Employee pursuant to this Agreement are referred to herein as "Employee
Stock."
The parties hereto agree as follows:
1.
INCORPORATION BY REFERENCE; PLAN DOCUMENT RECEIPT.
THIS AGREEMENT IS
SUBJECT IN ALL RESPECTS TO THE TERMS AND PROVISIONS OF THE PLAN (INCLUDING,
WITHOUT LIMITATION, ANY AMENDMENTS THERETO ADOPTED AT ANY TIME AND FROM TIME TO
TIME UNLESS SUCH AMENDMENTS ARE EXPRESSLY INTENDED NOT TO APPLY TO THE AWARD
PROVIDED HEREUNDER), ALL OF WHICH TERMS AND PROVISIONS ARE MADE A PART OF AND
INCORPORATED IN THIS AGREEMENT AS IF THEY WERE EXPRESSLY SET FORTH HEREIN.
ANY
CAPITALIZED TERM NOT DEFINED IN THIS AGREEMENT SHALL HAVE THE SAME MEANING AS IS
ASCRIBED THERETO IN THE PLAN.
EMPLOYEE HEREBY ACKNOWLEDGES RECEIPT OF A TRUE
COPY OF THE PLAN AND THAT EMPLOYEE HAS READ THE PLAN CAREFULLY AND FULLY
UNDERSTANDS ITS CONTENT.
IN THE EVENT OF A CONFLICT BETWEEN THE TERMS OF THIS
AGREEMENT AND THE TERMS OF THE PLAN, THE TERMS OF THE PLAN SHALL CONTROL.
2.
GRANT OF THE RSUS.
(A)
THE COMPANY GRANTED TO EMPLOYEE, AS OF
[
], [
]
RSUS, SUBJECT TO THE TERMS AND CONDITIONS HEREUNDER.
EMPLOYEE AGREES AND
UNDERSTANDS THAT NOTHING CONTAINED IN THIS AGREEMENT PROVIDES, OR IS INTENDED TO
PROVIDE, EMPLOYEE WITH ANY PROTECTION AGAINST POTENTIAL FUTURE DILUTION OF
EMPLOYEE'S STOCKHOLDER INTEREST IN THE COMPANY FOR ANY REASON.
EMPLOYEE SHALL
NOT HAVE THE RIGHTS OF A STOCKHOLDER IN RESPECT OF THE SHARES OF COMMON STOCK
UNDERLYING THESE RSUS UNTIL SUCH COMMON STOCK IS DELIVERED TO THE PARTICIPANT IN
ACCORDANCE WITH SECTION 4.
(B)
THE GRANT OF THE RSUS BY THE COMPANY IS SUBJECT TO EMPLOYEE'S EXECUTION
AND DELIVERY OF THE ATTACHED PROPRIETARY RIGHTS AND CONFIDENTIALITY AGREEMENT
BETWEEN EMPLOYEE AND THE COMPANY (OR, AT THE DISCRETION OF THE BOARD, A SIMILAR
AGREEMENT CONTAINING SUCH TERMS AS THE BOARD, OR A DULY DESIGNATED COMMITTEE
THEREOF, SHALL DETERMINE) (THE "EMPLOYEE CONFIDENTIALITY AGREEMENT"), IF
EMPLOYEE IS NOT CURRENTLY SUBJECT TO SUCH AN AGREEMENT.
THESE RSUS AND ALL
SHARES OF THE EMPLOYEE STOCK SHALL BE SUBJECT TO THE TERMS AND
CONDITIONS OF THE EMPLOYEE CONFIDENTIALITY AGREEMENT OR SUCH SIMILAR AGREEMENT
(WHETHER EXECUTED IN CONNECTION HEREWITH OR PRIOR TO THE DATE HEREOF).
(C)
IN CONNECTION WITH THE RECEIPT OF THE RSUS AND THE DELIVERY OF ANY
EMPLOYEE STOCK HEREUNDER, EMPLOYEE REPRESENTS AND WARRANTS TO, AND AGREES WITH,
THE COMPANY THAT:
(I)
THE RSUS AND THE EMPLOYEE STOCK TO BE ACQUIRED BY EMPLOYEE
PURSUANT TO THIS AGREEMENT SHALL BE ACQUIRED FOR EMPLOYEE'S OWN ACCOUNT AND NOT
WITH A VIEW TO, OR INTENTION OF, DISTRIBUTION THEREOF IN VIOLATION OF THE
SECURITIES ACT, OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE RSUS AND THE
EMPLOYEE STOCK SHALL NOT BE DISPOSED OF IN CONTRAVENTION OF THE SECURITIES ACT
OR ANY APPLICABLE STATE SECURITIES LAWS.
(II)
THIS AGREEMENT CONSTITUTES THE LEGAL, VALID AND BINDING
OBLIGATION OF EMPLOYEE, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, AND THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY EMPLOYEE DO NOT AND
SHALL NOT CONFLICT WITH, VIOLATE OR CAUSE A BREACH OF