(c) Notwithstanding any other provision of this Grant Notice to the contrary, in the eventthat a Change in Control shall occur prior to the date that all of the Restricted Stock is vested,then to the extent not previously forfeited all of the unvested Restricted Stock shall vesteffective upon the Change in Control. In the event that a Change in Control occurs on a date priorto the date that a Participant is determined to be Disabled for purposes of the Plan and this GrantNotice, but the Committee, in its sole determination, expects the Participant to be Disabled at theend of the 9-month period referred to in **Section ****3(a)** of this Grant Notice, then all of theunvested Restricted Stock of such Participant, to the extent not previously forfeited, shall vestupon the date of the Change in Control.(d) In the event that any calendar date on which vesting is purportedly scheduled pursuant tothe terms of **Section 2**is not a Business Day, the vesting shall automatically be delayed until thefirst Business Day following that calendar date. “Business Day” means a date on which commercialbanks in New York, New York are open for general business.(e) Notwithstanding any provision of this Grant Notice to the contrary, any and all dividends(whether cash, Common Stock, securities or other property) that may be payable with respect toRestricted Stock that is not vested at the time such dividend is payable shall not be paid.Instead, dividends on such unvested Restricted Stock shall vest, become nonforfeitable and be paidor delivered (without interest), if at all, when, as and only to the extent that the RestrictedStock in respect of which such dividend was payable shall vest and become nonforfeitable pursuantto this Grant Notice. Any dividends on such unvested Restricted Stock shall be forfeited when suchRestricted Stock in respect of which such dividend was payable shall be forfeited, and referencesin this Grant Notice to Restricted Stock that is not vested shall include the dividends payable inrespect of such unvested Restricted Stock.3. Certain Definitions. The following term shall have the following meaning:(a) “Disability” or “Disabled” means, notwithstanding any definition in the Plan, that, in thedetermination of the Committee, the Participant is both (i) unable to engage in any substantialgainful activity by reason of any medically determinable physical or mental impairment that can beexpected to result in death or that can be expected to last for a continuous period of not lessthan 12 months and (ii) (x) in case the Participant is eligible for the long term disabilityprogram offered to United States-based employees by the Company or its Affiliates, the Participanthas actually received long term disability benefits for no less than 9 months or (y) in case theParticipant is not eligible for such long term disability program solely by virtue of not havingbeen based in the United States, the Participant would have been eligible to receive long termdisability benefits for no less than 9 months but for the Participant not being based in the UnitedStates. For purposes of **Section ****2(b)** above, it is understood that the Disability shall be deemedto be incurred on the last day of the 9-month period contemplated in clause (ii) of the immediatelypreceding sentence. In the event the Participant has met the condition set forth in clause (i) ofthe first sentence of this definition but does not satisfy the condition set forth in clause (ii)of this definition solely by reason of the Participant’s death, then the provisions of such clause(ii) shall be deemed to have been satisfied and for purposes of **Section ****2(b)** above the Disabilityshall be deemed to be incurred on the date of such death.
 
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4. Delivery of Restricted Stock. The Restricted Stock subject to this Grant Noticeshall be maintained in “book-entry” form, registered in the Participant’s name on the books of theCompany, and no actual certificates therefore shall be delivered by the Company. As and to theextent the Restricted Stock shall vest pursuant to **Section 2**, the Company shall cause the shares ofvested Restricted Stock (net of any shares required to be withheld) to be credited to theParticipant’s account with the third party administering the Company’s equity awards programs(currently Charles Schwab) (the “Administrator”). It is a condition to the Company’s obligation todeliver any evidence of the shares of vested Restricted Stock to the Participant pursuant to thisGrant Notice that the Participant shall have opened an account with the Administrator. TheParticipant shall be the record owner of the Restricted Stock until such Restricted Stock isforfeited pursuant to **Section 2**hereof. As record owner, the Participant shall be entitled to allrights of a holder of the Common Stock, except (1) as set forth in **Section ****2(e)** of this GrantNotice, (2) that any and all shares of Common Stock or other securities received by the Participantwith respect to the unvested Restricted Stock as a result of a stock split, spin-off, split-off,recapitalization, capital reorganization, reclassification of shares of Common Stock, merger orconsolidation shall be deemed to be Restricted Stock subject to all of the provisions of this GrantNotice and shall vest at the same time as the Restricted Stock giving rise to such additionalshares or securities received, and (3) that until the Restricted Stock Vesting Date, the RestrictedStock shall be subject to the limitations on transfer set forth in the Plan and **Section 10**of thisGrant Notice, and the Company may so limit transfers of the Restricted Stock on its books.5. No Employment Rights; Termination of Employment. Nothing in this Grant Noticeshall give the Participant any right to continue in the employment of the Company or any of itsAffiliates or to interfere in any way with the right of the Company or any of its Affiliates toterminate the employment of the Participant. For purposes of this Grant Notice, a Participant’scontinued employment shall not be deemed terminated solely by virtue of the Participant’s voluntarycessation of employment in circumstances that the Committee determines are reasonably likely toresult in a Disability for so long as the Committee determines that the Participant continues tosatisfy the conditions that would ultimately lead to the Committee’s determination that theParticipant has incurred a Disability.6. Plan Provisions. The provisions of the Plan shall govern, and if or to the extentthat there are inconsistencies between those provisions and the provisions hereof, the provisionsof the Plan shall govern. A copy of the Plan is available on the Company’s global Intranet Website, currently located at http://insideworldwide.com.7. Withholding. In the event that prior to any Restricted Stock Vesting Date theParticipant has not provided the Company with notice (which may be by written notice or by anelection made via the website operated by the Administrator) (the “Payment Notice”) to the effectthat the Participant will provide the Company (or the Administrator on the Company’s behalf)payment of the amount, if any, deemed necessary by the Company in its reasonable discretion toenable the Company and its Affiliates to satisfy the minimum federal, foreign or other taxwithholding or similar obligations of the Company and its Affiliates with respect to the shares ofCommon Stock vesting on such Restricted Stock Vesting Date, or in the event the Participantprovides the Payment Notice but does not deliver payment of the appropriate amount to the Company(or the Administrator on the Company’s behalf) by such Restricted StockVesting Date, then the Company shall satisfy the minimum federal, foreign or other taxwithholding or similar obligation of the Company and its Affiliates with respect to such vesting bywithholding the number of whole shares of Common Stock (on and valued as of the Restricted StockVesting Date) sufficient to satisfy such minimum withholding and other obligations.
 
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8. Notices. All notices or other communications to be given or delivered inconnection with this Grant Notice shall be either in electronic format or in writing and shall bedeemed to have been properly served if delivered electronically, personally, by courier, or bycertified or registered mail, return receipt requested and first class postage prepaid, in the caseof notices to the Company, to the attention of Director of Human Resources, at the Company’soffices at 5 Clock Tower Place, Suite 500, Maynard, MA 01754 and in the case of notices to theParticipant, to the Participant’s last known address (as noted in the Participant’s personnel file)or such other addresses (including any electronic mail addresses) as the recipient party hasspecified by prior notice to the sending party. All such notices and communications shall be deemedreceived upon the actual delivery thereof in accordance with the foregoing.9. Binding Effect; Headings. This Grant Notice shall be binding upon and shall inureto the benefit of the Company, the Participant and their respective successors and permittedassigns. The subject headings of Sections are included for the purpose of convenience only andshall not affect the construction or interpretation of any of the provisions of this Grant Notice.10. Non-Assignability, Etc. The Restricted Stock may not be assigned, alienated,pledged, attached, hypothecated, sold or otherwise transferred or encumbered by the Participant andany such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance of theRestricted Stock shall be void and unenforceable against the Company.11. Securities Laws; Insider Trading. The Committee may from time to time impose anyconditions on the Restricted Stock as it deems necessary or advisable to ensure that the Plan, thisGrant Notice and the issuance and resale or any securities comply with all applicable securitieslaws, including without limitation the Securities Act and Rule 16b-3 under the Exchange Act. Suchconditions may include, among other things, the requirement that certificates for shares of CommonStock to be issued to the Participant hereunder contain a restrictive legend in such form andsubstance as may be determined by the Committee. Without limiting the foregoing, it is understoodthat Affiliates of the Company may resell Common Stock only pursuant to an effective registrationstatement under the Securities Act, pursuant to Rule 144 under the Securities Act, or pursuant toanother exemption from registration under the Securities Act. The Participant understands andagrees that any and all transactions involving shares of Common Stock or other securities of theCompany must comply with applicable laws, rules, regulations and policies, including but notlimited to the Company’s policy regarding insider trading, which policy, among other things,prohibits transactions involving shares of Common Stock or other securities of the Company byindividuals who have material non-public information relating to the Company.
 
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12. General. This Grant Notice shall be deemed to be an Award Agreement as defined inthe Plan. This Grant Notice shall be governed by and construed in accordance with the laws of theState of New York (other than the conflict of laws provisions thereof). ThisGrant Notice constitutes the entire understanding of the legal obligation between the partieswith respect to the subject matter hereof and controls and supersedes any prior understandings,agreements or representations by or between the parties, written or oral with respect to itssubject matter, including but not limited to the provisions of any and all employment agreementsand offer letters (such as terms providing for acceleration or other enhancement to restrictedstock or other equity interests in the event of the occurrence of specified events), except andonly to the extent of any rights of the Company or its Affiliates relating to Section 280G of theInternal Revenue Code of 1986, as amended. The Participant should not rely on any representationnot set forth in this Grant Notice.13. Amendment. This Grant Notice may be unilaterally amended by the Company withoutParticipant’s consent as provided in the Plan or to conform the Grant Notice to any changesrequired by the Administrator or as a result of the change of Administrator.
 
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