ARE
ENTITLED TO THE AGGREGATE NUMBER OF RESTRICTED SHARES OF COMMON STOCK (THE
"RESTRICTED SHARES") SPECIFIED IN YOUR GRANT NOTICE PURSUANT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT.
YOU AGREE TO EXECUTE THREE (3) COPIES OF THE
ASSIGNMENT SEPARATE FROM CERTIFICATE (WITH DATE AND NUMBER OF SHARES BLANK) IN
THE FORM ATTACHED TO THE GRANT NOTICE AS ATTACHMENT III AND ONE (1) COPY OF THE
JOINT ESCROW INSTRUCTIONS IN THE FORM ATTACHED TO THE GRANT NOTICE AS ATTACHMENT
IV AND TO DELIVER THE SAME TO THE COMPANY, ALONG WITH THE CERTIFICATE OR
CERTIFICATES EVIDENCING THE RESTRICTED SHARES, FOR USE BY THE ESCROW AGENT
PURSUANT TO THE TERMS OF THE JOINT ESCROW INSTRUCTIONS (AS FURTHER DESCRIBED IN
SECTION 2(C) BELOW).
2.
VESTING & COMPANY'S REPURCHASE RIGHT.
(A)
SUBJECT TO THE LIMITATIONS CONTAINED
HEREIN, THE SHARES YOU PURCHASE WILL VEST AS PROVIDED IN THE GRANT NOTICE,
PROVIDED THAT VESTING WILL CEASE UPON THE TERMINATION OF YOUR CONTINUOUS SERVICE
WITH THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES ("TERMINATION").
NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE VESTING OF THE RESTRICTED SHARES
SHALL BE CONDITIONED UPON YOUR MAKING ADEQUATE PROVISION FOR FEDERAL, STATE OR
OTHER TAX WITHHOLDING OBLIGATIONS, IF ANY, WHICH ARISE UPON THE RELEASE OF THE
RESTRICTED SHARES FROM THE COMPANY'S REPURCHASE RIGHT (AS DEFINED IN
SECTION 2(B) BELOW) OR AT THE TIME A SECTION 83(B) ELECTION (AS DESCRIBED IN
FURTHER DETAIL BELOW) IS MADE, WHETHER BY WITHHOLDING (WHETHER AUTHORIZED
PURSUANT TO SECTION 8(B) OF THIS AGREEMENT OR OTHERWISE), DIRECT PAYMENT TO THE
COMPANY, THE TRIGGERING OF THE AUTOMATIC SALE PROVISIONS OF SECTION 8(D) OF THIS
AGREEMENT, OR OTHERWISE.
IN ADDITION, IF ON ANY DATE ON WHICH THE SHARES
WOULD OTHERWISE VEST YOU WOULD BE IN VIOLATION OF RULE 10B-5 PROMULGATED UNDER
THE EXCHANGE ACT IF YOU WERE TO SELL ANY OF THE SHARES ON THAT DATE, THE VESTING
OF THOSE SHARES SHALL BE DELAYED UNTIL THE FIRST DATE ON WHICH YOU WOULD NO
LONGER BE IN VIOLATION OF RULE 10B-5, UNLESS, PRIOR TO THE COMMENCEMENT OF ANY
TRADING BLACKOUT OR CLOSED WINDOW PERIOD IN EFFECT ON THE SCHEDULED VESTING
DATE, YOU ESTABLISHED AN EFFECTIVE RULE 10B5-1 TRADING PLAN THAT PROVIDES FOR
THE SALE OF A SUFFICIENT NUMBER OF THE SHARES SCHEDULED TO VEST ON SUCH VESTING
DATE TO FUND THE PAYMENT OF ANY TAX WITHHOLDING OBLIGATIONS IMPOSED IN
CONNECTION WITH THE VESTING OF THE SHARES, WHICH TRADING PLAN REMAINS IN EFFECT
ON THE APPLICABLE VESTING DATE.
(B)
THE COMPANY SHALL, SIMULTANEOUSLY WITH YOUR
VOLUNTARY OR INVOLUNTARY TERMINATION FOR ANY REASON (INCLUDING DEATH OR
DISABILITY), AUTOMATICALLY REACQUIRE WITHOUT PAYMENT OF ANY CONSIDERATION BY THE
COMPANY ALL OF THE RESTRICTED SHARES THAT HAVE NOT YET VESTED IN ACCORDANCE WITH
THE VESTING SCHEDULE ON THE GRANT NOTICE (THE "REPURCHASE RIGHT") ON
THE DATE OF YOUR TERMINATION (THE "TERMINATION DATE") AND ANY AND ALL ACCRUED
BUT UNPAID DIVIDENDS PAID OR PAYABLE WITH RESPECT TO RESTRICTED SHARES THAT HAVE
NOT YET VESTED AS OF THE TERMINATION DATE AUTOMATICALLY SHALL BE FORFEITED TO
THE COMPANY WITHOUT PAYMENT OF