THE GRANTEE WITH RESPECT TO EACH SUCH STOCK CERTIFICATE, TO THE SECRETARY OR
ASSISTANT SECRETARY OF THE COMPANY, OR THEIR DESIGNEE, TO HOLD IN ESCROW FOR SO
LONG AS SUCH RESTRICTED SHARES HAVE NOT VESTED PURSUANT TO THE VESTING SCHEDULE
SET FORTH IN THE NOTICE, WITH THE AUTHORITY TO TAKE ALL SUCH ACTIONS AND TO
EFFECTUATE ALL SUCH TRANSFERS AND/OR RELEASES AS MAY BE NECESSARY OR APPROPRIATE
TO ACCOMPLISH THE OBJECTIVES OF THIS AGREEMENT IN ACCORDANCE WITH THE TERMS
HEREOF.
THE GRANTEE HEREBY ACKNOWLEDGES THAT THE APPOINTMENT OF THE SECRETARY
OR ASSISTANT SECRETARY OF THE COMPANY (OR THEIR DESIGNEE) AS THE ESCROW HOLDER
HEREUNDER WITH THE STATED AUTHORITIES IS A MATERIAL INDUCEMENT TO THE COMPANY TO
MAKE THIS AGREEMENT AND THAT SUCH APPOINTMENT IS COUPLED WITH AN INTEREST AND IS
ACCORDINGLY IRREVOCABLE.
THE GRANTEE AGREES THAT THE RESTRICTED SHARES MAY BE
HELD ELECTRONICALLY IN A BOOK ENTRY SYSTEM MAINTAINED BY THE COMPANY'S TRANSFER
AGENT OR OTHER THIRD PARTY AND THAT ALL THE TERMS AND CONDITIONS OF THIS SECTION
3 APPLICABLE TO CERTIFICATED RESTRICTED SHARES WILL APPLY WITH THE SAME FORCE
AND EFFECT TO SUCH ELECTRONIC METHOD FOR HOLDING THE RESTRICTED SHARES.
THE
GRANTEE AGREES THAT SUCH ESCROW HOLDER SHALL NOT BE LIABLE TO ANY PARTY HERETO
(OR TO ANY OTHER PARTY) FOR ANY ACTIONS OR OMISSIONS UNLESS SUCH ESCROW HOLDER
IS GROSSLY NEGLIGENT RELATIVE THERETO.
THE ESCROW HOLDER MAY RELY UPON ANY
LETTER, NOTICE OR OTHER DOCUMENT EXECUTED BY ANY SIGNATURE PURPORTED TO BE
GENUINE AND MAY RESIGN AT ANY TIME.
UPON
1
THE VESTING OF RESTRICTED SHARES, THE ESCROW HOLDER WILL, WITHOUT FURTHER ORDER
OR INSTRUCTION, TRANSMIT TO THE GRANTEE THE CERTIFICATE, IF ANY, EVIDENCING SUCH
SHARES; PROVIDED, HOWEVER, THAT NO TRANSMITTAL OF CERTIFICATES EVIDENCING THE
SHARES WILL OCCUR UNLESS AND UNTIL THE GRANTEE HAS SATISFIED ALL TAX WITHHOLDING
OBLIGATIONS (AS DEFINED IN SECTION 5(C) BELOW).
4.
ADDITIONAL SECURITIES AND
DISTRIBUTIONS.
(A)
ANY SECURITIES OR CASH RECEIVED (OTHER THAN
A REGULAR CASH DIVIDEND) AS THE RESULT OF OWNERSHIP OF THE RESTRICTED SHARES
(THE "ADDITIONAL SECURITIES"), INCLUDING, BUT NOT BY WAY OF LIMITATION,
WARRANTS, OPTIONS AND SECURITIES RECEIVED AS A STOCK DIVIDEND OR STOCK SPLIT, OR
AS A RESULT OF A RECAPITALIZATION OR REORGANIZATION OR OTHER SIMILAR CHANGE IN
THE COMPANY'S CAPITAL STRUCTURE, SHALL BE RETAINED IN ESCROW IN THE SAME MANNER
AND SUBJECT TO THE SAME CONDITIONS AND RESTRICTIONS AS THE RESTRICTED SHARES
WITH RESPECT TO WHICH THEY WERE ISSUED, INCLUDING, WITHOUT LIMITATION, THE
VESTING SCHEDULE SET FORTH IN THE NOTICE.
THE GRANTEE SHALL BE ENTITLED TO
DIRECT THE COMPANY TO EXERCISE ANY WARRANT OR OPTION RECEIVED AS ADDITIONAL
SECURITIES UPON SUPPLYING THE FUNDS NECESSARY TO DO SO, IN WHICH EVENT THE
SECURITIES SO PURCHASED SHALL CONSTITUTE ADDITIONAL SECURITIES, BUT THE GRANTEE
MAY NOT DIRECT THE COMPANY TO SELL ANY SUCH WARRANT OR OPTION.
IF ADDITIONAL
SECURITIES CONSIST OF A CONVERTIBLE SECURITY, THE GRANTEE MAY EXERCISE ANY
CONVERSION RIGHT, AND ANY SECURITIES SO ACQUIRED SHALL CONSTITUTE ADDITIONAL
SECURITIES.
IN THE EVENT OF ANY CHANGE IN CERTIFICATES EVIDENCING THE