SALE, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES IS SUBJECT TO THE TERMS OF
SUCH AGREEMENT AND THE SECURITIES ARE TRANSFERABLE ONLY UPON PROOF OF COMPLIANCE
THEREWITH.
IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
RESTRICTIONS, TERMS AND CONDITIONS OF A RESTRICTED STOCK AGREEMENT, DATED AS OF
THE DATE HEREOF, BY AND BETWEEN MR. STEVEN L.TANNER AND THE COMPANY, AND THE
COMPANY RESERVES THE RIGHT TO REFUSE TO RECORD THE TRANSFER OF THIS CERTIFICATE
UNTIL ALL SUCH RESTRICTIONS ARE SATISFIED, ALL SUCH TERMS ARE COMPLIED WITH AND
ALL SUCH CONDITIONS ARE MET.
7.
NON-TRANSFERABILITY.
SUBJECT TO THE
TERMS AND PROVISIONS OF THIS AGREEMENT AND THE SECURITIES HOLDERS AGREEMENT, THE
VESTED RESTRICTED SHARES RECEIVED UNDER THIS AGREEMENT MAY BE SOLD BY THE
EMPLOYEE (UNLESS SUCH SALE WOULD VIOLATE ANY APPLICABLE SECURITIES LAWS).
UNVESTED RESTRICTED SHARES ISSUED TO THE EMPLOYEE PURSUANT TO THIS AGREEMENT MAY
NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN ANY WAY (INCLUDING, WITHOUT
LIMITATION, IN CONNECTION WITH THE EXERCISE OF ANY "TAG-ALONG" OR SIMILAR RIGHTS
OF THE EMPLOYEE PURSUANT TO THE STOCKHOLDERS AGREEMENT OF OTHERWISE), AND SHALL
NOT BE SUBJECT TO EXECUTION, ATTACHMENT, OR SIMILAR PROCESS.
ANY ATTEMPT TO
SELL, TRANSFER, PLEDGE, OR OTHERWISE DISPOSE OF OR HYPOTHECATE ANY OF THE
RESTRICTED SHARES CONTRARY TO THE TERMS AND PROVISIONS OF THIS AGREEMENT, OR THE
LEVY OF ANY EXECUTION, ATTACHMENT OR SIMILAR PROCESS UPON THE RESTRICTED SHARES,
SHALL BE NULL AND VOID AND WITHOUT LEGAL FORCE OR EFFECT.
8.
THE COMPANY'S OBLIGATION TO REPURCHASE
UNVESTED RESTRICTED SHARES; FORFEITURE OF UNVESTED RESTRICTED SHARES.
THE
EMPLOYEE AND THE COMPANY AGREE THAT, UPON THE TERMINATION OF THE EMPLOYEE'S
EMPLOYMENT WITH THE COMPANY FOR ANY REASON AT ANY TIME (INCLUDING, WITHOUT
LIMITATION, UPON THE EMPLOYEE'S DEATH, PERMANENT DISABILITY OR OTHERWISE), THE
COMPANY SHALL REDEEM BY PURCHASE, AND THE EMPLOYEE SHALL BE OBLIGATED TO SELL TO
THE COMPANY, ALL OF THE UNVESTED RESTRICTED SHARES THEN HELD BY THE EMPLOYEE.
THE PRICE TO BE PAID TO THE EMPLOYEE BY
5
THE COMPANY FOR EACH SUCH UNVESTED RESTRICTED SHARES SHALL BE THE ORIGINAL
CONSIDERATION PER SHARE.
SUCH REDEMPTION TRANSACTION SHALL CLOSE ON A DATE TO
BE DETERMINED BY THE COMPANY AND REASONABLY ACCEPTABLE TO THE EMPLOYEE, BUT IN
NO EVENT SHALL SUCH CLOSING OCCUR MORE THAN 60 DAYS AFTER THE EFFECTIVE DATE OF
ANY TERMINATION OF THE EMPLOYEE'S EMPLOYMENT.
REGARDLESS OF WHETHER THE COMPANY
MAKES THE PAYMENT DESCRIBED IN THIS SECTION 8 TO THE EMPLOYEE UPON ANY SUCH
TERMINATION OF THE EMPLOYEE'S EMPLOYMENT, ALL RESTRICTED SHARES THAT ARE
UNVESTED AS OF THE DATE OF THE EMPLOYEE'S TERMINATION FOR ANY REASON SHALL BE
FORFEITED AS OF THE DATE OF ANY SUCH TERMINATION (AND SHALL BE RETURNED TO THE
COMPANY'S TREASURY FOR CANCELLATION).
IN ADDITION, ALL (X) STOCK AND SECURITIES
AND OTHER ASSETS AND (Y) ANY CASH DIVIDENDS OR DISTRIBUTIONS PAID IN RESPECT OF
THE UNVESTED RESTRICTED SHARES AS OF THE DATE OF THE EMPLOYEE'S TERMINATION FOR
ANY REASON SHALL ALSO BE FORFEITED.
9.
NO CORPORATE RESTRICTIONS; RESTRICTED
STOCK NOT TO AFFECT EMPLOYMENT.