NEGOTIABLE AND TO COMPLETE ANY TRANSACTION HEREIN CONTEMPLATED. SUBJECT TO THE
PROVISIONS OF THIS SECTION 1 AND THE TERMS OF THE AGREEMENT, HOLDER SHALL
EXERCISE ALL RIGHTS AND PRIVILEGES OF A STOCKHOLDER OF THE COMPANY WHILE THE
SHARES ARE HELD BY YOU.
2.
Satisfaction of Vesting. If Holder is
employed by the Company on the Initial Vesting Date (as defined in the
Agreement) or any Subsequent Vesting Date (as defined in the Agreement), the
Escrow Agent shall deliver to the Holder one of the four stock certificates
representing the Shares on the Initial Vesting Date or the Subsequent Vesting
Date, as applicable. If the Holder is employed by the Company on
, the Escrow Agent shall deliver the fourth stock
certificate representing the Shares to the Holder and the Escrow Agent's duties
hereunder shall cease.
3.
FORFEITURE OF SHARES.
(A)
IF THE HOLDER'S EMPLOYMENT WITH THE COMPANY
IS TERMINATED FOR ANY OR NO REASON, WITH OR WITHOUT CAUSE, PRIOR TO
, THE COMPANY SHALL GIVE TO HOLDER AND YOU A WRITTEN NOTICE
SPECIFYING THE NUMBER OF SHARES TO BE FORFEITED BY THE HOLDER. HOLDER AND THE
6
COMPANY HEREBY IRREVOCABLY AUTHORIZE AND DIRECT YOU TO RETURN THE FORFEITED
SHARES CONTEMPLATED BY SUCH NOTICE TO THE COMPANY FOR CANCELLATION IN ACCORDANCE
WITH THE TERMS OF SAID NOTICE.
4.
DUTIES OF ESCROW AGENT.
(A)
YOUR DUTIES HEREUNDER MAY BE ALTERED,
AMENDED, MODIFIED OR REVOKED ONLY BY A WRITING SIGNED BY ALL OF THE PARTIES
HERETO.
(B)
YOU SHALL BE OBLIGATED ONLY FOR THE
PERFORMANCE OF SUCH DUTIES AS ARE SPECIFICALLY SET FORTH HEREIN AND MAY RELY AND
SHALL BE PROTECTED IN RELYING OR REFRAINING FROM ACTING ON ANY INSTRUMENT
REASONABLY BELIEVED BY YOU TO BE GENUINE AND TO HAVE BEEN SIGNED OR PRESENTED BY
THE PROPER PARTY OR PARTIES. YOU SHALL NOT BE PERSONALLY LIABLE FOR ANY ACT YOU
MAY DO OR OMIT TO DO HEREUNDER AS ESCROW AGENT OR AS ATTORNEY-IN-FACT OF HOLDER
WHILE ACTING IN GOOD FAITH AND IN THE EXERCISE OF YOUR OWN GOOD JUDGMENT, AND
ANY ACT DONE OR OMITTED BY YOU PURSUANT TO THE ADVICE OF YOUR OWN ATTORNEYS
SHALL BE CONCLUSIVE EVIDENCE OF SUCH GOOD FAITH.
(C)
YOU ARE HEREBY EXPRESSLY AUTHORIZED TO
DISREGARD ANY AND ALL WARNINGS GIVEN BY ANY OF THE PARTIES HERETO OR BY ANY
OTHER PERSON OR ENTITY, EXCEPTING ONLY ORDERS OR PROCESS OF COURTS OF LAW, AND
ARE HEREBY EXPRESSLY AUTHORIZED TO COMPLY WITH AND OBEY ORDERS, JUDGMENTS OR
DECREES OF ANY COURT. IF YOU ARE UNCERTAIN OF ANY ACTIONS TO BE TAKEN OR
INSTRUCTIONS TO BE FOLLOWED, YOU MAY REFUSE TO ACT IN THE ABSENCE OF AN ORDER,
JUDGMENT OR DECREES OF A COURT. IN CASE YOU OBEY OR COMPLY WITH ANY SUCH ORDER,
JUDGMENT OR DECREE OF ANY COURT, YOU SHALL NOT BE LIABLE TO ANY OF THE PARTIES
HERETO OR TO ANY OTHER PERSON OR ENTITY, BY REASON OF SUCH COMPLIANCE,
NOTWITHSTANDING ANY SUCH ORDER, JUDGMENT OR DECREE BEING SUBSEQUENTLY REVERSED,
MODIFIED, ANNULLED, SET ASIDE, VACATED OR