Common use of Certificates for Restricted Shares Clause in Contracts

Certificates for Restricted Shares. (a) Reasonably promptly after the Grant Date, the Company shall cause one or more certificates representing the Restricted Shares to be registered in the name of, and issued to, the Grantee. (b) Each certificate for Restricted Shares shall bear a legend to substantially the following effect: “THE OWNERSHIP AND TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF A RESTRICTED STOCK AGREEMENT BETWEEN POWERSECURE INTERNATIONAL, INC. AND THE REGISTERED OWNER OF THIS CERTIFICATE AND TO THE TERMS AND CONDITIONS OF THE POWERSECURE INTERNATIONAL, INC. 1998 STOCK INCENTIVE PLAN, AS AMENDED. COPIES OF THE RESTRICTED STOCK AGREEMENT AND THE PLAN ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY AND MAY BE OBTAINED UPON WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF POWERSECURE INTERNATIONAL, INC. AT ITS PRINCIPAL EXECUTIVE OFFICES. ANY TRANSFER OF THIS CERTIFICATE OR THE SHARES REPRESENTED HEREBY IN CONTRAVENTION OF SUCH PLAN OR THE RESTRICTED STOCK AGREEMENT SHALL BE INVALID AND INEFFECTIVE”. In addition, the certificate or certificates for the Restricted Shares shall be subject to such stop transfer orders and other restrictions as the Company may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange or stock market upon which the Common Stock is from time to time listed or traded, and any applicable federal or states securities laws, and the Company may cause a legend or legends to be placed on such certificates or certificates to make appropriate references to such restrictions. (c) The Company may, in its sole discretion, require the Grantee to keep any certificates representing Restricted Shares in the custody of the Company, so long as such Restricted Shares are subject to the restrictions set forth in Section 3 and are Unvested Shares. In such event, the Grantee agrees to deliver to the Company one or more stock powers duly endorsed in blank relating to the Restricted Shares. (d) After any Restricted Shares become Vested Shares in accordance with the Vesting Schedule, and upon the satisfaction of all other applicable conditions to the Restricted Shares, including, but not limited to, the payment by the Grantee of all applicable withholding taxes, the Company shall deliver or cause to be delivered to the Grantee (or his successor) one or more certificates representing such Restricted Shares without the legend referenced in Section 6(b) hereof, reasonably promptly after receiving a request by the Grantee (or his successor).

Certificates for Restricted Shares. (a) Reasonably promptly after the Grant Date, the Company shall cause one or more certificates representing the Restricted Shares to be registered in the name of, and issued to, the Grantee. (b) Each certificate for Restricted Shares shall bear a legend to substantially the following effect: “THE OWNERSHIP AND TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF A RESTRICTED STOCK AGREEMENT BETWEEN POWERSECURE INTERNATIONAL, INC. AND THE REGISTERED OWNER OF THIS CERTIFICATE AND TO THE TERMS AND CONDITIONS OF THE POWERSECURE INTERNATIONAL, INC. 1998 2008 STOCK INCENTIVE PLAN, AS AMENDEDFROM TIME TO TIME AMENDED AND/OR RESTATED. COPIES OF THE RESTRICTED STOCK AGREEMENT AND THE PLAN ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY AND MAY BE OBTAINED UPON WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF POWERSECURE INTERNATIONAL, INC. AT ITS PRINCIPAL EXECUTIVE OFFICES. ANY TRANSFER OF THIS CERTIFICATE OR THE SHARES REPRESENTED HEREBY IN CONTRAVENTION OF SUCH PLAN OR THE RESTRICTED STOCK AGREEMENT SHALL BE INVALID AND INEFFECTIVE”. In addition, the certificate or certificates for the Restricted Shares shall be subject to such stop transfer orders and other restrictions as the Company may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange or stock market upon which the Common Stock is from time to time listed or traded, and any applicable federal or states securities laws, and the Company may cause a legend or legends to be placed on such certificates or certificates to make appropriate references to such restrictions. (c) The Company may, in its sole discretion, require the Grantee to keep any certificates representing Restricted Shares in the custody of the Company, so long as such Restricted Shares are subject to the restrictions set forth in Section 3 and are Unvested Shares. In such event, the Grantee agrees to deliver to the Company one or more stock powers duly endorsed in blank relating to the Restricted Shares. (d) After any Restricted Shares become Vested Shares in accordance with the Vesting Schedule, and upon the satisfaction of all other applicable conditions to the Restricted Shares, including, but not limited to, the payment by the Grantee of all applicable withholding taxes, the Company shall deliver or cause to be delivered to the Grantee (or his successor) one or more certificates representing such Restricted Shares without the legend referenced in Section 6(b) hereof, reasonably promptly after receiving a request by the Grantee (or his successor).

Certificates for Restricted Shares. (a) Reasonably promptly after the Grant Date, the Company shall cause one or more certificates representing the Restricted Shares to be registered in the name of, and issued to, the Grantee. (b) Each certificate for Restricted Shares shall bear a legend to substantially the following effect: “THE OWNERSHIP AND TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF A RESTRICTED STOCK AGREEMENT BETWEEN POWERSECURE INTERNATIONALMETRETEK TECHNOLOGIES, INC. AND THE REGISTERED OWNER OF THIS CERTIFICATE AND TO THE TERMS AND CONDITIONS OF THE POWERSECURE INTERNATIONALMETRETEK TECHNOLOGIES, INC. 1998 STOCK INCENTIVE PLAN, AS AMENDED. COPIES OF THE RESTRICTED STOCK AGREEMENT AND THE PLAN ARE ON FILE AT THE PRINCIPAL PRINCIPLE EXECUTIVE OFFICES OF THE COMPANY AND MAY BE OBTAINED UPON WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF POWERSECURE INTERNATIONALMETRETEK TECHNOLOGIES, INC. AT ITS PRINCIPAL PRINCIPLE EXECUTIVE OFFICES. ANY TRANSFER OF THIS CERTIFICATE OR THE SHARES REPRESENTED HEREBY IN CONTRAVENTION OF SUCH PLAN OR THE RESTRICTED STOCK AGREEMENT SHALL BE INVALID AND INEFFECTIVE”. In addition, the certificate or certificates for the Restricted Shares shall be subject to such stop transfer orders and other restrictions as the Company may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange or stock market upon which the Common Stock is from time to time listed or traded, and any applicable federal or states securities laws, and the Company may cause a legend or legends to be placed on such certificates or certificates to make appropriate references to such restrictions. (c) The Company may, in its sole discretion, require the Grantee to keep any certificates representing Restricted Shares in the custody of the Company, so long as such Restricted Shares are subject to the restrictions set forth in Section 3 and are Unvested Shares. In such event, the Grantee agrees to deliver to the Company one or more stock powers duly endorsed in blank relating to the Restricted Shares. (d) After any Restricted Shares become Vested Shares in accordance with the Vesting Schedule, and upon the satisfaction of all other applicable conditions to the Restricted Shares, including, but not limited to, the payment by the Grantee of all applicable withholding taxes, the Company shall deliver or cause to be delivered to the Grantee (or his successor) one or more certificates representing such Restricted Shares without the legend referenced in Section 6(b) hereof, reasonably promptly after receiving a request by the Grantee (or his successor).

Certificates for Restricted Shares. (a) Reasonably promptly after the Grant Date, the Company shall cause one or more certificates representing the Restricted Shares to be registered in the name of, and issued to, the Grantee. (b) Each certificate for Restricted Shares shall bear a legend to substantially the following effect: “"THE OWNERSHIP AND TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF A RESTRICTED STOCK AGREEMENT BETWEEN POWERSECURE INTERNATIONALMETRETEK TECHNOLOGIES, INC. AND THE REGISTERED OWNER OF THIS CERTIFICATE AND TO THE TERMS AND CONDITIONS OF THE POWERSECURE INTERNATIONALMETRETEK TECHNOLOGIES, INC. 1998 STOCK INCENTIVE PLAN, AS AMENDED. COPIES OF THE RESTRICTED STOCK AGREEMENT AND THE PLAN ARE ON FILE AT THE PRINCIPAL PRINCIPLE EXECUTIVE OFFICES OF THE COMPANY AND MAY BE OBTAINED UPON WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF POWERSECURE INTERNATIONALMETRETEK TECHNOLOGIES, INC. AT ITS PRINCIPAL PRINCIPLE EXECUTIVE OFFICES. ANY TRANSFER OF THIS CERTIFICATE OR THE SHARES REPRESENTED HEREBY IN CONTRAVENTION OF SUCH PLAN OR THE RESTRICTED STOCK AGREEMENT SHALL BE INVALID AND INEFFECTIVE”". In addition, the certificate or certificates for the Restricted Shares shall be subject to such stop transfer orders and other restrictions as the Company may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange or stock market upon which the Common Stock is from time to time listed or traded, and any applicable federal or states securities laws, and the Company may cause a legend or legends to be placed on such certificates or certificates to make appropriate references to such restrictions. (c) The Company may, in its sole discretion, require the Grantee to keep any certificates representing Restricted Shares in the custody of the Company, so long as such Restricted Shares are subject to the restrictions set forth in Section 3 and are Unvested Shares. In such event, the Grantee agrees to deliver to the Company one or more stock powers duly endorsed in blank relating to the Restricted Shares. (d) After any Restricted Shares become Vested Shares in accordance with the Vesting Schedule, and upon the satisfaction of all other applicable conditions to the Restricted Shares, including, but not limited to, the payment by the Grantee of all applicable withholding taxes, the Company shall deliver or cause to be delivered to the Grantee (or his successor) one or more certificates representing such Restricted Shares without the legend referenced in Section 6(b) hereof, reasonably promptly after receiving a request by the Grantee (or his successor).