pursuant to a
plan of dissolution
or complete liquidation
of the Company. In the
event of a
dividend or distribution
payable in stock or other property or a reclassification, split up or
similar event during the Restriction Period, the
shares or
other property
issued or
declared with
respect to
the non
-vested shares
of Restricted
Stock shall
be
subject to the same terms and conditions relating to vesting as the shares to which they relate.
(b)
When the Grantee obtains a vested right to shares of Restricted Stock,
vested shares shall be issued to the
Grantee (either in certificated
or non-certificated form, in the
Company's discretion), free of
the restrictions under
Section 2 of this Agreement.
(c)
The obligation of the Company to deliver shares upon the vesting of the Restricted Stock shall be subject
to all applicable
laws, rules, and
regulations and such
approvals by governmental
agencies as may
be deemed
appropriate to comply with relevant securities laws and regulations.
4. Change of
Control. The
provisions of
the Plan
applicable to
a Change
of Control
shall apply
to the
Restricted Stock, and,
in the event
of a Change
of Control, the
Board may take
such actions as
it deems appropriate
pursuant to the Plan.
5. Grant Subject
to Plan
Provisions. This
grant is
made pursuant
to the
Plan, the
terms of
which are
incorporated herein by reference, and in all respects shall be
interpreted in accordance with the Plan. The grant is
subject to interpretations,
regulations and determinations
concerning the Plan
established from time
to time by
the Board in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (i)
rights and obligations with respect to withholding taxes, (ii) the registration, qualification
or listing of the shares,
(iii) changes in
capitalization of the
Company, and
(iv) other requirements
of applicable law.
The Board shall
have the authority to interpret and construe
the grant pursuant to the terms
of the Plan, and its decisions shall
be
conclusive as to any questions arising
hereunder. By accepting this
grant, the Grantee agrees to be
bound by the
terms of the Plan
and this Agreement
and that all decisions
and determinations of the
Board with respect to
the
Grant shall be final and binding on the Grantee and the Grantee's beneficiaries.
6. Withholding.
If required by applicable law, the Grantee shall be required to
pay to the Company, or make
other arrangements satisfactory to
the Company to
provide for the payment
of, any federal, state,
local or other
taxes that the Employer is required to withhold with respect to the grant or vesting of the Restricted Stock.
7. Restrictions on Sale or Transfer of Shares.
(a) The
Grantee will not sell, transfer,
pledge, donate, assign, mortgage, hypothecate or otherwise encumber
the shares underlying this grant
unless the shares are registered
under the Securities Act of 1933,
as amended (the
“Securities Act”) or the Company
is given an opinion of counsel
reasonably acceptable to the Company
that such
registration is not required under the Securities Act.
(b)
The Grantee agrees to be bound by the
Company's policies regarding the limitations on the transfer of
the
shares subject to this grant and
understands that there may be certain
times during the year that the
Grantee will
be prohibited from
selling, transferring, pledging,
donating, assigning, mortgaging,
hypothecating or otherwise
encumbering the shares.
The Grantee also
acknowledges and agrees
that this grant
is subject to
any applicable
clawback, recoupment or other policies relating to shares of common stock of the Company implemented
by the
Board or the Company, as in effect from time to
time.
8. No Employment or Other Rights. This grant shall not confer upon the Grantee any right to be retained by
or in the employ
or service of the
Employer (as defined in
the Plan) and shall
not interfere in any
way with the