POSSESSION BELONGING TO HOLDER AND AT SUCH TIME AS THERE ARE NO LONGER ANY
RESTRICTED STOCK THAT IS SUBJECT TO THE RESTRICTIONS, THE SECRETARY (OR OTHER
ESCROW AGENT) SHALL PROMPTLY DELIVER TO HOLDER (OR HOLDER'S LEGAL
REPRESENTATIVE) THE CERTIFICATE OR CERTIFICATES (OR SUCH ACCOUNT OR OTHER
EVIDENCE) REPRESENTING ANY
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REMAINING RESTRICTED STOCK IN THE ESCROW AGENT'S POSSESSION BELONGING TO HOLDER,
AND THE SECRETARY (OR OTHER ESCROW AGENT) SHALL BE DISCHARGED OF ALL FURTHER
OBLIGATIONS HEREUNDER.
(D)
THE SECRETARY, OR OTHER ESCROW AGENT, SHALL NOT BE LIABLE FOR ANY
ACT HE OR SHE MAY DO OR OMIT TO DO WITH RESPECT TO HOLDING THE RESTRICTED STOCK
IN ESCROW AND WHILE ACTING IN GOOD FAITH AND IN THE EXERCISE OF HIS JUDGMENT.
SECTION 2.3 - LEGEND.
THE SHARE CERTIFICATE(S) EVIDENCING THE RESTRICTED STOCK
ISSUED HEREUNDER (OR SUCH ACCOUNT OR OTHER EVIDENCE REPRESENTING THE RESTRICTED
STOCK ISSUED HEREUNDER) SHALL BE ENDORSED WITH THE FOLLOWING LEGEND (IN ADDITION
TO ANY LEGEND REQUIRED UNDER APPLICABLE STATE SECURITIES LAWS):
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER AND FORFEITURE RESTRICTIONS HELD BY THE ISSUER AS SET
FORTH IN A NOTICE OF GRANT AND SIGNATURE PAGE AND AWARD AGREEMENT BETWEEN THE
COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF
THE ISSUER.
SUCH TRANSFER RESTRICTIONS AND FORFEITURE RESTRICTIONS ARE BINDING
ON TRANSFEREES OF THIS RESTRICTED STOCK.
SECTION 2.4 - LAPSE OF RESTRICTIONS.
(A)
AS OF THE DATE OF ISSUANCE UNDER SECTION 1.1, ALL OF THE
RESTRICTED STOCK SHALL BE SUBJECT TO THE RESTRICTIONS.
SUBJECT TO SECTION 2.1
AND THE TERMS AND CONDITIONS OF THE PLAN, THE RESTRICTIONS SHALL LAPSE AS TO THE
NUMBER OF SHARES OF RESTRICTED STOCK SPECIFIED IN THE NOTICE OF GRANT AND
SIGNATURE PAGE, ON THE DATE OR DATES, OR UPON SATISFACTION OF THE CONDITION OR
CONDITIONS, SPECIFIED THEREIN, OR AS SPECIFIED IN SECTION 2.4(C).
(B)
UPON THE LAPSE OF THE RESTRICTIONS ON THE RESTRICTED STOCK (OR
PORTION THEREOF), THE COMPANY AND THE ESCROW AGENT SHALL CAUSE NEW CERTIFICATES
TO BE ISSUED WITH RESPECT TO SUCH RESTRICTED STOCK AND DELIVERED TO HOLDER OR
HIS LEGAL REPRESENTATIVE, FREE FROM THE LEGEND PROVIDED FOR IN SECTION 2.3 AND
OF ANY OF THE OTHER RESTRICTIONS.
AT SUCH TIME, THE COMPANY SHALL ALSO DELIVER
ALL OTHER SECURITIES AND PROPERTY HELD IN ESCROW PURSUANT TO SECTIONS 2.2 AND
2.5 IN RESPECT OF THE NUMBER OF SHARES OF COMMON STOCK AS TO WHICH THE
RESTRICTIONS HAVE THEN LAPSED.
NOTWITHSTANDING THE FOREGOING, NO SUCH NEW
CERTIFICATE SHALL BE DELIVERED TO HOLDER OR HIS LEGAL REPRESENTATIVE UNLESS AND
UNTIL HOLDER OR HIS LEGAL REPRESENTATIVE SHALL HAVE PAID TO THE COMPANY IN CASH
THE FULL AMOUNT OF ALL FEDERAL, STATE AND LOCAL WITHHOLDING AND EMPLOYMENT TAXES
APPLICABLE TO THE TAXABLE INCOME AND WAGES OF HOLDER RESULTING FROM THE AWARD OF
THE RESTRICTED STOCK OR THE LAPSE OF THE RESTRICTIONS, OR HOLDER HAS OTHERWISE
PROVIDED FOR THE TAX WITHHOLDING REQUIRED WITH RESPECT TO THE ISSUANCE, VESTING
OR PAYMENT PURSUANT TO THIS