TO SUCH SHARE), THE COMPANY
WILL CAUSE THAT STOP-TRANSFER ORDER TO BE REMOVED.
THE COMPANY MAY ALSO
CONDITION DELIVERY OF CERTIFICATES FOR RESTRICTED SHARES UPON RECEIPT FROM THE
GRANTEE OF ANY UNDERTAKINGS THAT IT MAY DETERMINE ARE APPROPRIATE TO FACILITATE
COMPLIANCE WITH FEDERAL AND STATE SECURITIES LAWS.
(C)
IF ANY CERTIFICATE IS ISSUED IN RESPECT OF RESTRICTED SHARES, THAT
CERTIFICATE WILL BE LEGENDED AS DESCRIBED IN SECTION 8(B) OF THE PLAN AND HELD
IN ESCROW BY THE COMPANY'S SECRETARY OR HIS OR HER DESIGNEE.
IN ADDITION, THE
GRANTEE MAY BE REQUIRED TO EXECUTE AND DELIVER TO THE COMPANY A STOCK POWER WITH
RESPECT TO THOSE RESTRICTED SHARES.
AT SUCH TIME AS THOSE RESTRICTED SHARES
BECOME NONFORFEITABLE, THE COMPANY WILL CAUSE A NEW CERTIFICATE TO BE ISSUED
WITHOUT THAT PORTION OF THE LEGEND REFERENCING THE PREVIOUSLY APPLICABLE
FORFEITURE CONDITIONS AND WILL CAUSE THAT NEW CERTIFICATE TO BE DELIVERED TO THE
GRANTEE (AGAIN, PROVIDED THAT APPROPRIATE ARRANGEMENTS HAVE BEEN MADE WITH THE
COMPANY FOR THE WITHHOLDING OR PAYMENT OF ANY TAXES THAT MAY BE DUE WITH RESPECT
TO SUCH SHARES).
4.
SUBSTITUTE PROPERTY.
IF, WHILE ANY OF THE RESTRICTED SHARES
REMAIN SUBJECT TO FORFEITURE, THERE OCCURS A MERGER, RECLASSIFICATION,
RECAPITALIZATION, STOCK SPLIT, STOCK DIVIDEND OR OTHER SIMILAR EVENT OR
TRANSACTION RESULTING IN NEW, SUBSTITUTED OR ADDITIONAL SECURITIES BEING ISSUED
OR DELIVERED TO THE GRANTEE BY REASON OF THE GRANTEE'S OWNERSHIP OF THE
RESTRICTED SHARES, SUCH SECURITIES WILL CONSTITUTE "RESTRICTED SHARES" FOR ALL
PURPOSES OF THIS AGREEMENT AND ANY CERTIFICATE ISSUED TO EVIDENCE SUCH
SECURITIES WILL IMMEDIATELY BE DEPOSITED WITH THE SECRETARY OF THE COMPANY (OR
HIS OR HER DESIGNEE) AND SUBJECT TO THE ESCROW DESCRIBED IN SECTION 3(C), ABOVE.
5.
RIGHTS OF GRANTEE DURING RESTRICTED PERIOD.
THE GRANTEE WILL
HAVE THE RIGHT TO VOTE THE RESTRICTED SHARES AND TO RECEIVE DIVIDENDS AND
DISTRIBUTIONS WITH RESPECT TO THE RESTRICTED SHARES; PROVIDED, HOWEVER, THAT ANY
CASH DIVIDENDS OR DISTRIBUTIONS PAID IN RESPECT OF THE RESTRICTED SHARES WHILE
THOSE SHARES REMAIN SUBJECT TO FORFEITURE WILL BE DELIVERED TO THE GRANTEE ONLY
IF AND WHEN THE RESTRICTED SHARES GIVING RISE TO SUCH DIVIDENDS OR DISTRIBUTIONS
BECOME NONFORFEITABLE.
6.
SECURITIES LAWS.
THE BOARD MAY FROM TIME TO TIME IMPOSE ANY
CONDITIONS ON THE RESTRICTED SHARES AS IT DEEMS NECESSARY OR ADVISABLE TO ENSURE
THAT THE RESTRICTED SHARES ARE ISSUED AND RESOLD IN COMPLIANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED.
2
7.
TAX CONSEQUENCES.
THE GRANTEE ACKNOWLEDGES THAT THE COMPANY HAS
NOT ADVISED THE GRANTEE REGARDING THE GRANTEE'S INCOME TAX LIABILITY IN
CONNECTION WITH THE GRANT OF OR THE LAPSE OF FORFEITURE RESTRICTIONS ON THE
RESTRICTED SHARES.
THE GRANTEE HAS HAD THE OPPORTUNITY TO REVIEW WITH HIS OR
HER OWN TAX ADVISORS THE FEDERAL, STATE AND LOCAL TAX CONSEQUENCES OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
THE GRANTEE IS RELYING SOLELY ON
SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY
OF ITS AGENTS.
THE GRANTEE UNDERSTANDS THAT THE GRANTEE (AND NOT THE COMPANY)
SHALL BE RESPONSIBLE FOR THE GRANTEE'S