EXTENT THE RESTRICTED SHARES HAVE VESTED
(I.E., BECOME NONFORFEITABLE PURSUANT TO SECTION 4 HEREOF), THE NON-VESTED
RESTRICTED SHARES SHALL BE FORFEITED BY THE GRANTEE AND THE CERTIFICATE(S)
REPRESENTING THE NON-VESTED PORTION OF THE RESTRICTED SHARES SO FORFEITED SHALL
BE CANCELED.
6.
CERTAIN SALES UPON DISCHARGE FOR CAUSE. IN CONNECTION WITH A
DISCHARGE FOR CAUSE OF THE GRANTEE, THE COMPANY, AT THE SOLE DISCRETION OF THE
COMMITTEE, MAY REPURCHASE ALL OR ANY PORTION OF THE RESTRICTED SHARES
BENEFICIALLY OWNED BY THE GRANTEE ON THE DATE OF THE GRANTEE'S RECEIPT OF NOTICE
OF DISCHARGE FOR CAUSE THAT HAVE THERETOFORE VESTED HEREUNDER PURSUANT TO
SECTION 4 HEREOF, PROVIDED THAT ANY SUCH REPURCHASE IS SUBJECT TO THE
LIMITATIONS THEREON SET FORTH IN SECTION 8 OF THE PLAN.
7.
DIVIDEND, VOTING AND OTHER RIGHTS.
EXCEPT AS OTHERWISE PROVIDED
IN THIS RESTRICTED STOCK AWARD AGREEMENT, FROM AND AFTER THE DATE OF GRANT, THE
GRANTEE SHALL HAVE ALL OF THE RIGHTS OF A STOCKHOLDER WITH RESPECT TO THE
RESTRICTED SHARES, INCLUDING THE RIGHT TO VOTE THE RESTRICTED SHARES AND RECEIVE
ANY DIVIDENDS THAT MAY BE PAID THEREON; PROVIDED, HOWEVER, THAT ANY ADDITIONAL
COMMON STOCK OR OTHER SECURITIES THAT THE GRANTEE MAY BECOME ENTITLED TO RECEIVE
PURSUANT TO A STOCK DIVIDEND, STOCK SPLIT, RECAPITALIZATION, COMBINATION OF
SHARES, MERGER, CONSOLIDATION, SEPARATION OR REORGANIZATION OR ANY OTHER CHANGE
IN THE CAPITAL STRUCTURE OF THE COMPANY SHALL BE SUBJECT TO THE SAME RISK OF
FORFEITURE AND RESTRICTIONS ON TRANSFER AS THE FORFEITABLE RESTRICTED SHARES IN
RESPECT OF WHICH THEY ARE ISSUED OR TRANSFERRED AND SHALL BECOME RESTRICTED
SHARES FOR THE PURPOSES OF THIS RESTRICTED STOCK AWARD AGREEMENT.
8.
RETENTION OF STOCK CERTIFICATE(S) BY THE COMPANY. THE
CERTIFICATE(S) REPRESENTING THE RESTRICTED SHARES SHALL BE HELD IN CUSTODY BY
THE COMPANY, TOGETHER WITH A STOCK POWER ENDORSED IN BLANK BY THE GRANTEE WITH
RESPECT THERETO, UNTIL SUCH SHARES HAVE BECOME NONFORFEITABLE IN ACCORDANCE WITH
SECTION 4.
9.
COMPLIANCE WITH LAW. THE COMPANY SHALL MAKE REASONABLE EFFORTS TO
COMPLY WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS; PROVIDED, HOWEVER,
NOTWITHSTANDING ANY OTHER PROVISION OF THIS RESTRICTED STOCK AWARD AGREEMENT,
THE COMPANY SHALL NOT BE OBLIGATED TO ISSUE OR RELEASE FROM RESTRICTIONS ON
TRANSFER ANY RESTRICTED SHARES PURSUANT TO THIS RESTRICTED STOCK AWARD AGREEMENT
IF SUCH ISSUANCE OR RELEASE WOULD RESULT IN A VIOLATION OF ANY SUCH LAW.
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10.
WITHHOLDING TAXES. IF THE COMPANY OR ANY SUBSIDIARY SHALL BE
REQUIRED TO WITHHOLD ANY FEDERAL, STATE, LOCAL OR FOREIGN TAX IN CONNECTION WITH
ANY ISSUANCE OR VESTING OF RESTRICTED SHARES OR OTHER SECURITIES PURSUANT TO
THIS RESTRICTED STOCK AWARD AGREEMENT, AND THE AMOUNTS AVAILABLE TO THE COMPANY
OR SUCH SUBSIDIARY FOR SUCH WITHHOLDING ARE INSUFFICIENT, THE GRANTEE SHALL PAY
THE TAX OR MAKE PROVISIONS THAT ARE SATISFACTORY TO THE COMPANY OR SUCH
SUBSIDIARY FOR THE PAYMENT THEREOF. THE GRANTEE MAY ELECT TO SATISFY ALL OR ANY
PART OF ANY SUCH WITHHOLDING OBLIGATION BY SURRENDERING TO THE COMPANY OR SUCH
SUBSIDIARY A PORTION OF THE RESTRICTED SHARES THAT BECOME NONFORFEITABLE
HEREUNDER, AND THE RESTRICTED SHARES