(iii) If the Participant’s Termination is on or after the second anniversary of theGrant Date but prior to the third anniversary of the Grant Date, 34% of the Granted Sharesshall be forfeited to the Company.          (iii) If the Participant’s Termination is after the third anniversary of theGrant Date, none of the Granted Shares shall be forfeited to the Company.     (b) Effect of Termination for Disability or upon Death. The following rules apply ifthe Participant’s Termination is by reason of Disability or death: to the extent the Company’sLapsing Repurchase Right has not lapsed as of the date of Disability or death, as case may be, theParticipant shall forfeit to the Company any or all of the Granted Shares subject to such LapsingRepurchase Right; provided, however, that the Company’s Lapsing Repurchase Right shall be deemed tohave lapsed to the extent of a pro rata portion of the Granted Shares through the date ofDisability or death, as would have lapsed had the Participant not become Disabled or died, as thecase may be. The proration shall be based upon the number of days accrued in such current vestingperiod prior to the Participant’s date of Disability or death, as the case may be.     (c) Effect of Termination For Cause. Notwithstanding anything to the contrarycontained in this Agreement, in the event the Company or an Affiliate terminates the Participant’semployment or service for “cause” (as defined in the Plan) or in the event the Administratordetermines, within one year after the Participant’s termination, that either prior or subsequent tothe Participant’s termination the Participant engaged in conduct that would constitute “cause,” allof the Granted Shares then held by the Participant shall be forfeited to the Company immediately asof the time the Participant is notified that he or she has been terminated for “cause” or that heor she engaged in conduct which would constitute “cause”.     (d) Escrow. The certificates representing all Granted Shares acquired by theParticipant hereunder which from time to time are subject to the Lapsing Repurchase Right shall bedelivered to the Company and the Company shall hold such Granted Shares in escrow as provided inthis Subsection 2.1(d). The Company shall promptly release from escrow and deliver to theParticipant a certificate for the whole number of Granted Shares, if any, as to which the Company’sLapsing Repurchase Right has lapsed. In the event of forfeiture to the Company of Granted Sharessubject to the Lapsing Repurchase Right, the Company shall release from escrow and cancel acertificate for the number of Granted Shares so forfeited. Any securities distributed in respectof the Granted Shares held in escrow, including, without limitation, shares issued as a result ofstock splits, stock dividends or other recapitalizations, shall also be held in escrow in the samemanner as the Granted Shares.     (e) Prohibition on Transfer. The Participant recognizes and agrees that all GrantedShares which are subject to the Lapsing Repurchase Right may not be sold, transferred, assigned,hypothecated, pledged, encumbered or otherwise disposed of, whether voluntarily or by operation oflaw, other than to the Company (or its designee). However, the Participant, with the approval ofthe Administrator, may transfer the Granted Shares for no consideration to or for the benefit ofthe Participant’s Immediate Family (including, without limitation, to a trust for the benefit ofthe Participant’s Immediate Family or to a partnership or limited liability company for one or moremembers of the Participant’s Immediate Family), subject to such limits as the Administrator mayestablish, and the transferee shall remain subject to all the terms and conditions applicable tothis Agreement prior to such transfer and each such transferee shall so acknowledge in writing as acondition precedent to the effectiveness of such transfer. The term “Immediate Family” shall meanthe Participant’s spouse, former spouse, parents, children, stepchildren, adoptive relationships,sisters, brothers, nieces and nephews and grandchildren (and, for this purpose, shall also includethe Participant. The Company shall not be required to transfer any Granted Shares on its bookswhich shall have been sold, assigned or otherwise transferred in violation of this Subsection2.1(e), or to treat as the owner of such Granted Shares, or to accord the right to vote as suchowner or to
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pay dividends to, any person or organization to which any such Granted Shares shall have beenso sold, assigned or otherwise transferred, in violation of this Subsection 2.1(e).     (f) Failure to Deliver Granted Shares to be Repurchased. In the event that theGranted Shares to be forfeited to the Company under this Agreement are not in the Company’spossession pursuant to Subsection 2.1(e) above or otherwise and the Participant or theParticipant’s Survivor fails to deliver such Granted Shares to the Company (or its designee), theCompany may immediately take such action as is appropriate to transfer record title of such GrantedShares from the Participant to the Company (or its designee) and treat the Participant and suchGranted Shares in all respects as if delivery of such Granted Shares had been made as required bythis Agreement. The Participant hereby irrevocably grants the Company a power of attorney whichshall be coupled with an interest for the purpose of effectuating the preceding sentence.     (g) Adjustments. The Plan contains provisions covering the treatment of Shares in anumber of contingencies such as stock splits, mergers and Change of Control transactions.Provisions in the Plan for adjustment with respect to the Granted Shares and the related provisionswith respect to successors to the business of the Company are hereby made applicable hereunder andare incorporated herein by reference.     2.2 General Restrictions on Transfer of Granted Shares.     (a) If in connection with a registration statement filed by the Company pursuant to theSecurities Act of 1933, as amended (the “1933 Act”), the Company or its underwriter so requests,the Participant will agree not to sell any of his or her Granted Shares whether or not the LapsingRepurchase Right has lapsed for a period not to exceed the lesser of: (i) 180 days following theeffectiveness of such registration statement or (ii) such period as the officers and directors ofthe Company agree not to sell their Common Stock of the Company.     (b) The Participant acknowledges and agrees that neither the Company nor, its shareholders norits directors and officers, has any duty or obligation to disclose to the Participant any materialinformation regarding the business of the Company or affecting the value of the Shares before, atthe time of, or following a Termination, including, without limitation, any information concerningplans for the Company to make a public offering of its securities or to be acquired by or mergedwith or into another firm or entity.     3. Securities Law Compliance. The Participant specifically acknowledges and agreesthat any sales of Granted Shares shall be made in accordance with the requirements of the 1933 Act.     4. Rights as a Stockholder. The Participant shall have all the rights of astockholder with respect to the Granted Shares, including voting and dividend rights, subject tothe transfer and other restrictions set forth herein and in the Plan.     5. Legend. In addition to any legend required pursuant to the Plan, all certificatesrepresenting the Granted Shares to be issued to the Participant pursuant to this Agreement shallhave endorsed thereon a legend substantially as follows:“The shares represented by this certificate are subject to restrictions set forth in aRestricted Stock Agreement dated as of May 10, 2010 with this Company, a copyof which Agreement is available for inspection at the offices of the Company or will bemade available upon request.”
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     6. Incorporation of the Plan. The Participant specifically understands and agreesthat the Granted Shares issued under the Plan are being sold to the Participant pursuant to thePlan, a copy of which Plan the Participant acknowledges he or she has read and understands and bywhich Plan he or she agrees to be bound. The provisions of the Plan are incorporated herein byreference.     7. Tax Liability of the Participant and Payment of Taxes. The Participant acknowledgesand agrees that any income or other taxes due from the Participant with respect to the GrantedShares issued pursuant to this Agreement, including, without limitation, the Lapsing RepurchaseRight, shall be the Participant’s responsibility. Without limiting the foregoing, the Participantagrees that, to the extent that the lapsing of restrictions on disposition of any of the GrantedShares or the declaration of dividends on any such shares before the lapse of such restrictions ondisposition results in the Participant’s being deemed to be in receipt of earned income under theprovisions of the Code, the Company shall be entitled to immediate payment from the Participant ofthe amount of any tax required to be withheld by the Company.     Upon execution of this Agreement, the Participant has declined to file an election underSection 83 of the Code. The Participant acknowledges that by not filing such an election, as theGranted Shares are released from the Lapsing Repurchase Right in accordance with Section 2.1, theParticipant will have income for tax purposes equal to the fair market value of the Granted Sharesat such date, less the price paid for the Granted Shares by the Participant.     8. Equitable Relief. The Participant specifically acknowledges and agrees that in theevent of a breach or threatened breach of the provisions of this Agreement or the Plan, includingthe attempted transfer of the Granted Shares by the Participant in violation of this Agreement,monetary damages may not be adequate to compensate the Company, and, therefore, in the event ofsuch a breach or threatened breach, in addition to any right to damages, the Company shall beentitled to equitable relief in any court having competent jurisdiction. Nothing herein shall beconstrued as prohibiting the Company from pursuing any other remedies available to it for any suchbreach or threatened breach.     9. No Obligation to Maintain Relationship. The Company is not by the Plan or thisAgreement obligated to continue the Participant as an employee, director or consultant of theCompany or an Affiliate. The Participant acknowledges: (i) that the Plan is discretionary innature and may be suspended or terminated by the Company at any time; (ii) that the grant of theShares is a one-time benefit which does not create any contractual or other right to receive futuregrants of shares, or benefits in lieu of shares; (iii) that all determinations with respect to anysuch future grants, including, but not limited to, the times when shares shall be granted, thenumber of shares to be granted, the purchase price, and the time or times when each share shall befree from a lapsing repurchase right, will be at the sole discretion of the Company; (iv) that theParticipant’s participation in the Plan is voluntary; and (v) that the Shares are not part ofnormal or expected compensation for purposes of calculating any severance, resignation, redundancy,end of service payments, bonuses, long-service awards, pension or retirement benefits or similarpayments.     10. Notices. Any notices required or permitted by the terms of this Agreement or thePlan shall be given by recognized courier service, facsimile, registered or certified mail, returnreceipt requested, addressed as follows:     If to the Company:160 Raritan Center Parkway