LAM RESEARCH CORP
EXHIBIT 10.108
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<TYPE>EX-10.108
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<FILENAME>f29652exv10w108.htm
<DESCRIPTION>EXHIBIT 10.108
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;10.108</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>LAM RESEARCH CORPORATION<BR>
2007 Stock Incentive Plan<BR>
Restricted Stock Unit Award Agreement<BR>
(Outside Director Agreement)<BR>
(Non-U.S. Agreement)</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the terms of the 2007 Stock Incentive Plan (the &#147;Plan&#148;) Lam Research Corporation,
a Delaware corporation (the &#147;Company&#148;), hereby awards Restricted Stock Units to the Plan
participant (the &#147;Participant&#148;) who is an outside director of the Company on the terms and
conditions as set forth in this Restricted Stock Unit Award Agreement (the &#147;Agreement&#148;) and the
Plan. Capitalized terms used but not defined in this Agreement shall have the meaning specified in
the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>NOW, THEREFORE</B>, it is hereby agreed as follows:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;<U>Award of Restricted Stock Units</U>. Subject to the terms and conditions of this
Agreement and the Plan (the terms of which are incorporated herein by reference) and effective as
of the date set forth above, the Company hereby grants to the Participant &#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;
(&#95;&#95;&#95;) Restricted Stock Units. The Restricted Stock Units represent an unfunded, unsecured
promise by the Company to deliver Shares of Company common stock (the &#147;Company Stock&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;<U>Vesting</U>. Subject to the terms and conditions of this Agreement and provided that
the Participant continues to provide Service (as defined in Section&nbsp;3 below) to the Company (or any
Affiliate), the Restricted Stock Units will vest and become payable in Shares of Company Stock (as
set forth in Section&nbsp;4) on November&nbsp;1, 200&#95;&#95;&#95;(&#147;Vesting Date&#148;):
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event of a Change in Control of the Company, the Restricted Stock Units are governed by
Section&nbsp;10 of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;<U>Effect of Termination of Service or Leave of Absence</U>. For purposes of
this Agreement, &#147;Service&#148; shall mean the performance of services for the Company (or any Affiliate)
in the capacity of an Employee, Executive, Officer or Company Director. If the Participant&#146;s
Service is Terminated by the Participant or by the Company or an Affiliate for any reason,
including Participant&#146;s death or &#147;disability&#148; (as defined in Section 22(e) of the Code) before all
Restricted Stock Units have vested, the unvested Restricted Stock Units shall be forfeited by the
Participant. As of the 31st (or 91st if reemployment is guaranteed by statute or contract) day of
a leave of absence, vesting of the Restricted Stock Units will be suspended and vesting credit will
no longer accrue, unless otherwise determined by the Committee or required by contract, statute or
applicable local law. If the Participant returns to Service immediately after the end of an
approved leave of absence, vesting credit shall continue to accrue from that date of continued
Service.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;<U>Form and Timing of Payment</U>. Subject to Section&nbsp;6 of this Agreement, on January
31<SUP style="font-size: 85%; vertical-align: text-top">st</SUP> of the calendar year following the Vesting Date, the Restricted Stock Units shall
automatically be converted into unrestricted Shares (such date being the end of the &#147;Restricted
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Period&#148;). Such Shares will be issued to the Participant (as evidenced by the appropriate
entry in the books of the Company or a duly authorized transfer agent of the Company) as soon as
practicable after the end of the Restricted Period, but in any event, within the period required by
applicable statutory requirements, including, without limitation, Section&nbsp;409A of the Internal
Revenue Code of 1986, as amended.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;<U>No Dividend Payments</U>. Unless the Award is adjusted pursuant to Section&nbsp;10.2 of the
Plan with respect to changes in the Company&#146;s capital structure, at the Company&#146;s sole discretion,
the Participant may be entitled to receive cash payments equal to any cash dividends declared by
the Board on the Company&#146;s Stock and other distributions paid with respect to a number of Shares
that corresponds to the number of Restricted Stock Units each Participant holds. If any such
dividends or distributions are paid in Shares, the Fair Market Value of such Shares, measured as of
the dividend payment date, shall be converted into Restricted Stock Units, and such Restricted
Stock Units shall be subject to the same forfeiture restrictions and restrictions on
transferability that apply to the Restricted Stock Units with respect to which they relate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;<U>Tax Withholding Obligations</U>. Regardless of any action the Company or the
Participant&#146;s actual employer (the &#147;Employer&#148;) takes with respect to any or all income tax
(including federal, state and local taxes), social insurance, payroll tax, payment on account or
other tax-related withholding (&#147;Tax-Related Items&#148;), the Participant acknowledges that the ultimate
liability for all Tax-Related Items legally due by the Participant is and remains the Participant&#146;s
responsibility and that the Company and/or the Employer (i)&nbsp;make no representations or undertakings
regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted
Stock Units, including the grant of the Restricted Stock Units, the vesting of the Restricted Stock
Units, the conversion of the Restricted Stock Units into Shares or the receipt of an equivalent
cash payment, the subsequent sale of any Shares acquired at vesting and the receipt of any
dividends; and (ii)&nbsp;do not commit to structure the terms of the grant or any aspect of the
Restricted Stock Units to reduce or eliminate the Participant&#146;s liability for Tax-Related Items.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Prior to the issuance of Shares hereunder, in the event that withholding or similar
obligations of the Company and/or the Employer are required by applicable laws, the Participant
authorizes the Company or the Employer to withhold all applicable Tax-Related Items legally payable
by the Participant in Shares, provided that the Company or the Employer shall withhold only the
amount of Shares necessary to satisfy the minimum withholding amount (or such higher amount as is
allowable without adverse accounting consequences); such withholding will result in issuance of a
lower number of Shares to the Participant. The Participant shall pay to the Company or to the
Employer any amount of Tax-Related Items that the Company or the Employer may be required to
withhold as a result of the Participant&#146;s receipt of Restricted Stock Units, the vesting of
Restricted Stock Units, the receipt of an equivalent cash payment, or the conversion of vested
Restricted Stock Units to Shares that cannot be satisfied by the withholding of Shares. The
Company may refuse to deliver Shares to the Participant if the Participant fails to comply with his
or her obligation in connection with the Tax-Related Items as described herein. The Participant
hereby consents to any action reasonably taken by the Company or the Employer to meet his or her
obligation for Tax-Related Items.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;<U>Restriction on Transferability</U>. During the Restricted Period, neither the
Restricted Stock Units, nor the Shares or any beneficial interest therein, may be sold,
transferred, pledged, assigned, or otherwise alienated at any time. Any attempt to do so contrary
to the provisions hereof shall be null and void. Notwithstanding the above, distribution can be
made pursuant to will, the laws of descent and distribution, intra-family transfer instruments or
to an inter vivos trust.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;<U>Requirements of Law</U>. The issuance of Shares of Company Stock at the end of the
Restricted Period is subject to Section&nbsp;13 of the Plan, which generally provides that any such
issuance shall be subject to compliance by the Company and the Participant with all applicable
requirements of law relating thereto and with all applicable regulations of any stock exchange on
which the Company Stock may be listed for trading at the time of such issuance. The inability of
the Company to obtain approval from any regulatory body having authority deemed by the Company to
be necessary to the lawful issuance of any Company Stock hereby shall relieve the Company of any
liability with respect to the non-issuance of the Company Stock as to which such approval shall not
have been obtained. The Company, however, shall use its best efforts to obtain all such approvals.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;<U>Rights as Shareholder</U>. Subject to Section&nbsp;5 above, the Participant shall not have
voting or any other rights as a shareholder of the Company with respect to the Restricted Stock
Units. Upon settlement of the Participant&#146;s Restricted Stock Units into Shares (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company), the Participant will obtain full voting and other rights as a shareholder of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;<U>No Compensation Deferrals</U>. Neither the Plan nor this Agreement is intended to
provide for an elective deferral of compensation that would be subject to Section&nbsp;409A (&#147;Section
409A&#148;) of the Internal Revenue Code of 1986, as amended (the &#147;Code&#148;). If, notwithstanding the
parties&#146; intent in this regard, at the time of the Participant&#146;s Termination of Service, he or she
is determined to be a &#147;specified employee&#148; as defined in Code Section&nbsp;409A, and one or more of the
payments or benefits received or to be received by the Participant pursuant to the Restricted Stock
Units would constitute deferred compensation subject to Code Section&nbsp;409A, no such payment or
benefit will be provided under the Stock Units until the earliest of (A)&nbsp;the date which is six (6)
months after the Participant&#146;s &#147;separation from service&#148; for any reason, other than death or
&#147;disability&#148; (as such terms are used in Section&nbsp;409A(a)(2) of the Code), (B)&nbsp;the date of the
Participant&#146;s death or &#147;disability&#148; (as such term is used in Section&nbsp;409A(a)(2)(C) of the Code), or
(C)&nbsp;the effective date of a &#147;change in the ownership or effective control&#148; or a &#147;change in
ownership of a substantial portion of the assets&#148; of the Company (as such terms are used in Section
409A(a)(2)(A)(v) of the Code). The provisions of this Section&nbsp;10 shall only apply to the extent
required to avoid the Participant&#146;s incurrence of any penalty tax or interest under Code Section
409A or any regulations or Treasury guidance promulgated thereunder. In addition, if any provision
of the Restricted Stock Units would cause the Participant to incur any penalty tax or interest
under Code Section&nbsp;409A or any regulations or Treasury guidance promulgated
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">thereunder, the Company reserves the right, to the extent the Company deems necessary or
advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to
conform it to the maximum extent practicable to the original intent of the applicable provision
without violating the provisions of Code Section&nbsp;409A, including without limitation to limit
payment or distribution of any amount of benefit hereunder in connection with a Change in Control
to a transaction meeting the definitions referred to in clause (C)&nbsp;above, or in connection with any
disability to a disability as referred to in (B)&nbsp;above; provided however that the Company makes no
representation that this Restricted Stock Unit is not subject to Section&nbsp;409A nor makes any
undertaking to preclude Section&nbsp;409A from applying to this Restricted Stock Unit. In addition, to
the extent the Company determines it appropriate to accelerate any vesting conditions applicable to
this award, then to the extent necessary to avoid the Participant&#146;s incurring any penalty tax or
interest as a result of such vesting acceleration under Code Section&nbsp;409A or any regulations or
Treasury guidance promulgated thereunder, and notwithstanding Section&nbsp;4 above, the Company may as a
condition to extending such acceleration benefits provide for the Shares to be issued upon
settlement of the Restricted Stock Units to be issued on the earliest date (the &#147;Permitted
Distribution Date&#148;) that would obviate application of such penalty or interest rather than issuing
them upon the date on which such vesting is effective as would otherwise be required under Section
2 (or as soon as practicable after such Permitted Distribution Date and in no event later than that
last day of the grace period following such date permitted under Code Section&nbsp;409A).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;<U>Administration</U>. The Committee shall have the power to interpret the Plan and this
Agreement and to adopt such rules for the administration, interpretation, and application of the
Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and
all interpretations and determinations made by the Committee shall be final and binding upon the
Participant, the Company, and all other interested persons. No member of the Committee shall be
personally liable for any action, determination, or interpretation made in good faith with respect
to the Plan or this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;<U>Effect on Other Employee Benefit Plans</U>. The value of the Restricted Stock Units
granted pursuant to this Agreement shall not be included as compensation, earnings, salaries, or
other similar terms used when calculating the Participant&#146;s benefits under any employee benefit
plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides.
The Company expressly reserves its rights to amend, modify, or terminate any of the Company&#146;s or
any Affiliate&#146;s employee benefit plans.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;<U>No Employment Rights</U>. The award of the Restricted Stock Units pursuant to this
Agreement shall not give the Participant any right to continued Service with the Company or an
Affiliate and shall not interfere with the ability of the Employer to terminate the Participant&#146;s
Service with the Company at any time with or without cause.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14. <U>Nature of the Grant</U>. In accepting the Restricted Stock Unit, the Participant
acknowledges that:
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a. the Plan is established voluntarily by the Company, it is discretionary in nature and may
be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided
in the Plan and this Agreement;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;b. the grant of Restricted Stock Units is voluntary and occasional and does not create any
contractual or other right to receive future awards of Restricted Stock Units, or benefits in lieu
of Restricted Stock Units even if Restricted Stock Units have been awarded repeatedly in the past;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;c. all decisions with respect to future grants of Restricted Stock Units, if any, will be at
the sole discretion of the Company;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;d. the Participant&#146;s participation in the Plan is voluntary;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;e. Restricted Stock Units are an extraordinary item that do not constitute compensation of any
kind for services of any kind rendered to the Company or to the Employer, and Restricted Stock
Units are outside the scope of the Participant&#146;s employment contract, if any;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;f. Restricted Stock Units are not part of normal or expected compensation or salary for any
purpose, including, but not limited to, calculation of any overtime, severance, resignation,
termination, redundancy, end of service payments, bonuses, long-service awards, pension or
retirement benefits or similar payments and in no event should be considered as compensation for,
or relating in any way to, past services for the Company or the Employer;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;g. in the event that the Participant is not an employee of the Company, the grant of
Restricted Stock Units will not be interpreted to form an employment contract or relationship with
the Company; and furthermore, the grant of Restricted Stock Units will not be interpreted to form
an employment contract with the Employer or any Affiliate;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;h. the future value of the underlying Shares is unknown and cannot be predicted with
certainty;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;i. if the Participant receives Shares upon vesting of the Restricted Stock Units, the value
of such Shares may increase or decrease in value;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;j. in consideration of the grant of Restricted Stock Units, no claim or entitlement to
compensation or damages arises from termination of the Restricted Stock Units or diminution in
value of the Restricted Stock Units or shares received upon vesting of Restricted Stock Units
resulting from termination of the Participant&#146;s Service to the Company or the Employer (for any
reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably
releases the Company and the Employer from any such claim that may arise; if, notwithstanding the
foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by
signing this Agreement, the Participant shall be deemed irrevocably to have waived his or her
entitlement to pursue such claim;
</DIV>


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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;k. further, in consideration of the grant of Restricted Stock Units, no claim or entitlement
to compensation or damages arises if, in satisfying the Participant&#146;s (and/or the Employer&#146;s)
obligation for Tax-Related Items pursuant to Section&nbsp;6 of this Agreement, the Company and/or the
Employer withholds an amount in excess of the amount legally required to be withheld, and the
Participant irrevocably releases the Company and the Employer from any such claim that may arise;
if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to
have arisen, then, by signing this Agreement, the Participant shall be deemed irrevocably to have
waived his or her entitlement to pursue such claim or damages; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;l. in the event of termination of the Participant&#146;s Service (whether or not in breach of local
labor laws), the Participant&#146;s right to receive Restricted Stock Units and vest under the Plan, if
any, will terminate effective as of the date that the Participant is no longer actively providing
Service to the Company and will not be extended by any notice period mandated under local law
(<I>e.g</I>., active Service would not include a period of &#147;garden leave&#148; or similar period pursuant to
local law); furthermore, in the event of termination of Service (whether or not in breach of local
labor laws), the Participant&#146;s right to receive shares pursuant to the Restricted Stock Units after
termination of Service, if any, will be measured by the date on which the Participant no longer
actively provides Service to the Company and will not be extended by any notice period mandated
under local law; the Committee shall have the exclusive discretion to determine when the
Participant is no longer actively providing Service for purposes of the grant of Restricted Stock
Units.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;<U><B><I>Data Privacy Notice and Consent</I></B></U><B><I>. The Participant hereby explicitly and
unambiguously consents to the collection, use and transfer, in electronic or other form, of his or
her personal data as described in this Agreement by and among, as applicable, the Employer, the
Company and its Affiliates for the exclusive purpose of implementing, administering and managing
the Participant&#146;s participation in the Plan.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>The Participant understands that the Company and the Employer may hold certain personal
information about the Participant, including, but not limited to, the Participant&#146;s name, home
address and telephone number, date of birth, social insurance number or other identification
number, salary, nationality, job title, any shares of stock or directorships held in the Company,
details of all Restricted Stock Units or any other entitlement to shares awarded, canceled, vested,
unvested or outstanding in the Participant&#146;s favor, for the purpose of implementing, administering
and managing the Plan (&#147;Data&#148;).</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>The Participant understands that Data may be transferred to any third parties assisting in the
implementation, administration and management of the Plan, that these recipients may be located in
the Participant&#146;s country, or elsewhere, and that the recipient&#146;s country may have different data
privacy laws and protections than the Participant&#146;s country. The Participant understands that the
Participant may request a list with the names and addresses of any potential recipients of the Data
by contacting his or her local human resources representative. The Participant authorizes the
recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for
the purposes of implementing, administering and managing his or her participation in the Plan,
including any requisite transfer of such</I></B>
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B><I>Data as may be required to a broker, escrow agent or other third party with whom the shares
received upon vesting of the Restricted Stock Units may be deposited. The Participant understands
that Data will be held only as long as is necessary to implement, administer and manage his or her
participation in the Plan. The Participant understands that he or she may, at any time, view Data,
request additional information about the storage and processing of Data, require any necessary
amendments to Data or refuse or withdraw the consents herein, in any case without cost, by
contacting in writing his or her local human resources representative. The Participant
understands, however, that refusal or withdrawal of consent may affect his or her ability to
participate in the Plan. For more information on the consequences of his or her refusal to consent
or withdrawal of consent, the Participant understands that he or she may contact his or her local
human resources representative.</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.&nbsp;<U>Amendment of Agreement</U>. This Agreement may be amended only by a writing executed
by the Company and the Participant, which specifically states that it is amending this Agreement.
Notwithstanding the foregoing, this Agreement may be amended unilaterally by the Committee by a
writing which specifically states that it is amending this Agreement, so long as a copy of such
amendment is delivered to the Participant, and provided that no such amendment adversely affects
the rights of the Participant. Limiting the foregoing, the Committee reserves the right to change,
by written notice to the Participant, the provisions of the Restricted Stock Units or this
Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant as a
result of any change in applicable laws or regulations or any future law, regulation, ruling, or
judicial decision, (including, but in no way limited to, Code Section&nbsp;409A as described in Section
10 of this Agreement), provided that such amendment shall not impair the rights of the Participant
with respect to outstanding Restricted Stock Units without the Participant&#146;s written consent.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.&nbsp;<U>Notices</U>. Any notice to be given under the terms of this Agreement to the Company
shall be addressed to the Company in care of its Stock Administrator. Any notice to be given to
the Participant shall be addressed to the Participant at the address listed in the Company&#146;s
records. By a notice given pursuant to this Section, either party may designate a different
address for notices. Any notice shall have been deemed given when actually delivered.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;18.&nbsp;<U>Severability</U>. The provisions of this Agreement are severable and if all or any
part of this Agreement or the Plan is declared by any court or governmental authority to be
unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of this
Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or
part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a
manner which will give effect to the terms of such Section or part of a Section to the fullest
extent possible while remaining lawful and valid.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;19.&nbsp;<U>Construction</U>. The Restricted Stock Units are being issued pursuant to Section&nbsp;7
of the Plan and are subject to the terms of the Plan. A copy of the Plan is available upon request
during normal business hours at the principal executive offices of the Company. To the extent that
any provision of this Agreement violates or is inconsistent with an express provision of the
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Plan, the Plan provision shall govern and any inconsistent provision in this Agreement shall
be of no force or effect.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;20.&nbsp;<U>Electronic Delivery</U>. The Company may, in its sole discretion, decide to deliver
any documents related to the Restricted Stock Units granted under the Plan and participation in the
Plan or future Restricted Stock Units that may be granted under the Plan by electronic means or to
request the Participant&#146;s consent to participate in the Plan by electronic means. The Participant
hereby consents to receive such documents by electronic delivery and, if requested, to agree to
participate in the Plan through an on-line or electronic system established and maintained by the
Company or another third party designated by the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;21.&nbsp;<U>Entire Agreement</U>. The Plan is incorporated herein by reference. The Plan and
this Agreement constitute the entire agreement of the Company and the Participant with respect to
the subject matter hereof and supersede in their entirety all prior undertakings and agreements of
the Company and the Participant with respect to the subject matter hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;22.&nbsp;<U>Language</U>. If the Participant has received this Agreement or any other document
related to the Plan translated into a language other than English and if the translated version is
different than the English version, the English version will control.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;23.&nbsp;<U>Miscellaneous</U>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a. The Company has established the Plan voluntarily, it is discretionary in nature and the
Board may terminate, amend, or modify the Plan at any time; provided, however, that no such
termination, amendment, or modification of the Plan may in any way adversely affect the
Participant&#146;s rights under this Agreement, without the Participant&#146;s written approval unless such
termination, amendment, or modification of the Plan is necessary in order to comply with any change
in applicable laws or regulations or any future law, regulation, ruling, or judicial decision.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;b. All obligations of the Company under the Plan and this Agreement, with respect to the
Restricted Stock Units, shall be binding on any successor to the Company, whether the existence of
such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise,
of all or substantially all of the business and/or assets of the Company.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;c. To the extent not preempted by United States federal law, this Agreement shall be governed
by, and construed in accordance with, the laws of the State of California, without regard to its
principles of conflict of laws.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;24.&nbsp;<U>Agreement to Participate</U>. By executing this Agreement, the Participant agrees to
abide by all of the governing terms and provisions of the Plan and this Agreement. Additionally,
the Participant acknowledges having read and understood the terms and conditions of this Agreement,
and specifically agrees to be bound by the terms thereof. <B>The Participant must acknowledge his or
her agreement to participate in the Plan and to abide by all of the</B>
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>governing terms and provisions of the Plan and this Agreement, by signing this Agreement
electronically or, if otherwise instructed by the Company, by printing and signing a paper copy of
this Agreement and returning it to the appropriate Company representative, within 60&nbsp;days of the
date of this Agreement.</B>
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U>* * * * *</U>
</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="80%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD width="49%">&nbsp;</TD>
    <TD width="0%">&nbsp;</TD><!-- VRule -->
    <TD width="0%">&nbsp;</TD>
    <TD width="59%">&nbsp;</TD>

    <TD width="1%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD width="1%" style="border-left: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
              <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">PARTICIPANT SIGNATURE
</DIV></TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;<BR></TD>
    <TD width="1%" style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD width="1%" style="border-left: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">PRINTED NAME
</DIV></TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD width="1%" style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD width="1%" style="border-left: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">DATE
</DIV></TD>
    <TD style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
    <TD style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD width="1%" style="border-right: 1px solid #000000; border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="6" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>




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