thereto.
Neither the Restricted Shares nor any interest or right therein or part thereof
shall be liable for the debts, contracts, or engagements of 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.
3
SECTION 3.4 - ACCELERATION OF VESTING AND LAPSE OF RESTRICTIONS.
UPON THE OCCURRENCE OF A CHANGE IN CONTROL EVENT, THE RESTRICTIONS SHALL,
IMMEDIATELY PRIOR TO THE EFFECTIVE DATE OF THE CHANGE IN CONTROL EVENT,
AUTOMATICALLY LAPSE FOR ALL RESTRICTED SHARES; PROVIDED, HOWEVER, THAT THE
RESTRICTIONS SHALL NOT SO LAPSE IF AND TO THE EXTENT THE RESTRICTED SHARES ARE,
IN CONNECTION WITH THE CHANGE IN CONTROL EVENT, EITHER TO BE ASSUMED BY THE
SUCCESSOR OR SURVIVOR CORPORATION (OR PARENT THEREOF) OR TO BE REPLACED WITH A
COMPARABLE RIGHT WITH RESPECT TO SHARES OF THE CAPITAL STOCK OF THE SUCCESSOR OR
SURVIVOR CORPORATION (OR PARENT THEREOF), IN EACH CASE APPROPRIATELY ADJUSTED.
THE DETERMINATION OF COMPARABILITY OF RIGHTS SHALL BE MADE BY THE BOARD, AND ITS
DETERMINATION SHALL BE FINAL, BINDING AND CONCLUSIVE.
THE BOARD MAY MAKE SUCH
DETERMINATIONS AND ADOPT SUCH RULES AND CONDITIONS AS IT, IN ITS ABSOLUTE
DISCRETION, DEEMS APPROPRIATE IN CONNECTION WITH SUCH ACCELERATION OF LAPSE OF
RESTRICTIONS, INCLUDING, BUT NOT BY WAY OF LIMITATION, PROVISIONS TO ENSURE THAT
ANY SUCH ACCELERATION SHALL BE CONDITIONED UPON THE CONSUMMATION OF THE
CONTEMPLATED CHANGE IN CONTROL EVENT.
SECTION 3.5 - ESCROW.
(A)
THE SECRETARY OF THE COMPANY OR ANY OTHER PERSON DESIGNATED BY THE
BOARD AS ESCROW AGENT SHALL RETAIN PHYSICAL CUSTODY OF ANY CERTIFICATES
REPRESENTING THE RESTRICTED SHARES UNTIL AND TO THE EXTENT (I) SUCH RESTRICTED
SHARES HAVE VESTED AND ALL RESTRICTIONS HAVE BEEN REMOVED OR LAPSED AS TO SUCH
SHARES UNDER THIS AGREEMENT, OR (II) SUCH SHARES HAVE BEEN FORFEITED OR
CANCELLED PURSUANT TO SECTION 3.2.
TO ENSURE THE DELIVERY OF HOLDER'S
RESTRICTED SHARES UPON FORFEITURE, HOLDER HEREBY APPOINTS THE SECRETARY OF THE
COMPANY OR ANY OTHER DESIGNATED ESCROW AGENT AS HOLDER'S ATTORNEY-IN-FACT TO
ASSIGN AND TRANSFER UNTO THE COMPANY (OR SUCH DESIGNEE), SUCH RESTRICTED SHARES,
IF ANY, PURSUANT TO SECTION 3.2.
(B)
THE SECRETARY, OR OTHER ESCROW AGENT, SHALL NOT BE LIABLE FOR ANY
ACT HE OR SHE MAY DO OR OMIT TO DO WITH RESPECT TO HOLDING THE RESTRICTED SHARES
IN ESCROW AND WHILE ACTING IN GOOD FAITH AND IN THE EXERCISE OF HIS OR HER
JUDGMENT.
SECTION 3.6 - LEGEND.
Any share certificate or other evidence of the Restricted Shares issued
hereunder may at the discretion of the Company be endorsed with or subject to
the following legend (in addition to any legend required under applicable state
securities laws):
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER AND CERTAIN FORFEITURES AS SET