THESE SHARES SHALL BE SIMILARLY TREATED, SUBJECT TO ANY VESTING
REQUIREMENT HEREUNDER.
(III)
FOR PURPOSES OF THIS PARAGRAPH 2(B), AN ACQUIRER OF ALL OR
SUBSTANTIALLY ALL THE ASSETS OF THE COMPANY SHALL BE TREATED AS THE "COMPANY."
(C)
DEATH AND DISABILITY.
UPON THE GRANTEE'S DEATH OR PERMANENT
DISABILITY WHILE A MEMBER OF THE BOARD, ANY THEN UNVESTED SHARES SHALL
IMMEDIATELY VEST.
(D)
NO VESTING AFTER TERMINATION DATE.
NOTWITHSTANDING ANY PROVISION
OF PARAGRAPH 2 TO THE CONTRARY, THE UNVESTED SHARES SHALL BE FORFEITED, WITHOUT
COMPENSATION (INCLUDING ANY REPAYMENT OF THE PAR VALUE AMOUNT), UPON THE
GRANTEE'S TERMINATION DATE.
3.
PROCEDURE FOR ISSUING SHARES UPON GRANT DATE.
AS A CONDITION TO
ANY ISSUANCE OF SHARES BY THE COMPANY TO THE GRANTEE, THE GRANTEE SHALL MAKE ALL
CUSTOMARY INVESTMENT REPRESENTATIONS WHICH THE COMPANY REQUIRES.
WITHOUT
LIMITING THE FOREGOING, THE GRANTEE ACKNOWLEDGES THAT THE SHARES ARE BEING
ISSUED TO THE GRANTEE AND THIS RESTRICTED STOCK AGREEMENT IS BEING MADE BY THE
COMPANY IN RELIANCE UPON THE FOLLOWING EXPRESS REPRESENTATIONS AND WARRANTIES BY
THE GRANTEE:
(A)
THAT HE OR SHE HAS BEEN ADVISED THAT HE OR SHE MAY BE AN
"AFFILIATE" WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT AND IN THIS
CONNECTION THE COMPANY IS RELYING IN PART ON HIS OR HER REPRESENTATIONS SET
FORTH IN THIS PARAGRAPH;
(B)
IF HE OR SHE IS DEEMED AN AFFILIATE WITHIN THE MEANING OF RULE 144
OF THE SECURITIES ACT, THE SHARES MUST BE HELD FOR THE PERIOD OF TIME REQUIRED
BY APPLICABLE LAW UNLESS AN EXEMPTION FROM ANY APPLICABLE RESALE RESTRICTIONS IS
AVAILABLE OR THE COMPANY FILES AN ADDITIONAL REGISTRATION STATEMENT (OR A
"RE-OFFER PROSPECTUS") WITH REGARD TO SUCH SHARES AND THE COMPANY IS UNDER NO
OBLIGATION TO REGISTER THE SHARES (OR TO FILE A "RE-OFFER PROSPECTUS"); AND
(C)
IF HE OR SHE IS DEEMED AN AFFILIATE WITHIN THE MEANING OF RULE 144
OF THE SECURITIES ACT, HE OR SHE UNDERSTANDS THAT THE EXEMPTION FROM
REGISTRATION UNDER RULE 144 WILL NOT BE AVAILABLE UNLESS (I) A PUBLIC TRADING
MARKET THEN EXISTS FOR THE COMMON STOCK, (II) ADEQUATE INFORMATION CONCERNING
THE COMPANY IS THEN AVAILABLE TO THE PUBLIC, AND (III) OTHER TERMS AND
CONDITIONS OF RULE 144 OR ANY EXEMPTION THEREFROM ARE COMPLIED WITH; AND THAT
ANY SALE OF THE SHARES MAY BE MADE ONLY IN LIMITED AMOUNTS IN ACCORDANCE WITH
SUCH TERMS AND CONDITIONS.
4.
SECURITIES LAWS RESTRICTIONS AND OTHER RESTRICTIONS ON TRANSFER
OF SHARES.
THE GRANTEE UNDERSTANDS AND ACKNOWLEDGES THAT FEDERAL AND STATE
SECURITIES LAWS GOVERN AND RESTRICT HIS OR HER RIGHT TO OFFER, SELL OR OTHERWISE
DISPOSE OF ANY SHARES UNLESS THE OFFER, SALE OR OTHER DISPOSITION THEREOF IS
REGISTERED UNDER THE SECURITIES ACT AND STATE SECURITIES LAWS, OR IN THE OPINION
OF THE COMPANY'S COUNSEL, SUCH OFFER, SALE OR OTHER DISPOSITION IS EXEMPT FROM
REGISTRATION OR QUALIFICATION THEREUNDER.
THE GRANTEE AGREES THAT HE OR SHE
WILL NOT OFFER, SELL OR OTHERWISE DISPOSE OF ANY SHARES IN ANY MANNER WHICH
WOULD: (I) REQUIRE THE COMPANY TO FILE ANY REGISTRATION STATEMENT WITH