Common use of CUSTODY AND DELIVERY OF RSUS AND UNDERLYING SHARES Clause in Contracts

CUSTODY AND DELIVERY OF RSUS AND UNDERLYING SHARES. RSUs subject to this Award shall be held solely on the books and records of the Company and shall remain as such until the RSUs have vested under Section 3 hereof. Participant may not receive or take possession of any Shares underlying unvested RSUs subject to this Award, either through physical share certificates or through book-entry accounts held by, or in the name of, Participant. The Company shall not allow any transfers of RSUs subject to this Award. Upon the vesting of any RSUs subject to this Award pursuant to Section 3, the Company will issue to Participant one share of Common Stock for each vested RSU, at which point each such vested RSU will terminate. The Company shall deliver Shares underlying RSUs subject to this Award that have vested pursuant to Section 3 below to Participant through book entry transfer to an account in Participant’s name at a financial institution that is selected by the Company. Share certificates representing distributed Shares shall not be issued by the Company until such Shares have been delivered to Participant’s account as specified above. Participant hereby authorizes the Company, and any financial institution at which the Company or Participant establishes an account to which the Shares underlying RSUs subject to this Award will be distributed, to transfer any Shares underlying vested RSUs to Participant’s account as discussed above. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to the delivery of any Shares hereunder; provided that the Company shall not pay the expenses related to any sale of Shares received upon vesting of RSUs subject to this Award, regardless of whether such sale is made to satisfy expenses or withholding or other taxes

CUSTODY AND DELIVERY OF RSUS AND UNDERLYING SHARES. RSUs subject to this Award shall be held solely on the books and records of the Company and shall remain as such until the RSUs have vested under Section 3 hereof, or for RSUs with respect to which a Deferral Election (as defined below) has been made pursuant to Section 4, the Designated Deferral Date has been reached. Participant may not receive or take possession of any Shares underlying unvested or vested but deferred RSUs subject to this Award, either through physical share certificates or through book-entry accounts held by, or in the name of, Participant. The Company shall not allow any transfers of RSUs subject to this Award. Upon the vesting of any RSUs subject to this Award pursuant to Section 3, or, for RSUs with respect to which a Deferral Election has been made pursuant to Section 4, upon vesting and reaching any Designated Deferral Date, the Company will issue to Participant one share of Common Stock for each vested RSU, RSU within thirty (30) days following such event (but subject to the provisions of Treasury Regulation Section 1.409A-3(d)) at which point each such vested RSU will terminate. The Company shall deliver Shares underlying RSUs subject to this Award that have vested pursuant at the applicable time to Section 3 below to the Participant through book entry transfer to an account in Participant’s name at a financial institution that is selected by the Company. Share certificates representing distributed Shares shall not be issued by the Company until such Shares have been delivered to Participant’s account as specified above. Participant hereby authorizes the Company, and any financial institution at which the Company or Participant establishes an account to which the Shares underlying RSUs subject to this Award will be distributed, to transfer any Shares underlying vested RSUs to Participant’s account as discussed above. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to the delivery of any Shares hereunder; provided that the Company shall not pay the expenses related to any sale of Shares received upon vesting (or, if applicable, after reaching any Designated Deferral Date) of RSUs subject to this Award, regardless of whether such sale is made to satisfy expenses or withholding or other taxes.

CUSTODY AND DELIVERY OF RSUS AND UNDERLYING SHARES. RSUs subject to this Award shall be held solely on the books and records of the Company and shall remain as such until the RSUs have vested under Section 3 hereof. Participant may not receive or take possession of any Shares underlying unvested RSUs subject to this Award, either through physical share certificates or through book-entry accounts held by, or in the name of, Participant. The Company shall not allow any transfers of RSUs subject to this Award. Upon the vesting of any RSUs subject to this Award pursuant to Section 3, the Company will issue to Participant one share of Common Stock for each vested RSU, at which point each such vested RSU will terminate. The Company shall deliver Shares underlying RSUs subject to this Award that have vested pursuant to Section 3 below to Participant through book entry transfer to an account in Participant’s name at a financial institution that is selected by the Company. Share certificates representing distributed Shares shall not be issued by the Company until such Shares have been delivered to Participant’s account as specified above. Participant hereby authorizes the Company, and any financial institution at which the Company or Participant establishes an account to which the Shares underlying RSUs subject to this Award will be distributed, to transfer any Shares underlying vested RSUs to Participant’s account as discussed above. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to the delivery of any Shares hereunder; provided that the Company shall not pay the expenses related to any sale of Shares received upon vesting of RSUs subject to this Award, regardless of whether such sale is made to satisfy expenses or withholding or other taxes.