OR PRIOR TO THE DATE
HEREOF).
(C)
IN CONNECTION WITH THE RECEIPT OF THE RSUS AND THE DELIVERY OF ANY
EMPLOYEE STOCK HEREUNDER, EMPLOYEE REPRESENTS AND WARRANTS TO, AND AGREES WITH,
THE COMPANY THAT:
(I)
THE RSUS AND THE EMPLOYEE STOCK TO BE
ACQUIRED BY EMPLOYEE PURSUANT TO THIS AGREEMENT SHALL BE ACQUIRED FOR EMPLOYEE'S
OWN ACCOUNT AND NOT WITH A VIEW TO, OR INTENTION OF, DISTRIBUTION THEREOF IN
VIOLATION OF THE SECURITIES ACT, OR ANY APPLICABLE STATE SECURITIES LAWS, AND
THE RSUS AND THE EMPLOYEE STOCK SHALL NOT BE DISPOSED OF IN CONTRAVENTION OF THE
SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS.
(II)
THIS AGREEMENT CONSTITUTES THE LEGAL,
VALID AND BINDING OBLIGATION OF EMPLOYEE, ENFORCEABLE IN ACCORDANCE WITH ITS
TERMS, AND THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY EMPLOYEE
DO NOT AND SHALL NOT CONFLICT WITH, VIOLATE OR CAUSE A BREACH OF ANY AGREEMENT,
CONTRACT OR INSTRUMENT TO WHICH EMPLOYEE IS A PARTY OR ANY JUDGMENT, ORDER OR
DECREE TO WHICH EMPLOYEE IS SUBJECT.
(III)
EMPLOYEE HAS NOT TAKEN ANY ACTION THAT
CONSTITUTES A CONFLICT WITH, VIOLATION OR BREACH OF, AND THE EXECUTION AND
DELIVERY OF THIS AGREEMENT AND THE OTHER AGREEMENTS CONTEMPLATED HEREBY WILL NOT
CONFLICT WITH, VIOLATE OR CAUSE A BREACH OF, ANY NONCOMPETE, NONSOLICITATION OR
CONFIDENTIALITY AGREEMENT TO WHICH EMPLOYEE IS A PARTY OR BY WHICH EMPLOYEE IS
BOUND.
EMPLOYEE AGREES TO NOTIFY THE BOARD OF ANY MATTER (INCLUDING, BUT NOT
LIMITED TO, ANY POTENTIAL ACQUISITION BY THE COMPANY) WHICH, TO EMPLOYEE'S
KNOWLEDGE, MIGHT REASONABLY BE EXPECTED TO VIOLATE OR CAUSE A BREACH OF ANY SUCH
AGREEMENT.
(IV)
EMPLOYEE IS A RESIDENT OF THE [STATE]
[COMMONWEALTH] OF [
].
(V)
EMPLOYEE HAS BEEN ADVISED AND ENCOURAGED IN
WRITING (VIA THIS AGREEMENT) TO CONSULT WITH AN ATTORNEY AND A TAX ADVISOR PRIOR
TO SIGNING THIS AGREEMENT.
(D)
AS AN INDUCEMENT TO THE COMPANY TO ISSUE ANY RSUS TO EMPLOYEE, AND
AS A CONDITION THERETO, EMPLOYEE ACKNOWLEDGES AND AGREES THAT NEITHER THE
ISSUANCE OF THE RSUS OR THE DELIVERY OF ANY EMPLOYEE STOCK NOR ANY PROVISION
CONTAINED HEREIN SHALL ENTITLE EMPLOYEE TO EMPLOYMENT WITH THE COMPANY OR ANY OF
THE SUBSIDIARIES, OR AFFECT THE RIGHT OF THE COMPANY OR ANY OF ITS SUBSIDIARIES
TO TERMINATE EMPLOYEE'S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE.
(E)
THE COMPANY AND EMPLOYEE ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT
HAS BEEN EXECUTED AND DELIVERED, THE RSUS HAVE BEEN GRANTED AND ANY EMPLOYEE
STOCK THAT MAY BE DELIVERED HEREUNDER WILL BE DELIVERED, IN CONNECTION WITH AND
AS A PART OF THE COMPENSATION AND INCENTIVE ARRANGEMENTS BETWEEN THE COMPANY
(TOGETHER WITH ITS SUBSIDIARIES) AND EMPLOYEE.
2
(F)
IN CONNECTION WITH THE ISSUANCE OF ANY EMPLOYEE STOCK HEREUNDER,
EMPLOYEE HEREBY AGREES AND ACKNOWLEDGES THAT ALL OF THE SHARES OF THE EMPLOYEE
STOCK ARE SUBJECT IN ALL RESPECTS TO THE TERMS OF THIS AGREEMENT.
3.
VESTING.
(A)
EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 3, THE RSUS SHALL
BECOME VESTED IN ACCORDANCE WITH THE FOLLOWING SCHEDULE, IF AS OF EACH SUCH DATE