RESTRICTIONS ON TRANSFERABILITY. DURING THE RESTRICTION PERIOD, THE
RESTRICTED STOCK GRANTED HEREBY IS NOT ASSIGNABLE OR TRANSFERABLE, IN WHOLE OR
IN PART, AND MAY NOT, DIRECTLY OR INDIRECTLY, BE OFFERED, TRANSFERRED, SOLD,
PLEDGED, ASSIGNED, ALIENATED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR
ENCUMBERED (INCLUDING WITHOUT LIMITATION BY GIFT, OPERATION OF LAW OR OTHERWISE)
OTHER THAN BY WILL OR BY THE LAWS OF DESCENT AND DISTRIBUTION TO THE ESTATE OF
THE GRANTEE UPON THE GRANTEE'S DEATH; PROVIDED THAT THE DECEASED GRANTEE'S
BENEFICIARY OR REPRESENTATIVE OF THE GRANTEE'S ESTATE SHALL ACKNOWLEDGE AND
AGREE IN WRITING, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, TO BE BOUND BY
THE PROVISIONS OF THIS AGREEMENT AND THE PLAN AS IF SUCH BENEFICIARY OR THE
ESTATE WERE THE GRANTEE.
(B)
RIGHTS AS STOCKHOLDER. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT OR
THE PLAN, GRANTEE SHALL HAVE, WITH RESPECT TO ALL RESTRICTED STOCK, THE RIGHT TO
VOTE SUCH RESTRICTED STOCK AND THE RIGHT TO RECEIVE CASH AND OTHER DIVIDENDS, IF
ANY, AS MAY BE DECLARED ON THE RESTRICTED STOCK FROM TIME TO TIME, BUT SHALL
OTHERWISE ENJOY NONE OF THE RIGHTS OF A STOCKHOLDER UNLESS AND UNTIL THE
EXPIRATION OF THE RESTRICTION PERIOD WITH RESPECT TO SUCH RESTRICTED STOCK. ANY
SECURITIES ISSUED TO OR RECEIVED BY THE GRANTEE WITH RESPECT TO RESTRICTED STOCK
AS A RESULT OF A STOCK SPLIT, A DIVIDEND PAYABLE IN CAPITAL STOCK OR OTHER
SECURITIES, A COMBINATION OF SHARES OR ANY OTHER CHANGE OR EXCHANGE OF THE
RESTRICTED STOCK FOR OTHER SECURITIES, BY RECLASSIFICATION, REORGANIZATION,
DISTRIBUTION, LIQUIDATION, MERGER, CONSOLIDATION, OR OTHERWISE, SHALL HAVE THE
SAME STATUS AND BEAR THE SAME LEGEND AS THE RESTRICTED STOCK AND SHALL BE HELD
BY THE COMPANY IF THE RESTRICTED STOCK IS BEING SO HELD, UNLESS OTHERWISE
DETERMINED BY THE COMMITTEE.
(C)
LEGEND. ANY CERTIFICATE EVIDENCING THE RESTRICTED STOCK AND ANY BOOK ENTRY
CREDIT SHALL REFLECT THE FOLLOWING LEGEND: "THE SHARES REPRESENTED BY THIS
CERTIFICATE OR THIS BOOK ENTRY ARE SUBJECT TO THE TERMS AND CONDITIONS
(INCLUDING FORFEITURE) CONTAINED IN THE SIRVA, INC. AMENDED AND RESTATED OMNIBUS
STOCK INCENTIVE PLAN AND THE SHARES EVIDENCED HEREBY ARE NOT ASSIGNABLE OR
OTHERWISE
3
TRANSFERABLE EXCEPT IN ACCORDANCE WITH SUCH PLAN, A COPY OF WHICH IS ON FILE
WITH THE SECRETARY OF THE COMPANY."
(D)
FORFEITURE. BY ACCEPTING THE RESTRICTED STOCK, THE GRANTEE ACKNOWLEDGES AND
AGREES THAT THE RESTRICTED STOCK HAVE BEEN GRANTED AS AN INCENTIVE TO THE
GRANTEE TO REMAIN EMPLOYED BY THE COMPANY AND THE SUBSIDIARIES, AND TO USE HIS
OR HER BEST EFFORTS TO ENHANCE THE VALUE OF THE COMPANY AND THE SUBSIDIARIES
OVER THE LONG-TERM. ACCORDINGLY, NOTWITHSTANDING ANYTHING CONTAINED IN THIS
AGREEMENT TO THE CONTRARY, IF, (A) DURING THE GRANTEE'S EMPLOYMENT WITH THE
COMPANY OR ANY SUBSIDIARY, (B) DURING ANY POST-TERMINATION PERIOD WHERE THE
RESTRICTION PERIOD MAY CONTINUE TO LAPSE, OR (C) DURING THE PERIOD ENDING ONE
(1) YEAR AFTER THE EXPIRATION OF ANY POST-TERMINATION PERIOD (THE DATE SUCH
PERIOD EXPIRES, THE "ONE-YEAR DATE"), THE GRANTEE, EXCEPT WITH THE PRIOR WRITTEN
CONSENT OF THE COMMITTEE,
(I)
DIRECTLY