THE THREE EVENTS SET FORTH IN SECTION 2(B)(I), 2(B)(II) OR
2(B)(III) HEREOF SHALL HAVE OCCURRED, IN EACH CASE ON OR AFTER JANUARY [
],
2011 BUT PRIOR TO JANUARY [
], 2013.
(D)
IN THE EVENT THAT (I) THE PARTICIPANT CEASES TO BE EMPLOYED BY THE
COMPANY PRIOR TO THE DATE THAT THE SHARES VEST UNDER SECTION 2(A), SECTION 2(B)
OR SECTION 2(C) HEREOF, FOR ANY REASON OR NO REASON, WITH OR WITHOUT CAUSE, OR
(II) THE SHARES DO NOT VEST IN ACCORDANCE WITH
SECTION 2(A), SECTION 2(B) OR SECTION 2(C) HEREOF, THEN SUCH SHARES SHALL BE
FORFEITED IMMEDIATELY AND AUTOMATICALLY TO THE COMPANY FOR NO CONSIDERATION
EFFECTIVE AS OF EITHER THE DATE OF TERMINATION OF EMPLOYMENT OR JANUARY
[
], 2013, WHICHEVER IS EARLIER AND THE PARTICIPANT SHALL HAVE NO FURTHER
RIGHTS WITH RESPECT TO SUCH SHARES.
(E)
FOR PURPOSES OF THIS AGREEMENT, EMPLOYMENT WITH THE COMPANY SHALL
INCLUDE EMPLOYMENT WITH A PARENT OR SUBSIDIARY OF THE COMPANY, OR ANY SUCCESSOR
TO THE COMPANY, SUBJECT TO THE TERMS AND PROVISIONS OF THE EMPLOYMENT AGREEMENT.
3.
RESTRICTIONS ON TRANSFER.
(A)
THE PARTICIPANT SHALL NOT SELL, ASSIGN, TRANSFER, PLEDGE,
HYPOTHECATE OR OTHERWISE DISPOSE OF, BY OPERATION OF LAW OR OTHERWISE
(COLLECTIVELY "TRANSFER") ANY SHARES, OR ANY INTEREST THEREIN, UNTIL SUCH SHARES
HAVE VESTED, EXCEPT THAT THE PARTICIPANT MAY TRANSFER SUCH SHARES (I) TO OR FOR
THE BENEFIT OF ANY SPOUSE, CHILDREN, PARENTS, UNCLES, AUNTS, SIBLINGS,
GRANDCHILDREN AND ANY OTHER RELATIVES APPROVED BY THE BOARD OF DIRECTORS
(COLLECTIVELY, "APPROVED RELATIVES") OR TO A TRUST ESTABLISHED SOLELY FOR THE
BENEFIT OF THE PARTICIPANT AND/OR APPROVED RELATIVES, PROVIDED THAT SUCH SHARES
SHALL REMAIN SUBJECT TO THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE
RESTRICTIONS ON TRANSFER SET FORTH IN THIS SECTION 3 AND THE FORFEITURE
PROVISIONS CONTAINED IN SECTION 2) AND SUCH PERMITTED TRANSFEREE SHALL, AS A
CONDITION TO SUCH TRANSFER, DELIVER TO THE COMPANY A WRITTEN INSTRUMENT
CONFIRMING THAT SUCH TRANSFEREE SHALL BE BOUND BY ALL OF THE TERMS AND
CONDITIONS OF THIS AGREEMENT OR (II) AS PART OF THE SALE OF ALL OR SUBSTANTIALLY
ALL OF THE SHARES OF CAPITAL STOCK OF THE COMPANY (INCLUDING PURSUANT TO A
MERGER OR CONSOLIDATION), PROVIDED THAT, IN ACCORDANCE WITH THE PLAN AND EXCEPT
AS OTHERWISE PROVIDED HEREIN, THE SECURITIES OR OTHER PROPERTY RECEIVED BY THE
PARTICIPANT IN CONNECTION WITH SUCH TRANSACTION SHALL REMAIN SUBJECT TO THIS
AGREEMENT.
(B)
THE COMPANY SHALL NOT BE REQUIRED (I) TO TRANSFER ON ITS BOOKS ANY
OF THE SHARES WHICH HAVE BEEN TRANSFERRED IN VIOLATION OF ANY OF THE PROVISIONS
SET FORTH IN THIS AGREEMENT OR (II) TO TREAT AS OWNER OF SUCH SHARES OR TO PAY
DIVIDENDS TO ANY TRANSFEREE TO WHOM SUCH SHARES HAVE BEEN TRANSFERRED IN
VIOLATION OF ANY OF THE PROVISIONS OF THIS AGREEMENT.
4.
RESTRICTIVE LEGENDS.
All Shares subject to this Agreement subject to the following restriction, in
addition to any other legends that may be required under federal or state
securities laws:
"The shares of stock represented by this certificate are subject to forfeiture
provisions