Exhibit 10.4


 


AEROVIRONMENT, INC.


 


2021 EQUITY INCENTIVE PLAN


 


RESTRICTED STOCK AWARD GRANT NOTICE AND


RESTRICTED STOCK AWARD AGREEMENT


 


AeroVironment, Inc., a Delaware
corporation (the “Company”), pursuant to its 2021 Equity Incentive Plan (the “Plan”),
hereby grants to the individual listed below (“Participant”), the right to the number of shares of the Company’s
Stock set forth below (the “Shares”). This Restricted Stock award is subject to all of the terms and conditions
as set forth herein and in the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Restricted Stock
Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined
in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Agreement.


 


	Participant:	 
	 	 
	Grant Date:	 
	 	 
	Vesting Commencement Date:	 
	 	 
	Total Number of Shares of 

Restricted Stock:	 
	 	 
	Vesting Schedule:	
    Subject to the accelerated vesting provided in
    Section 4.13 of the Restricted Stock Agreement, restrictions shall lapse as follows:

    [Vesting schedule to be specified in individual
agreements] 



 


ELECTRONIC Acceptance
of Award:


 


By electronically accepting
this Restricted Stock Agreement by clicking on the Accept button box on the Grant Agreement page, Participant agrees to
be bound by the terms and conditions of the Plan, the Restricted Stock Agreement and this Grant Notice. Participant has reviewed the Restricted
Stock Agreement, the Plan and this Grant Notice in their entirety, each of which are posted on https://solium.com/, and has had an opportunity
to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted
Stock Agreement and the Plan. Participant further acknowledges that he or she has been provided with a copy of the prospectus for the
Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any
questions arising under the Plan, this Grant Notice or the Restricted Stock Agreement.





 






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EXHIBIT A


 


TO RESTRICTED STOCK
AWARD GRANT NOTICE


RESTRICTED STOCK
AWARD AGREEMENT


 


Pursuant to the Restricted
Stock Award Grant Notice (“Grant Notice”) to which this Restricted Stock Award Agreement (this “Agreement”)
is attached, AeroVironment, Inc., a Delaware corporation (the “Company”), has granted to Participant the right
to purchase the number of shares of Restricted Stock under the Company’s 2021 Equity Incentive Plan (the “Plan”)
indicated in the Grant Notice.


 


ARTICLE
I



GENERAL


 


1.1          Defined
Terms. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.


 


1.2           Incorporation
of Terms of Plan. The Shares are subject to the terms and conditions of the Plan which are incorporated herein by reference.


 


ARTICLE
II



GRANT OF RESTRICTED STOCK


 


2.1          Grant of Restricted Stock. Effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”),
upon the terms and conditions set forth in the Plan and this Agreement, the Company irrevocably grants to Participant the number of shares
of Stock set forth in the Grant Notice (the “Shares”), in consideration of Participant’s employment with
or service to the Company or any Subsidiary thereof on or before the Grant Date, for which the Committee has determined Participant has
not been fully compensated, and the Committee has determined that the benefit received by the Company as a result of such employment or
service has a value that exceeds the aggregate par value of the Shares, which Shares, when issued in accordance with the terms hereof,
shall be fully paid and nonassessable.


 


2.2          Issuance
of Shares. On the Grant Date, the Company shall issue the Shares to Participant and shall (a) cause a stock certificate or certificates
representing the Shares to be registered in the name of Participant, or (b) cause such Shares to be issued in uncertificated form, with
such Shares recorded in the name of Holder in the books and records of the Company’s transfer agent, with appropriate notations
regarding the restrictions imposed pursuant to this Agreement. If a stock certificate is issued, it shall be delivered to and held in
custody by the Company pursuant to Section 3.5 below and shall bear the restrictive legends required by Section 4.4 below. If the Shares
are held in book entry form, then such entry will reflect that the Shares are subject to the restrictions of this Agreement.


 


2.3          Conditions to Issuance of Stock Certificates. The Shares, or any portion thereof, may be either previously authorized but
unissued shares or issued shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The
Company shall not be required to issue or deliver any Shares prior to fulfillment of all of the following conditions:


 


(a)               
The admission of such Shares to listing on all stock exchanges on which such Stock is then listed; and


 









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(b)               
 The completion of any registration or other qualification of such shares under any state or federal law or under rulings or regulations
of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its absolute discretion,
deem necessary or advisable; and


 


(c)               
The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its
absolute discretion, determine to be necessary or advisable; and


 


(d)               
The receipt by the Company of full payment for such shares, including payment of all amounts which, under federal, state, local
or foreign tax law, the Company (or other employer corporation) is required to withhold upon issuance of such Shares; and


 


(e)               
The lapse of such reasonable period of time following the Grant Date as the Committee may from time to time establish for reasons
of administrative convenience.


 


2.4          Rights as Stockholder. Except as otherwise provided herein, upon issuance of the Shares by the Company, Participant shall
have all the rights of a stockholder with respect to the Shares, subject to the restrictions herein, including the right to vote the Shares
and to receive all dividends or other distributions paid or made with respect to the Shares; provided, however, that any and all
cash dividends paid on such Shares and any and all shares of Stock, capital stock or other securities received by or distributed to Participant
with respect to the Shares as a result of any stock dividend, stock split, reverse stock split, recapitalization, combination, reclassification,
or similar change in the capital structure of the Company shall also be subject to the Forfeiture Restriction (as defined in Section 3.1
below) and the restrictions on transfer in Section 3.4 below until such restrictions on the underlying Shares lapse or are removed pursuant
to this Agreement and shall be held by the Company pursuant to Section 3.5 pending the removal of such restrictions.


 


2.5         Consideration
to the Company. In consideration of the issuance of the Shares by the Company, Participant agrees to render faithful and efficient
services to the Company or any Subsidiary. Nothing in the Plan or this Agreement shall confer upon Participant any right to (a) continue
in the employ of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries,
which are hereby expressly reserved, to discharge Participant, if Participant is an Employee, or (b) continue to provide services to
the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company or its Subsidiaries, which are
hereby expressly reserved, to terminate the services of Participant, if Participant is a consultant, at any time for any reason whatsoever,
with or without cause, except to the extent expressly provided otherwise in a written or electronic agreement between the Company, a
Subsidiary and Participant, or (c) continue to serve as a member of the Board or shall interfere with or restrict in any way the rights
of the Company, which are hereby expressly reserved, to discharge Participant in accordance with the Company’s Bylaws.


 


ARTICLE
III



RESTRICTIONS ON SHARES


 


3.1         Forfeiture
Restriction. Subject to the provisions of Sections 3.2 and 4.13 below, if Participant has a Termination of Service, all of the Unreleased
Shares (as defined below) shall thereupon be forfeited immediately and without any further action of the Company (the “Forfeiture
Restriction”). Upon the occurrence of such a forfeiture, the Company shall become the legal and beneficial owner of the
Unreleased Shares and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer
to its own name the number of Unreleased Shares being forfeited by Participant. In the event any of the Shares are forfeited pursuant
to this Section 3.1, any dividends or other distributions paid on such Shares and held by the Company shall be retained by the Company.
Participant hereby authorizes and directs the Secretary of the Company, or such other person designated by the Committee, to transfer
the Unreleased Shares which have been forfeited pursuant to this Section 3.1 from Participant to the Company.


 






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3.2          Release
of Shares from Forfeiture Restriction. Subject to Section 3.1 above, the Shares shall be released from the Forfeiture Restriction
as indicated in the Grant Notice. Any of the Shares released from the Forfeiture Restriction shall thereupon be released from the restrictions
on transfer under Section 3.4. In the event any of the Shares are released from the Forfeiture Restriction, any dividends or other distributions
paid on such Shares and held by the Company pursuant to Section 2.4 shall be promptly paid by the Company to Participant. As soon as
administratively practicable following the release of any Shares from the Forfeiture Restriction, the Company shall, as applicable, either
deliver to Participant the certificate or certificates representing such Shares in the Company’s possession belonging to Participant,
or, if the Shares are held in uncertificated form, then the Company shall remove the notations on any such Shares. Participant (or the
beneficiary or personal representative of Participant in the event of Participant’s death or incapacity, as the case may be) shall
deliver to the Company any representations or other documents or assurances as the Company or its representatives deem necessary or advisable
in connection with any such delivery.


 


3.3           Unreleased
Shares. Any of the Shares which, from time to time, have not yet been released from the Forfeiture Restriction are referred to herein
as “Unreleased Shares.”


 


3.4         
Restrictions on Transfer.


 


(a)        Subject to forfeiture
to the Company pursuant to Section 3.1 and Section 3.4(b), no Unreleased Shares or any dividends or other distributions thereon or any
interest or right therein or part thereof, shall be liable for the debts, contracts or engagements of Participant or his or her successors
in interest or shall be subject to sale or other disposition by Participant or his or her successors in interest by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means whether such sale or other disposition be voluntary or involuntary or
by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and
any attempted sale or other disposition thereof shall be null and void and of no effect.


 


(b)       Notwithstanding
any other provision in this Agreement, with the consent of the Committee, the Unreleased Shares may be transferred to certain persons
or entities related to the Participant, including but not limited to members of the Participant’s family, charitable institutions
or trusts or other entities whose beneficiaries or beneficial owners are members of the Participant’s family or to such other persons
or entities as may be expressly approved by the Committee (each a “Permitted
Transferee”), pursuant to such conditions and procedures as the Committee may require.
Any permitted transfer will be subject to the condition that the Committee receive evidence satisfactory to it that the transfer is being
made for estate and/or tax planning purposes (or to a “blind trust” in connection with the Participant’s Termination
of Service with the Company or a Subsidiary to assume a position with a governmental, charitable, educational or similar non-profit institution)
and on a basis consistent with the Company’s lawful issue of securities. 


 


3.5          Escrow.
The Secretary of the Company, or such other escrow holder as the Committee may appoint, may retain physical custody of the
certificates, if any, representing the Shares (and any dividends or other distributions paid on such Shares) until all of the
restrictions imposed pursuant to this Agreement lapse or shall have been removed. In such event, Participant shall not retain
physical custody of any certificates representing Unreleased Shares issued to Participant (or any dividends or other distributions
paid on such Shares). Participant, by acceptance of this Award, shall be deemed to appoint, and does so appoint, the Company and
each of its authorized representatives as Participant’s attorney(s)-in-fact to effect any transfer of forfeited Unreleased
Shares (and any dividends or other distributions paid on such Shares) to the Company as may be required pursuant to the Plan or this
Agreement, and to execute such representations or other documents or assurances as the Company or such representatives deem
necessary or advisable in connection with any such transfer. The Company, or its designee, shall not be liable for any act it may do
or omit to do with respect to holding the Shares in escrow and while acting in good faith and in the exercise of its judgment.


 






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ARTICLE
IV



OTHER PROVISIONS


 


4.1            Adjustment
for Stock Split. In the event of any stock dividend, stock split, reverse stock split, recapitalization, combination, reclassification,
or similar change in the capital structure of the Company, the Committee shall make appropriate and equitable adjustments in the Unreleased
Shares subject to the Forfeiture Restriction and the number of Shares, consistent with any adjustment under Section 10.1 of the Plan.
The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Shares, to any and all shares of
capital stock or other securities or other property or cash which may be issued in respect of, in exchange for, or in substitution of
the Shares, and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and
the like occurring after the date hereof.


 


4.2       Taxes.


 


(a)         Participant
has reviewed with Participant’s own tax advisors the federal, state, local and foreign tax consequences of this investment and
the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements
or representations of the Company or any of its agents. Participant understands that Participant (and not the Company) shall be responsible
for Participant’s tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.
Participant understands that Participant will recognize ordinary income for federal income tax purposes under Section 83 of the Code
as and when the Forfeiture Restriction lapses. Participant understands that Participant may elect to be taxed for federal income tax
purposes at the time the Shares are purchased by Participant rather than as and when the Forfeiture Restriction lapses by filing an election
under Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days from the date of purchase.


 


Participant
ACKNOWLEDGES THAT IT IS Participant’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S
TO TIMELY FILE THE ELECTION UNDER SECTION 83(b), AND THE COMPANY AND ITS REPRESENTATIVES SHALL HAVE NO OBLIGATION OR AUTHORITY TO MAKE
THIS FILING ON Participant’S BEHALF.


 


(b)         Notwithstanding
anything to the contrary in this Agreement, the Company shall be entitled to require payment (which payment may be made in cash, by
deduction from other compensation payable to Participant, by requesting that the Company withhold a net number of vested Shares
otherwise issuable pursuant to this award having a then current fair market value not exceeding the amount necessary to satisfy the
withholding obligation of the Company and its Subsidiaries based on the minimum applicable statutory withholding rates for federal,
state, local and foreign income tax and payroll tax purposes, or in any form of consideration permitted by the Plan) of any sums
required by federal, state or local tax law to be withheld with respect to the issuance, lapsing of restrictions on or sale of the
Shares. The Company shall not be obligated to deliver any new certificate representing vested Shares to Participant or
Participant’s beneficiary or legal representative unless and until Participant or Participant’s beneficiary or legal
representative, as applicable, shall have paid or otherwise satisfied in full the amount of all federal, state and local taxes
applicable to the taxable income of Participant resulting from the issuance, lapsing of restrictions on or sale of the Shares.


 






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(c)         Unless Participant
elects to provide timely payment of all sums required pursuant to Section 4.2(b), the Company and its Subsidiaries shall have the right,
but not the obligation, to treat such failure as an election by Participant to satisfy all or any portion of Participant’s required
payment obligation by the deduction of such amount from other compensation payable to Participant or by withholding a net number of vested
Shares otherwise issuable pursuant to this award having a then current fair market value not exceeding the amount necessary to satisfy
the withholding obligation of the Company and its Subsidiaries based on the minimum applicable statutory withholding rates for federal,
state, local and foreign income tax and payroll tax purposes, or any combination of the foregoing as the Company or its Subsidiaries may
determine to be appropriate. If Participant is subject to Section 16 of the Exchange Act at the time the tax withholding obligation arises,
the prior approval of the Committee shall be required for any election by the Company to satisfy all or any portion of Participant’s
required payment obligation pursuant to this Section 4.2(c).


 


4.3           Administration.
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, amend or revoke any such rules. All actions taken and all interpretations
and determinations made by the Committee in good faith shall be final and binding upon 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, this Agreement or the Shares. In its absolute discretion, the Board may at any time and from time to time exercise
any and all rights and duties of the Committee under the Plan and this Agreement.


 


4.4      Restrictive Legends and Stop-Transfer Orders.


 


(a)           Any
share certificate(s) evidencing the Shares issued hereunder shall be endorsed with the following legend and any other legends that may
be required by state or federal securities laws:


 


THE SHARES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO FORFEITURE UNDER, AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH, THE TERMS AND CONDITIONS OF A RESTRICTED STOCK AWARD
AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.


 


(b)           Participant
agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer”
instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations
to the same effect in its own records.


 


(c)           The
Company shall not be required: (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any
of the provisions of this Agreement, or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any
purchaser or other transferee to whom such shares shall have been so transferred.


 









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4.5           Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care
of the Secretary of the Company at the address given beneath the signature of an authorized officer of the Company on the Grant Notice,
and any notice to be given to Participant shall be addressed to Participant at the address given beneath Participant’s signature
on the Grant Notice. By a notice given pursuant to this Section 4.5, either party may hereafter designate a different address for notices
to be given to that party. Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested)
and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.


 


4.6            Titles.
Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.


 


4.7           Construction.
This Agreement shall be administered, interpreted and enforced under the laws of the State of Delaware without regard to conflicts of
laws thereof. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions
shall nevertheless remain effective and shall remain enforceable.


 


4.8           Conformity
to Securities Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with all provisions of
the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder,
and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Shares
are to be issued, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law,
the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.


 


4.9           Amendments.
This Agreement may not be modified, amended or terminated except by an instrument signed or electronically accepted by Participant
and by a duly authorized representative of the Company.


 


4.10         Successors
and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall
inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement
shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.


 


4.11          Entire
Agreement. The Plan, the Grant Notice and this Agreement constitute the entire agreement of the parties and supersede in their entirety
all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.


 


4.12          Electronic
Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation
in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate
in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.


 






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4.13                Change
in Control.


 


(a)        In
the event that Participant has a Qualifying Termination (as defined below) within eighteen (18) months following a Change in
Control, then all of the Unreleased Shares will vest and be released from any forfeiture or repurchase restrictions effective as of
the effective date of Participant’s “Full Release,” as described below. In order to be eligible for the
accelerated vesting described in this Section 4.13(a), Participant must provide the Company with a full release in a form
satisfactory to the Company pursuant to which Participant fully and completely releases the Company and its affiliates and other
related parties from all claims that Participant may have against the Company (other than any claims that may arise or have arisen
under this Agreement or this Award or that cannot be released under applicable law) (the “Full Release”).
The Full Release must become effective in accordance with its terms prior to the date that is thirty (30) days following the date of
Participant’s Termination of Service (including the expiration of any revocation period thereunder without Participant’s
revocation of the Full Release). In the event of Participant’s Qualifying Termination under the circumstances described in
this Section 4.13(a), the Unreleased Shares shall remain outstanding for a period of thirty (30) days after Participant’s
Termination of Service in order to provide time for the Full Release to be executed and become effective. In the event the Full
Release does not become effective in accordance with its terms prior to the date that is thirty (30) days following the date of
Participant’s Termination of Service (including the expiration of any revocation period thereunder without Participant’s
revocation of the Full Release), the Unreleased Shares shall be cancelled and forfeited by Participant.


 


(b)       The
following terms shall have the meanings given below when used in this Section 4.13:


 


“Cause”
will be defined as that term is defined in Participant’s offer letter or other applicable employment agreement. If there is no such
definition, “Cause” means, as determined by the Company in its sole discretion: (a) being convicted for
committing an act of fraud, embezzlement, theft, or other act constituting a felony (other than traffic related offenses or as a result
of vicarious liability), (b) willfully engaging in illegal conduct or gross misconduct that would (i) adversely affect the business
or the reputation of the Company or any of its affiliates with their respective current or prospective customers, suppliers, lenders,
or other third parties with whom such entity does or might do business or (ii) expose the Company or any of its affiliates to a risk of
civil or criminal legal damages, liabilities, or penalties; however, no act or failure to act on Participant’s part will be considered
 “willful” unless done or omitted to be done by Participant not in good faith and without reasonable belief that Participant’s
action or omission was in the best interest of the Company; or (c) failing to perform Participant’s duties in a reasonably
satisfactory manner after the receipt of a notice from the Company detailing such failure if the failure is incapable of cure, and if
the failure is capable of cure, upon the failure to cure such failure within thirty (30) days of such notice or upon its recurrence.


 


“Disability”
will be defined as that term is defined in Participant’s offer letter or other applicable employment agreement. If there is no such
definition, “Disability” means an incapacity that has resulted in Participant’s qualification to receive long-term disability
benefits under the Company’s long term disability plan or, if Participant is not covered by the Company’s long term disability
plan, incapacity that results in a determination by the Social Security Administration that Participant is entitled to a Social Security
disability benefit.


 


“Good
Reason” will be defined as that term is defined in Participant’s offer letter or other applicable employment
agreement. If there is no such definition, “Good Reason” means the occurrence of any of the following
events without Participant’s written consent: (a)(i) (i) any material adverse change in Participant’s authority, duties,
or responsibilities (including reporting responsibilities) from Participant’s authority, duties, and responsibilities as in
effect at any time within three months preceding the date of the Change in Control or at any time thereafter, or (ii) if Participant
is an executive officer of the Company a significant portion of whose responsibilities relate to the Company’s status as a
public company, Participant’s failure to continue to serve as an executive officer of a public company, in each case except in
connection with the termination of Participant’s employment for Disability, for Cause, as a result of Participant’s
death, or by Participant other than for Good Reason; (b) the imposition of a requirement that Participant be based at any place
outside a 60-mile radius from Participant’s principal place of employment immediately prior to the Change in Control except
for reasonably required travel on Company business that is not materially greater in frequency or duration than prior to the Change
in Control; or (d) any material breach by the Company of any provision of this Agreement or any employment agreement with
Participant. In order to terminate for Good Reason, Participant must (a) reasonably determine in good faith that a Good Reason
condition has occurred; (b) notify the Company in writing of the occurrence of the condition within ninety (90) days; (c) cooperate
in good faith with the Company’s efforts, for a period of not less than thirty (30) days following such notice, to remedy the
condition (after which time the condition still exists); and (d) terminate employment within sixty (60) days after that remedy
period.


 


“Qualifying Termination”
means Participant’s Termination of Service by reason of Participant’s termination by the Company without Cause or by Participant
for Good Reason. In no event will Participant’s Termination of Service by reason of death or Disability constitute a Qualifying
Termination.


 






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4.14       Broker-Assisted
Sales.


 


(a)         In the event of
any broker-assisted sale of Shares in connection with the payment of withholding taxes as provided in Section 4.2(b) or Section 4.2(c):
(i) any Shares to be sold through a broker-assisted sale will be sold on the day the tax withholding obligation arises, or as soon thereafter
as practicable; (ii) such Shares may be sold as part of a block trade with other participants in the Plan in which all participants receive
an average price; (iii) the Participant will be responsible for all broker’s fees and other costs of sale, and the Participant agrees
to indemnify and hold the Company and its Subsidiaries harmless from any losses, costs, damages, or expenses relating to any such sale;
(iv) to the extent the proceeds of such sale exceed the applicable tax withholding obligation, the Company agrees to pay such excess in
cash to the Participant as soon as reasonably practicable; (v) the Participant acknowledges that the Company or its designee is under
no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy
the applicable tax withholding obligation; and (vi) in the event the proceeds of such sale are insufficient to satisfy the applicable
tax withholding obligation, the Participant agrees to pay immediately upon demand to the Company or its Subsidiaries with respect to which
the withholding obligation arises, an amount sufficient to satisfy any remaining portion of the Company’s or the applicable Subsidiary’s
withholding obligation.


 


(b)         In the event any
tax withholding obligation arising in connection with the Shares will be satisfied under Section 4.2(c) above, then, unless the Participant
is subject to Section 16 of the Exchange Act at the time the tax withholding obligation arises (in which case the prior approval of the
Committee shall be required for any election by the Company pursuant to this Section 4.14(b)), the Company may elect to instruct any brokerage
firm determined acceptable to the Company for such purpose to sell on Participant’s behalf a whole number of Shares from those Shares
that are issuable under this Agreement as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the
tax withholding obligation and to remit the proceeds of such sale to the Company or the Subsidiary with respect to which the withholding
obligation arises. Participant’s acceptance of the this Agreement constitutes the Participant’s instruction and authorization
to the Company and such brokerage firm to complete the transactions described in this Section 4.14(b), including the transactions described
in the previous sentence, as applicable.


 






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