YOUR NAME
FOR THE NUMBER OF SHARES THAT HAVE VESTED.
7.
FORFEITURE.
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