EXCEPT AS OTHERWISE DETERMINED BY THE COMMITTEE, IF
YOUR EMPLOYMENT WITH THE COMPANY IS TERMINATED FOR ANY REASON OTHER THAN
DISABILITY OR DEATH AS STATED IN SECTION 4 HEREOF [OR YOU FAIL TO MEET THE
SPECIFIED PERFORMANCE MEASURE AS OF THE RELEVANT VESTING DATE,] THEN ANY SHARES
THAT HAVE NOT PREVIOUSLY VESTED SHALL BE FORFEITED BY YOU TO THE COMPANY, YOU
SHALL THEREAFTER HAVE NO RIGHT, TITLE OR INTEREST WHATSOEVER IN SUCH SHARES,
AND, IF APPLICABLE, YOU SHALL IMMEDIATELY RETURN TO THE COMPANY ANY AND ALL
CERTIFICATES REPRESENTING SUCH SHARES SO FORFEITED THEN IN YOUR POSSESSION.
ADDITIONALLY, YOU WILL EXECUTE AND DELIVER TO THE COMPANY ANY AND ALL
DOCUMENTATION NECESSARY TO EVIDENCE THE FORFEITURE OF SUCH SHARES AND THE
TRANSFER THEREOF TO THE COMPANY. THE COMPANY WILL BE AUTHORIZED TO CANCEL ANY
AND ALL CERTIFICATES REPRESENTING SUCH SHARES SO FORFEITED AND ISSUE AND DELIVER
TO YOU A NEW CERTIFICATE FOR ANY SHARES WHICH VESTED PRIOR TO FORFEITURE, IF
ANY.
8.
RIGHTS AS STOCKHOLDER.
SUBJECT TO THE PROVISIONS OF THIS
AGREEMENT, YOU SHALL EXERCISE ALL RIGHTS AND PRIVILEGES OF A STOCKHOLDER OF THE
COMPANY WITH RESPECT TO THE SHARES DEPOSITED IN ESCROW.
YOU SHALL BE DEEMED TO
BE THE HOLDER OF THE SHARES FOR PURPOSES OF RECEIVING ANY DIVIDENDS THAT MAY BE
PAID WITH RESPECT TO SUCH SHARES AND FOR PURPOSES OF EXERCISING ANY VOTING,
LIQUIDATION OR OTHER RIGHTS RELATING TO SUCH SHARES, EVEN IF SOME OR ALL OF THE
SHARES HAVE NOT YET VESTED AND BEEN RELEASED FROM THE RISK OF FORFEITURE.
9.
LIMITATIONS ON TRANSFER.
IN ADDITION TO ANY OTHER LIMITATION ON
TRANSFER CREATED BY APPLICABLE SECURITIES LAWS, YOU SHALL NOT SELL, ASSIGN,
HYPOTHECATE, DONATE, ENCUMBER OR OTHERWISE DISPOSE OF ANY INTEREST IN THE SHARES
WHILE THE SHARES ARE SUBJECT TO THE RISK OF FORFEITURE.
AFTER ANY SHARES HAVE
BEEN FULLY VESTED AND NONFORFEITABLE, YOU SHALL NOT SELL, ASSIGN, HYPOTHECATE,
DONATE, ENCUMBER OR OTHERWISE DISPOSE OF ANY INTEREST IN THE SHARES EXCEPT IN
COMPLIANCE WITH THE PROVISIONS HEREIN AND APPLICABLE SECURITIES LAWS.
2
10.
RESTRICTIVE LEGEND.
ALL CERTIFICATES REPRESENTING THE UNVESTED
SHARES SHALL HAVE ENDORSED THEREON A LEGEND IN SUBSTANTIALLY THE FOLLOWING FORM
(IN ADDITION TO ANY OTHER LEGEND WHICH MAY BE REQUIRED BY OTHER AGREEMENTS
BETWEEN THE PARTIES HERETO):
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RISK OF FORFEITURE
SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR SUCH
HOLDER'S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL
OFFICE OF THIS COMPANY.
ANY TRANSFER OR ATTEMPTED TRANSFER OF ANY SHARES
SUBJECT TO SUCH RISK OF FORFEITURE IS VOID WITHOUT THE PRIOR EXPRESS WRITTEN
CONSENT OF THE COMPANY."
11.
TRANSFERABILITY.
YOUR AWARD IS NOT TRANSFERABLE EXCEPT BY WILL OR
BY THE LAWS OF DESCENT AND DISTRIBUTION AND SHALL BE EXERCISABLE DURING YOUR
LIFETIME ONLY BY YOU.
12.
AWARD NOT A SERVICE CONTRACT.
YOUR AWARD IS NOT AN EMPLOYMENT OR
SERVICE CONTRACT, AND NOTHING IN YOUR AWARD SHALL BE DEEMED TO CREATE IN ANY WAY
WHATSOEVER ANY OBLIGATION