LEAST ONE YEAR AFTER THE SHARES ARE
ISSUED.
NOTHING IN THIS AGREEMENT OR IN THE PLAN SHALL CONFER UPON THE HOLDER
ANY RIGHT TO CONTINUE IN THE EMPLOY OF OR IN THE SERVICE OF THE COMPANY OR ANY
SUBSIDIARY OR SHALL INTERFERE WITH OR RESTRICT IN ANY WAY THE RIGHTS OF THE
COMPANY OR ANY SUBSIDIARY WHICH ARE HEREBY EXPRESSLY RESERVED, TO DISCHARGE A
HOLDER WHO IS AN EMPLOYEE OR CONSULTANT OR DIRECTOR AT ANY TIME FOR ANY REASON
WHATSOEVER, WITH OR WITHOUT CAUSE AND WITH OR WITHOUT ADVANCE NOTICE.
ARTICLE III.
RESTRICTIONS
3.1
FORFEITURE.
UPON THE HOLDER'S TERMINATION OF EMPLOYMENT,
TERMINATION OF CONSULTANCY OR TERMINATION OF DIRECTORSHIP (EACH AS DEFINED IN
THE PLAN), ALL OF THE UNRELEASED SHARES (AS DEFINED BELOW) SHALL THEREUPON BE
FORFEITED IMMEDIATELY AND WITHOUT ANY FURTHER ACTION BY THE COMPANY (THE
"FORFEITURE RESTRICTION").
3.2
UNRELEASED SHARES NOT TRANSFERABLE.
UNLESS OTHERWISE PERMITTED BY
THE COMMITTEE PURSUANT TO THE PLAN, NO UNRELEASED SHARES OR ANY INTEREST OR
RIGHT THEREIN OR PART THEREOF SHALL BE LIABLE FOR THE DEBTS, CONTRACTS OR
ENGAGEMENTS OF THE HOLDER OR HIS SUCCESSORS IN INTEREST OR SHALL BE SUBJECT TO
DISPOSITION BY TRANSFER, ALIENATION, ANTICIPATION, PLEDGE, ENCUMBRANCE,
ASSIGNMENT OR ANY OTHER MEANS WHETHER SUCH 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 DISPOSITION THEREOF SHALL BE NULL AND VOID AND OF NO EFFECT (THE
"TRANSFER RESTRICTION"); PROVIDED, HOWEVER, THAT THIS SECTION 3.2 SHALL NOT
PREVENT TRANSFERS BY WILL OR BY APPLICABLE LAWS OF DESCENT AND DISTRIBUTION.
In case of a permitted transfer, the transferee or other recipient shall receive
and hold the Shares so transferred subject to the provisions of this Agreement,
and there shall be no further transfer of such Shares except in accordance with
the terms of this Section.
Any transferee shall acknowledge the same by signing
a
2
copy of this Agreement.
Transfer or sale of the Shares is subject to
restrictions on transfer imposed by any applicable state and federal securities
laws.
3.3
RELEASE OF SHARES FROM RESTRICTIONS.
(A)
SUBJECT TO SECTIONS 3.1, 3.6 AND 3.7, THE SHARES SHALL BE RELEASED
FROM THE FORFEITURE RESTRICTION AND THE TRANSFER RESTRICTION AS FOLLOWS:
[
OF THE SHARES SHALL BE RELEASED FROM THE
FORFEITURE RESTRICTION AND THE TRANSFER RESTRICTION ON THE
ANNIVERSARY OF THE EFFECTIVE DATE.
(THE
REMAINING
OF THE SHARES SHALL BE RELEASED FROM
THE FORFEITURE RESTRICTION AND THE TRANSFER RESTRICTION ON THE
ANNIVERSARY OF THE EFFECTIVE DATE.)]
(b)
Any of the Shares which, from time to time, have not yet been
released from the Forfeiture Restriction and the Transfer Restriction are
referred to herein as "Unreleased Shares."
3.4
LEGEND.
CERTIFICATES REPRESENTING SHARES ISSUED PURSUANT TO THIS
AGREEMENT SHALL, UNTIL SUCH SHARES ARE RELEASED FROM THE FORFEITURE RESTRICTION
AND THE TRANSFER RESTRICTION AND NEW CERTIFICATES ARE ISSUED THEREFORE, BEAR THE
FOLLOWING LEGEND:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE AND
CERTAIN RESTRICTIONS ON TRANSFERABILITY UNDER THE TERMS OF