(d) Notwithstanding any other term or provision of this Agreement, the Board or the Committeeshall be authorized, in its sole discretion, based upon its review and evaluation of theperformance of the Recipient and of the Company, to accelerate the vesting of any shares ofRestricted Stock under this Agreement, at such times and upon such terms and conditions as theBoard or the Committee shall deem advisable.     (e) For purposes of this Agreement, the following terms shall have the meanings indicated:          (i) “***Non-Vested Shares***” means any portion of the Restricted Stock subject to this Agreementthat has not become vested pursuant to this Section 2.          (ii) “***Vested Shares***” means any portion of the Restricted Stock subject to this Agreement thatis and has become vested pursuant to this Section 2.3. ***Delivery of Restricted Stock***.     (a) One or more stock certificates evidencing the Restricted Stock shall be issued in the name of theRecipient but shall be held and retained by the Records Administrator of the Company until the date(the “**Applicable Date**”) on which the shares (or a portion thereof) subject to this Restricted Stockaward become Vested Shares pursuant to Section 2 hereof, subject to the provisions of Section 4hereof. All such stock certificates shall bear the following legends, along with such otherlegends that the Board or the Committee shall deem necessary and appropriate or which are otherwiserequired or indicated pursuant to any applicable stockholders agreement:THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO SUBSTANTIAL VESTING ANDOTHER RESTRICTIONS AS SET FORTH IN THE RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUERAND THE ORIGINAL HOLDER OF THE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THEPRINCIPAL OFFICE OF THE ISSUER. SUCH RESTRICTIONS ARE BINDING ON TRANSFEREES OFTHESE SHARES, AND INCLUDE VESTING CONDITIONS WHICH MAY RESULT IN THE COMPLETEFORFEITURE OF THE SHARES.     (b) The Recipient shall deposit with the Company stock powers or other instruments of transfer orassignment, duly endorsed in blank with signature(s) guaranteed, corresponding to each certificaterepresenting shares of Restricted Stock until such shares become Vested Shares. If the Recipientshall fail to provide the Company with any such stock power or other instrument of transfer orassignment, the Recipient hereby irrevocably appoints the Secretary of the Company as hisattorney-in-fact, with full power of appointment and substitution, to execute anddeliver any such power or other instrument which may be necessary to effectuate the transferof the Restricted Stock (or assignment of distributions thereon) on the books and records of theCompany.
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     (c) On or after each Applicable Date, upon written request to the Company by the Recipient, theCompany shall promptly cause a new certificate or certificates to be issued for and with respect toall shares that become Vested Shares on that Applicable Date, which certificate(s) shall bedelivered to the Recipient as soon as administratively practicable after the date of receipt by theCompany of the Recipient’s written request. The new certificate or certificates shall continue tobear those legends and endorsements that the Company shall deem necessary or appropriate (includingthose relating to restrictions on transferability and/or obligations and restrictions under theSecurities Laws).4. ***Forfeiture of Non-Vested Shares***. If the Recipient’s Continuous Service with the Company and theRelated Entities is terminated for any reason, any Shares of Restricted Stock that are not VestedShares, and that do not become Vested Shares pursuant to Section 2 hereof as a result of suchtermination, shall be forfeited immediately upon such termination of Continuous Service and revertback to the Company without any payment to the Recipient. The Committee shall have the power andauthority to enforce on behalf of the Company any rights of the Company under this Agreement in theevent of the Recipient’s forfeiture of Non-Vested Shares pursuant to this Section 4.5. ***Rights with Respect to Restricted Stock.***     (a) Except as otherwise provided in this Agreement, the Recipient shall have, with respect to allof the shares of Restricted Stock, whether Vested Shares or Non-Vested Shares, all of the rights ofa holder of shares of common stock of the Company, including without limitation (i) the right tovote such Restricted Stock, (ii) the right to receive dividends, if any, as may be declared on theRestricted Stock from time to time, and (iii) the rights available to all holders of shares ofcommon stock of the Company upon any merger, consolidation, reorganization, liquidation ordissolution, stock split-up, stock dividend or recapitalization undertaken by the Company;provided, however, that all of such rights shall be subject to the terms, provisions, conditionsand restrictions set forth in this Agreement (including without limitation conditions under whichall such rights shall be forfeited). Any Shares issued to the Recipient as a dividend withrespect to shares of Restricted Stock shall have the same status and bear the same legend as theshares of Restricted Stock and shall be held by the Company, if the shares of Restricted Stock thatsuch dividend is attributed to is being so held, unless otherwise determined by the Committee. Inaddition, notwithstanding any provision to the contrary herein, any cash dividends declared withrespect to shares of Restricted Stock subject to this Agreement shall be held in escrow by theCommittee until such time as the shares of Restricted Stock that such cash dividends are attributedto shall become Vested Shares, and in the event that such shares of Restricted Stock aresubsequently forfeited, the cash dividends attributable to such portion shall be forfeited as well.
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     (b) If at any time while this Agreement is in effect (or shares granted hereunder shall be orremain unvested while Recipient’s Continuous Service continues and has not yetterminated or ceased for any reason), there shall be any increase or decrease in the number ofissued and outstanding Shares of the Company through the declaration of a stock dividend or throughany recapitalization resulting in a stock split-up, combination or exchange of such Shares, thenand in that event, the Board or the Committee shall make any adjustments in a fair and appropriate,in view of such change, in the number of shares of Restricted Stock then subject to this Agreement.If any such adjustment shall result in a fractional share, such fraction shall be disregarded.     (c) Notwithstanding any term or provision of this Agreement to the contrary, the existence of thisAgreement, or of any outstanding Restricted Stock awarded hereunder, shall not affect in any mannerthe right, power or authority of the Company to make, authorize or consummate: (i) any or alladjustments, recapitalizations, reorganizations or other changes in the Company’s capital structureor its business; (ii) any merger, consolidation or similar transaction by or of the Company; (iii)any offer, issue or sale by the Company of any capital stock of the Company, including any equityor debt securities, or preferred or preference stock that would rank prior to or on parity with theRestricted Stock and/or that would include, have or possess other rights, benefits and/orpreferences superior to those that the Restricted Stock includes, has or possesses, or anywarrants, options or rights with respect to any of the foregoing; (iv) the dissolution orliquidation of the Company; (v) any sale, transfer or assignment of all or any part of the stock,assets or business of the Company; or (vi) any other corporate transaction, act or proceeding(whether of a similar character or otherwise).6. ***Transferability***. Unless otherwise determined by the Committee, the shares of Restricted Stock arenot transferable unless and until they become Vested Shares in accordance with this Agreement,otherwise than by will or under the applicable laws of descent and distribution. The terms of thisAgreement shall be binding upon the executors, administrators, heirs, successors and assigns of theRecipient. Except as otherwise permitted pursuant to the first sentence of this Section, anyattempt to effect a Transfer of any shares of Restricted Stock prior to the date on which theshares become Vested Shares shall be void ab initio. For purposes of this Agreement, “**Transfer**”shall mean any sale, transfer, encumbrance, gift, donation, assignment, pledge, hypothecation, orother disposition, whether similar or dissimilar to those previously enumerated, whether voluntaryor involuntary, and including, but not limited to, any disposition by operation of law, by courtorder, by judicial process, or by foreclosure, levy or attachment.7. ***Tax Matters; Section 83(b) Election.***     (a) If the Recipient properly elects, within thirty (30) days of the Date of Grant, to include ingross income for federal income tax purposes an amount equal to the fair market value (as of theDate of Grant) of the Restricted Stock pursuant to Section 83(b) of the Internal Revenue Code of1986, as amended (the “**Code**”), the Recipient shall make arrangements satisfactory to the Company topay to the Company any federal, state or local income taxes required to be withheld with respect tothe Restricted Stock. If the Recipient shall fail to make such tax payments as are required, theCompany shall, to the extent permitted by law, have the right to deduct from any payment of anykind (including without limitation, the withholding ofany Shares that otherwise would be issued to the Recipient under this Agreement) otherwise dueto the Recipient any federal, state or local taxes of any kind required by law to be withheld withrespect to the Restricted Stock.
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     (b) If the Recipient does not properly make the election described in paragraph 7(a) above, theRecipient shall, no later than the date or dates as of which the restrictions referred to in thisAgreement hereof shall lapse, pay to the Company, or make arrangements satisfactory to theCommittee for payment of, any federal, state or local taxes of any kind required by law to bewithheld with respect to the Restricted Stock (including without limitation the vesting thereof),and the Company shall, to the extent permitted by law, have the right to deduct from any payment ofany kind (including without limitation, the withholding of any Shares that otherwise would bedistributed to the Recipient under this Agreement) otherwise due to Recipient any federal, state,or local taxes of any kind required by law to be withheld with respect to the Restricted Stock.     (c) The Recipient may satisfy the withholding requirements with respect to the RestrictedStock pursuant to any one or combination of the following methods:          (i) payment in cash; or          (ii) if and to the extent permitted by the Committee, payment by surrendering Shares whichhave a value equal to the required withholding amount or the withholding of Shares that otherwisewould be deliverable to the Recipient pursuant to this Award. The Recipient may surrender Shareseither by attestation or by delivery of a certificate or certificates for shares duly endorsed fortransfer to the Company, and if required with medallion level signature guarantee by a member firmof a national stock exchange, by a national or state bank (or guaranteed or notarized in such othermanner as the Committee may require).     (d) Tax consequences on the Recipient (including without limitation federal, state, local andforeign income tax consequences) with respect to the Restricted Stock (including without limitationthe grant, vesting and/or forfeiture thereof) are the sole responsibility of the Recipient. TheRecipient shall consult with his or her own personal accountant(s) and/or tax advisor(s) regardingthese matters, the making of a Section 83(b) election, and the Recipient’s filing, withholding andpayment (or tax liability) obligations.8. ***Amendment, Modification & Assignment; Non-Transferability***. This Agreement may only be modified oramended in a writing signed by the parties hereto. No promises, assurances, commitments,agreements, undertakings or representations, whether oral, written, electronic or otherwise, andwhether express or implied, with respect to the subject matter hereof, have been made by eitherparty which are not set forth expressly in this Agreement. Unless otherwise consented to inwriting by the Company, in its sole discretion, this Agreement (and Recipient’s rights hereunder)may not be assigned, and the obligations of Recipient hereunder may not be delegated, in whole orin part. The rights and obligations created hereunder shall be binding on the Recipient and hisheirs and legal representatives and on the successors and assigns of the Company.
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9. ***Complete Agreement***. This Agreement (together with those agreements and documents expresslyreferred to herein, for the purposes referred to herein) embody the complete and entire agreementand understanding between the parties with respect to the subject matter hereof, and supersede anyand all prior promises, assurances, commitments, agreements, undertakings or representations,whether oral, written, electronic or otherwise, and whether express or implied, which may relate tothe subject matter hereof in any way.10. ***Miscellaneous.***     (a) ***No Right to (Continued) Employment or Service***. This Agreement and the grant of RestrictedStock hereunder shall not confer, or be construed to confer, upon the Recipient any right toemployment or service, or continued employment or service, with the Company or any Related Entity.     (b) ***No Limit on Other Compensation Arrangements***. Nothing contained in this Agreement shallpreclude the Company or any Related Entity from adopting or continuing in effect other oradditional compensation plans, agreements or arrangements, and any such plans, agreements andarrangements may be either generally applicable or applicable only in specific cases or to specificpersons.     (c) ***Severability***. If any term or provision of this Agreement is or becomes or is deemed to beinvalid, illegal or unenforceable in any jurisdiction or under any applicable law, rule orregulation, then such provision shall be construed or deemed amended to conform to applicable law(or if such provision cannot be so construed or deemed amended without materially altering thepurpose or intent of this Agreement and the grant of Restricted Stock hereunder, such provisionshall be stricken as to such jurisdiction and the remainder of this Agreement and the awardhereunder shall remain in full force and effect).     (d) ***No Trust or Fund Created***. Neither this Agreement nor the grant of Restricted Stock hereundershall create or be construed to create a trust or separate fund of any kind or a fiduciaryrelationship between the Company or any Related Entity and the Recipient or any other person. Tothe extent that the Recipient or any other person acquires a right to receive payments from theCompany or any Related Entity pursuant to this Agreement, such right shall be no greater than theright of any unsecured general creditor of the Company.     (e) ***Law Governing***. This Agreement shall be governed by and construed and enforced in accordancewith the internal laws of the State of Florida (without reference to the conflict of laws rules orprinciples thereof).(h)     (m) ***Interpretation***. The Recipient accepts the Restricted Stock subject to all of the terms,provisions and restrictions of this Agreement and the Plan. The undersigned Recipient herebyaccepts as binding, conclusive and final all decisions or interpretations of the Board or theCommittee upon any questions arising under this Agreement or the Plan.     (n) ***Headings***. Section, paragraph and other headings and captions are provided solely as aconvenience to facilitate reference. Such headings and captions shall not be deemedin any way material or relevant to the construction, meaning or interpretation of thisAgreement or any term or provision hereof.
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     (o) ***Notices***. Any notice under this Agreement shall be in writing and shall be deemed to have beenduly given when delivered personally or when deposited in the United States mail, registered,postage prepaid, and addressed, in the case of the Company, to the Company’s President at 2 S.Biscayne Blvd., Suite 2900, Miami, Florida 33131, or if the Company should move its principaloffice, to such principal office, and, in the case of the Recipient, to the Recipient’s lastpermanent address as shown on the Company’s records, subject to the right of either party todesignate some other address at any time hereafter in a notice satisfying the requirements of thisSection.     (p) ***Non-Waiver of Breach***. The waiver by any party hereto of the other party’s prompt and completeperformance, or breach or violation, of any term or provision of this Agreement shall be effectedsolely in a writing signed by such party, and shall not operate nor be construed as a waiver of anysubsequent breach or violation, and the waiver by any party hereto to exercise any right or remedywhich he or it may possess shall not operate nor be construed as the waiver of such right or remedyby such party, or as a bar to the exercise of such right or remedy by such party, upon theoccurrence of any subsequent breach or violation.     (q) ***Counterparts***. This Agreement may be executed in two or more separate counterparts, each ofwhich shall be an original, and all of which together shall constitute one and the same agreement.**IN WITNESS WHEREOF**, the parties hereto, intending to be legally bound, have executed this Agreementas of the date first written above.      **TERREMARK WORLDWIDE, INC.**