REFERRED TO HEREIN AS "UNRELEASED SHARES."
3.4
RESTRICTIONS ON TRANSFER.
UNLESS OTHERWISE
PERMITTED BY THE BOARD PURSUANT TO THE PLAN, NO UNRELEASED SHARES OR ANY
DIVIDENDS OR OTHER DISTRIBUTIONS THEREON OR ANY INTEREST OR RIGHT THEREIN OR
PART THEREOF, SHALL BE LIABLE FOR THE DEBTS, CONTRACTS OR ENGAGEMENTS OF HOLDER
OR HIS OR HER SUCCESSORS IN INTEREST OR SHALL BE SUBJECT TO SALE OR OTHER
DISPOSITION BY TRANSFER, ALIENATION, ANTICIPATION, PLEDGE, ENCUMBRANCE,
ASSIGNMENT OR ANY OTHER MEANS WHETHER SUCH SALE OR OTHER 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 SALE OR OTHER DISPOSITION THEREOF SHALL BE NULL AND VOID AND
OF NO EFFECT.
3.5
NOTICE OF RELEASE.
THE COMMITTEE SHALL
PROVIDE WRITTEN NOTICE TO HOLDER OF WHETHER, AND THE EXTENT TO WHICH, ANY OF THE
SHARES BECAME VESTED AND RELEASED IN ACCORDANCE WITH SECTION 3.2 ABOVE FOR EACH
CALENDAR YEAR DURING THE PERFORMANCE PERIOD.
SUCH NOTICE SHALL BE PROVIDED AS
SOON AS ADMINISTRATIVELY PRACTICABLE AFTER AUDITED FINANCIAL STATEMENTS ARE
AVAILABLE FOR SUCH CALENDAR YEAR AND THE COMMITTEE HAS CERTIFIED IN WRITING THE
EXTENT TO WHICH THE APPLICABLE PERFORMANCE GOALS SET FORTH IN THE GRANT NOTICE
WERE ACHIEVED.
ARTICLE IV
ESCROW OF SHARES
4.1
ESCROW OF SHARES.
TO INSURE THE
AVAILABILITY FOR DELIVERY OF HOLDER'S UNRELEASED SHARES IN THE EVENT OF
FORFEITURE OF SUCH SHARES BY HOLDER PURSUANT TO SECTION 3.1, HOLDER HEREBY
APPOINTS THE SECRETARY OF THE COMPANY, OR ANY OTHER PERSON DESIGNATED BY THE
BOARD AS ESCROW AGENT, AS HIS OR HER ATTORNEY-IN-FACT TO ASSIGN AND TRANSFER
UNTO THE COMPANY, SUCH UNRELEASED SHARES, IF ANY, FORFEITED BY HOLDER PURSUANT
TO SECTION 3.1 AND ANY DIVIDENDS OR OTHER DISTRIBUTIONS THEREON, AND SHALL, UPON
EXECUTION OF THIS AGREEMENT, DELIVER AND DEPOSIT WITH THE SECRETARY OF THE
COMPANY, OR SUCH OTHER PERSON DESIGNATED BY THE BOARD, ANY SHARE CERTIFICATES
REPRESENTING THE UNRELEASED SHARES, TOGETHER WITH THE STOCK ASSIGNMENT DULY
ENDORSED IN BLANK, ATTACHED AS EXHIBIT B TO THE GRANT NOTICE.
THE UNRELEASED
SHARES AND STOCK ASSIGNMENT SHALL BE HELD BY THE SECRETARY OF THE COMPANY, OR
SUCH OTHER PERSON DESIGNATED BY THE BOARD, IN ESCROW, PURSUANT TO THE JOINT
ESCROW INSTRUCTIONS OF THE COMPANY AND HOLDER ATTACHED AS EXHIBIT C TO THE GRANT
NOTICE, UNTIL THE UNRELEASED SHARES ARE FORFEITED BY HOLDER AS PROVIDED IN
SECTION 3.1, UNTIL SUCH UNRELEASED SHARES ARE RELEASED FROM THE FORFEITURE
RESTRICTION, OR UNTIL SUCH TIME AS THIS AGREEMENT NO LONGER IS IN EFFECT.
UPON
RELEASE OF THE UNRELEASED SHARES FROM THE FORFEITURE
A-5
RESTRICTION, THE ESCROW AGENT SHALL DELIVER TO HOLDER THE CERTIFICATE OR
CERTIFICATES REPRESENTING SUCH SHARES IN THE ESCROW AGENT'S POSSESSION BELONGING
TO HOLDER IN ACCORDANCE WITH THE TERMS OF THE JOINT ESCROW INSTRUCTIONS ATTACHED
AS EXHIBIT C TO THE GRANT NOTICE, AND THE ESCROW AGENT SHALL BE DISCHARGED OF
ALL FURTHER OBLIGATIONS HEREUNDER; PROVIDED, HOWEVER, THAT THE ESCROW AGENT
SHALL NEVERTHELESS RETAIN SUCH CERTIFICATE OR CERTIFICATES AS ESCROW AGENT IF SO
REQUIRED