be adjusted pursuant to Section 13.2).
4.3.
Computation of Available Shares.
(i) For the purpose
of computing the total number of shares of Common Stock available
for Awards under the Plan, there shall be counted against the
limitations set forth in Section 4.2 of the Plan (subject to
the remainder of this Section and Section 13.2) the maximum
number of shares of Common Stock issued upon exercise or settlement
of Awards granted under Sections 6 and 7 of the Plan and the
number of shares of Common Stock issued under grants of Restricted
Shares, Restricted Share Units and Performance Share Units pursuant
to Sections 8 and 9 of the Plan, in each case determined as of
the date on which such Awards are issued.
(ii) If a Stock
Appreciation Right is settled, in part or in whole, through the
issuance of shares of Common Stock or Restricted Shares, then all
shares that were covered by the exercised Stock Appreciation Right
shall not again be available for issuance under the
Plan.
(iii) If the
exercise price of any Award is paid by tender to the Company, or
attestation to the ownership, of shares of Common Stock owned by
the Participant, or by means of a Net Exercise, the number of
shares of Common Stock available for issuance under the Plan shall
be reduced by the gross number of shares of Common Stock for which
the Award is exercised.
(iv) Shares of
Common Stock withheld or deducted by the Company for tax
withholding obligations pursuant to Section 16.1 shall not
again be available for issuance under the Plan.
(v) Shares of
Common Stock repurchased on the open market with the proceeds from
the exercise of an Award shall not be added to the shares of Common
Stock available for Awards under this Plan.
4.4.
Maximum Yearly Awards. The maximum annual Common
Stock amounts in this Section 4.4 are subject to adjustment
under Section 13.2 and are subject to the Plan maximum
determined pursuant to Sections 4.2 and 4.3.
4.4.1 Stock
Options and Stock Appreciation Rights. The maximum number
of shares of Common Stock that may be subject to Awards of Stock
Options or Stock Appreciation Rights to any Participant in any
calendar year under the Plan shall not exceed 2,000,000 shares
of Common Stock.
4.4.2
Restricted Shares and Restricted Share Units. There
is no annual individual share limitation for Awards of Restricted
Shares or Restricted Share Units which are not intended to be
Performance-Based Compensation.
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4.4.3
Performance Share Units . The maximum number of
shares of Common Stock that may be subject to Performance Share
Units granted to any Participant in any calendar year under the
Plan shall not exceed 1,000,000 shares of Common
Stock.
4.4.4
Performance Units . The maximum cash amount payable
under any Performance Unit intended to be Performance-Based
Compensation to any Participant for any calendar year shall be
$10 million.
4.5.
Minimum Purchase Price. Notwithstanding any provision
of the Plan to the contrary, if authorized but previously unissued
shares of Common Stock are issued under the Plan, such shares shall
not be issued for consideration that is less than as permitted
under applicable law.
5.
ELIGIBILITY . Individuals eligible for Awards under
the Plan shall consist of employees, officers and directors, or
those who will become employees, officers or directors, of the
Company and/or its Subsidiaries whose performance or contribution,
in the sole discretion of the Committee, benefits or will benefit
the Company or any Subsidiary.
6. STOCK
OPTIONS .
6.1.
Terms and Conditions. Stock Options granted under the
Plan shall be in respect of Common Stock and may be in the form of
Incentive Stock Options or Non-Qualified Stock Options. Such Stock
Options shall be subject to the terms and conditions set forth in
this Section 6 and any additional terms and conditions, not
inconsistent with the express terms and provisions of the Plan, as
the Committee shall set forth in the relevant Award
Agreement.
6.2.
Grant. Stock Options may be granted under the Plan in
such form as the Committee may from time to time approve. Stock
Options may be granted alone or in addition to other Awards under
the Plan or in tandem with Stock Appreciation Rights. Additional
provisions shall apply to Incentive Stock Options granted to any
employee who owns (within the meaning of Section 422(b)(6) of
the Code) more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or its parent
corporation or any Subsidiary of the Company, within the meaning of
Sections 424(e) and (f) of the Code (a “10%
Shareowner” ).
6.3.
Exercise Price. The exercise price per share of
Common Stock subject to a Stock Option shall be determined by the
Committee; provided, however, that the exercise price of a Stock
Option shall not be less than one hundred percent (100%) of the
Fair Market Value of the Common Stock on the grant date of such
Stock Option; provided, further, however, that, in the case of a
10% Shareowner, the exercise price of an Incentive Stock Option
shall not be less than one hundred ten percent (110%) of the Fair
Market Value of the Common Stock on the grant date.
6.4.
Term. The term of each Stock Option shall be such
period of time as is fixed by the Committee; provided, however,
that the term of any Stock Option shall not exceed ten
(10) years (five (5) years, in the case of a 10%
Shareowner receiving an Incentive Stock Option) after the date
immediately preceding the date on which the Stock Option is
granted.
6.5.
Method of Exercise. A Stock Option may be exercised,
in whole or in part, by giving written notice of exercise to the
Secretary of the Company, or the Secretary’s designee,
specifying the number of shares to be purchased. Such notice shall
be accompanied by payment in full of the exercise price. The
methods of payment permitted by this Plan for payment in full of
the aggregate exercise price of a Stock Option are as follows:
(i) by cash, certified check, bank draft, electronic transfer,
or money order payable to the order of the Company, (ii) if
permitted by the Committee in its sole discretion, by surrendering
(or attesting to the ownership of) shares of Common Stock already
owned by the Participant, (iii) pursuant to a Net Exercise
arrangement; provided, however, that in such event, the
Committee may exercise its discretion to limit the use of a Net
Exercise solely with respect to the portion of such payment
required to be made with respect to tax withholding, or
(iv) if permitted by the Committee (in its sole discretion)
and applicable law, by delivery of, alone or in conjunction with a
partial cash or instrument payment, some other form of payment
acceptable to the Committee. Payment instruments shall be received
by the Company subject to collection. The proceeds received by the
Company upon exercise of any Stock Option may be used by the
Company for general corporate purposes. Any portion of a Stock
Option that is exercised may not be exercised again. The shares
issued to an optionee for the portion of any Stock Option exercised
by attesting to the ownership of shares shall not exceed the number
of shares issuable as a result of such exercise (determined as
though payment in full therefor were being made in cash) less the
number of shares for which attestation of ownership is submitted.
The value of owned shares submitted (directly or by attestation) in
full or partial payment for the shares purchased upon exercise of a
Stock Option shall be equal to the aggregate Fair Market Value of
such owned shares on the date of the exercise of such Stock
Option.
6.6.
Exercisability. Any Stock Option granted under the
Plan shall become exercisable on such date or dates, or based on
the attainment of such performance goals, as determined by the
Committee (in its sole discretion) at any time
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and from time to time in respect of
such Stock Option, and as set forth in the applicable Award
Agreement. Notwithstanding anything to the contrary contained in
this Section 6.6, unless otherwise provided in an Award
Agreement, such Stock Option shall become one hundred percent
(100%) vested and exercisable as to the aggregate number of shares
of Common Stock underlying such Stock Option upon the death,
Disability or Retirement of the Participant.
6.7.
Tandem Grants. If Non-Qualified Stock Options and
Stock Appreciation Rights are granted in tandem, as designated in
the relevant Award Agreements, the right of a Participant to
exercise any such tandem Stock Option shall terminate to the extent
that the shares of Common Stock subject to such Stock Option are
used to calculate amounts or shares receivable upon the exercise of
the related tandem Stock Appreciation Right.
6.8.
No Reload Provision. Stock Options granted under this
Plan shall not contain any provision entitling the optionee to the
automatic grant of additional Stock Options in connection with any
exercise of the original Stock Option.
7. STOCK
APPRECIATION RIGHTS .
7.1.
Terms and Conditions. The grant of Stock Appreciation
Rights under the Plan shall be subject to the terms and conditions
set forth in this Section 7 and any additional terms and
conditions, not inconsistent with the express terms and provisions
of the Plan, as the Committee shall set forth in the relevant Award
Agreement.
7.2.
Stock Appreciation Rights. A Stock Appreciation Right
is an Award granted with respect to a specified number of shares of
Common Stock, as shall be determined by the Committee, entitling a
Participant to receive an amount equal to the excess of the Fair
Market Value of a share of Common Stock on the date of exercise
(the “Exercise Value” ) over the Fair
Market Value of a share of Common Stock on the grant date of the
Stock Appreciation Right (the “Base
Value” ), multiplied by the number of shares of
Common Stock with respect to which the Stock Appreciation Right
shall have been exercised. In the case of a Stock Appreciation
Right related to a Stock Option described in Section 6.7, the
Base Value shall be the purchase price of a share of Common Stock
under the Stock Option, provided, however, such amount may not be
less than the Fair Market Value of the Common Stock on the date the
Stock Appreciation Right is awarded. The Base Value of a Stock
Appreciation Right shall not be less than one hundred percent
(100%) of the Fair Market Value of the Common Stock on the grant
date of such Stock Appreciation Right.
7.3.
Grant. A Stock Appreciation Right may be granted in
addition to any other Award under the Plan or in tandem with or
independent of a Non-Qualified Stock Option.
7.4.
Term. The term of each Stock Appreciation Right shall
be such period of time as is fixed by the Committee; provided,
however, that the term of any Stock Appreciation Right shall not
exceed ten (10) years after the date immediately preceding the
date on which the Stock Appreciation Right is granted.
7.5.
Date of Exercisability. In respect of any Stock
Appreciation Right granted under the Plan, unless otherwise
(a) determined by the Committee (in its sole discretion) at
any time and from time to time in respect of any such Stock
Appreciation Right, or (b) provided in the Award Agreement, a
Stock Appreciation Right may be exercised by a Participant, in
accordance with and subject to all of the procedures established by
the Committee, in whole or in part at such time or times and/or
based on the achievement of such performance goals as determined by
the Committee in its sole discretion. Notwithstanding the preceding
sentence, in no event shall a Stock Appreciation Right be
exercisable prior to the exercisability of any Non-Qualified Stock
Option with which it is granted in tandem. The Committee may also
provide, as set forth in the relevant Award Agreement and without
limitation, that some Stock Appreciation Rights shall be
automatically exercised and settled on one or more fixed dates
specified therein by the Committee.
7.6.
Form of Payment. Upon exercise of a Stock
Appreciation Right, payment may be made to the Participant in
respect thereof in cash, in Restricted Shares or in shares of
unrestricted Common Stock, or in any combination thereof, as the
Committee, in its sole discretion, shall determine and provide in
the relevant Award Agreement.
7.7.
Tandem Grant. The right of a Participant to exercise
a tandem Stock Appreciation Right shall terminate to the extent
such Participant exercises the Non-Qualified Stock Option to which
such Stock Appreciation Right is related.
8.
RESTRICTED SHARES AND RESTRICTED SHARE UNITS
.
8.1.
Restricted Share and Restricted Share Unit Grants. A
grant of Restricted Shares is an Award of shares of Common Stock
granted to a Participant, subject to such restrictions, terms and
conditions as the Committee deems appropriate, including, without
limitation, (a) restrictions on the sale, assignment,
transfer, hypothecation or other disposition of such shares,
(b) the requirement that the Participant deposit such shares
with the Company while such shares are subject to such
restrictions, and (c) the requirement that such shares be
forfeited upon termination of employment for specified reasons
within a specified period of time or for other reasons (including,
without limitation, the
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failure to achieve designated
performance goals). A grant of Restricted Share Units is a notional
Award of shares of Common Stock which entitle the Participant to a
number of unrestricted shares of Common Stock equal to (or a cash
amount equal in value to such number of unrestricted shares of
Common Stock) the number of Restricted Share Units upon the lapse
of similar r
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