Common use of Delivery of Restricted Shares Clause in Contracts

Delivery of Restricted Shares. (i) Unless otherwise determined by the Company, the Restricted Shares will be evidenced by a physical certificate retained by the Secretary of the Company or such escrow agent as the Company may appoint until the Restricted Shares have vested in accordance with Article II or will be delivered to the Participant in book entry form by causing the Restricted Shares to be credited to the Participant’s account at such brokerage firm as may be designated from time to time by the Company to assist in the administration of the Plan (the “Broker”). (ii) The Restricted Shares will be delivered reasonably promptly following vesting (as determined by the Company). All dividends and distributions paid on Restricted Shares prior to such Restricted Shares vesting shall be delivered to the Participant upon the later of (A) the vesting date of the Restricted Shares with respect to which such dividends and distributions were paid or (B) the date the other stockholders receive dividends and distributions on their shares of Common Stock. (iii) When Restricted Shares are delivered in book entry form, such delivery as well as all subsequent transfers and other matters relating to the Restricted Shares will be subject, in addition to all other provisions hereof, to the rules and requirements imposed by the Broker and such administrative rules and requirements as may be imposed by the Company. Prior to vesting, the Restricted Shares will be subject to stop transfer instructions given by the Company to the Broker and the transfer agent for the Stock. Upon vesting of any Restricted Shares, such stop transfer instructions will be terminated (except to the extent that any Restricted Shares may be sold pursuant to Article V to satisfy Withholding Requirements (as defined in Section 5.1)). Upon forfeiture of any Restricted Shares, the Broker and such transfer agent will be instructed to debit such Restricted Shares from such account and return them to the Company. (iv) Unless otherwise determined by the Company, each physical certificate and each book entry, in each case relating to Restricted Shares may include such restrictive legends in such forms as the Company may deem convenient, expedient, necessary or appropriate relating to the restrictions under this Agreement, applicable securities, tax or other laws or applicable rules of any securities exchange or market.

Delivery of Restricted Shares. (i) Unless otherwise determined by the Company, the The Restricted Shares will be evidenced by a physical certificate retained by the Secretary of the Company or such escrow agent as the Company may appoint until the Restricted Shares have vested in accordance with Article II or will be delivered to the Participant in book entry form by causing the Restricted Shares to be credited to the Participant’s account at such brokerage firm as may be designated from time to time by the Company Corporation to assist in the administration of the Plan (the “Broker”). (ii) The Restricted Shares will be delivered on or before the date on which they are scheduled to vest; provided, however, that, if any Restricted Shares vest before such date, such Restricted Shares shall be delivered reasonably promptly following vesting (as determined by the Company). All dividends and distributions paid on Restricted Shares prior to such Restricted Shares vesting shall be delivered to the Participant upon the later of (ACorporation) the vesting date of the Restricted Shares with respect to which such dividends and distributions were paid or (B) the date the other stockholders receive dividends and distributions on their shares of Common Stockthereafter. (iii) When Restricted Shares are delivered in book entry form, such delivery as well as all subsequent transfers and other matters relating to the such Restricted Shares will be subject, in addition to all other provisions hereof, to the rules and requirements imposed by the Broker and such administrative rules and requirements as may be imposed by the CompanyCorporation. Prior to vesting, the Restricted Shares will be subject to stop transfer instructions given by the Company Corporation to the Broker and the transfer agent for the Common Stock. Upon vesting of any Restricted Shares, such stop transfer instructions will be terminated (except as otherwise provided in connection with the Company’s xxxxxxx xxxxxxx and other compliance policies and procedures and except to the extent that any Restricted Shares may be sold pursuant to Article V Section 4.4 to satisfy Withholding Requirements (as defined in Section 5.14.4)). Upon forfeiture of any Restricted Shares, the Broker and such transfer agent will be instructed to debit such Restricted Shares from such account and return them to the CompanyCorporation. (iv) Unless otherwise determined by the Company, each physical certificate and each Each book entry, in each case entry relating to Restricted Shares may include such restrictive legends instructions in such forms as the Company Corporation may deem convenient, expedient, necessary or appropriate relating to the restrictions under this Agreement, applicable securities, tax or other laws or applicable rules of any securities exchange or market.

Delivery of Restricted Shares. There shall be issued a stock certificate (ior certificates) Unless otherwise determined by in respect of the Restricted Shares. Such stock certificate(s) shall be registered in the name of such Participant, and shall bear, among other required legends, the following legend: "THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING, WITHOUT LIMITATION, FORFEITURE EVENTS) CONTAINED IN THE AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER HEREOF AND RAND LOGISTICS, INC. A COPY OF SUCH AWARD AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF RAND LOGISTICS, INC., 461 FIFTH AVENUE, 25TH FLOOR, NXX XXXX, XXX XXXX 00000. XXXX XXXXXXXXX, XXX. XXXX XXXNISH TO THE RECORDHOLDER OF THE CERTIFICATE, WITHOUT CHARGE AND UPON WRITTEN REQUEST AT ITS PRINCIPAL PLACE OF BUSINESS, A COPY OF SUCH AWARD AGREEMENT. RAND LOGISTICS, INC. RESERVES THE RIGHT TO REFUSE TO RECORD THE TRANSFER OF THIS CERTIFICATE UNTIL ALL SUCH RESTRICTIONS ARE SATISFIED, ALL SUCH TERMS ARE COMPLIED WITH AND ALL SUCH CONDITIONS ARE SATISFIED." Such stock certificate evidencing such shares shall, in the sole discretion of the Company, the Restricted Shares will be evidenced by a physical certificate retained by the Secretary of the Company or such escrow agent as the Company may appoint until the Restricted Shares have vested deposited with and held in accordance with Article II or will be delivered to the Participant in book entry form by causing the Restricted Shares to be credited to the Participant’s account at such brokerage firm as may be designated from time to time custody by the Company to assist in until the administration restrictions thereon shall have lapsed and all of the Plan (the “Broker”). (ii) The Restricted Shares will be delivered reasonably promptly following vesting (as determined by the Company). All dividends terms and distributions paid on Restricted Shares prior conditions applicable to such grant shall have been satisfied. After the lapse of the restrictions above in respect of the Restricted Shares vesting Shares, a new certificate, without the legend set forth above, shall be delivered to the Participant upon for the later number of (A) the vesting date of the Restricted Shares with respect to which such dividends and distributions were paid or (B) the date the other stockholders receive dividends and distributions on their shares of Common Stock. (iii) When Restricted Shares Stock which are delivered in book entry form, such delivery as well as all subsequent transfers and other matters relating to the Restricted Shares will be subject, in addition to all other provisions hereof, to the rules and requirements imposed by the Broker and such administrative rules and requirements as may be imposed by the Company. Prior to vesting, the Restricted Shares will be no longer subject to stop transfer instructions given by the Company to the Broker such restrictions, terms and the transfer agent for the Stock. Upon vesting of any Restricted Shares, such stop transfer instructions will be terminated (except to the extent that any Restricted Shares may be sold pursuant to Article V to satisfy Withholding Requirements (as defined in Section 5.1)). Upon forfeiture of any Restricted Shares, the Broker and such transfer agent will be instructed to debit such Restricted Shares from such account and return them to the Companyconditions. (iv) Unless otherwise determined by the Company, each physical certificate and each book entry, in each case relating to Restricted Shares may include such restrictive legends in such forms as the Company may deem convenient, expedient, necessary or appropriate relating to the restrictions under this Agreement, applicable securities, tax or other laws or applicable rules of any securities exchange or market.

Delivery of Restricted Shares. (i) Unless otherwise determined by the Company, the The Restricted Shares will be evidenced by a physical certificate retained by the Secretary of the Company or such escrow agent as the Company may appoint until the Restricted Shares have vested in accordance with Article II or will be delivered to the Participant in book entry or other electronic form by causing the Restricted Shares to be credited to an account for the ParticipantParticipant maintained by the Corporation’s account at such brokerage firm transfer agent or as may otherwise be designated from time to time by the Company Corporation to assist in the administration of the Plan (the “BrokerParticipant’s Account”). (ii) The Restricted Shares will be delivered credited to Participant’s Account on or before the date on which they are scheduled to vest; provided, however, that, if any Restricted Shares vest before such date, such Restricted Shares shall be credited reasonably promptly following vesting (as determined by the Company). All dividends and distributions paid on Corporation) thereafter. (iii) Upon vesting, the vested Restricted Shares prior to such Restricted Shares vesting shall be delivered to the Participant upon Participant, at the later of (A) the vesting date of the Restricted Shares with respect to which such dividends and distributions were paid or (B) the date the other stockholders receive dividends and distributions on their shares of Common Stock. (iii) When Restricted Shares are delivered Corporation’s option, in book entry form, such delivery as well as all subsequent transfers and other matters relating to by direct registration with the Corporation’s transfer agent, or by a stock certificate. Such Restricted Shares will be subject, in addition to all other provisions hereof, to the rules and requirements imposed by the Broker and such administrative rules and requirements as may be imposed by the Company. Prior to vesting, the Restricted Shares will Stock shall be subject to stop transfer instructions given by the Company to the Broker and the transfer agent for the Stock. Upon vesting of any Restricted Shares, such stop transfer instructions will be terminated (except to as provided in connection with the extent that any Restricted Shares may be sold pursuant to Article V to satisfy Withholding Requirements (as defined in Section 5.1))Company’s xxxxxxx xxxxxxx and other compliance policies and procedures. Upon forfeiture of any Restricted Shares, the Broker and such transfer agent or other relevant Person will be instructed to debit such Restricted Shares from such account the Participant’s Account and return them to the CompanyCorporation. (iv) Unless otherwise determined by the Company, each physical certificate and each Each book entry, in each case entry relating to Restricted Shares may include such restrictive legends instructions in such forms as the Company Corporation may deem convenient, expedient, necessary or appropriate relating to the restrictions under this Agreement, applicable securities, tax or other laws or applicable rules of any securities exchange or market. (v) With respect to Restricted Shares payable to a Participant who dies prior to delivery of such Restricted Shares, such Restricted Shares shall be delivered to the Participant’s beneficiary. For these purposes, a Participant’s beneficiary shall be his or her estate, provided, that, if a different beneficiary is designated in the Beneficiary Designation Form attached hereto and the designated beneficiary has not predeceased the Participant, the beneficiary designated on the Beneficiary Designation Form shall govern.

Delivery of Restricted Shares. (i) Unless otherwise determined by the Company, the The Restricted Shares will be evidenced by a physical certificate retained by the Secretary of the Company or such escrow agent as the Company may appoint until the Restricted Shares have vested in accordance with Article II or will be delivered to the Participant in book entry form by causing the Restricted Shares to be credited to the Participant’s 's account at such brokerage firm as may be designated from time to time by the Company to assist in the administration of the Plan (the “"Broker”"). (ii) The Restricted Shares will be delivered on or before _______, ____; provided, however, that if any of the Restricted Shares vest before such date, such Restricted Shares shall be delivered reasonably promptly following vesting thereafter (as determined by the Company). All dividends and distributions paid on Restricted Shares prior to such Restricted Shares vesting shall be delivered to the Participant upon the later of (A) the vesting date of the Restricted Shares with respect to which such dividends and distributions were paid or (B) the date the other stockholders receive dividends and distributions on their shares of Common Stock. (iii) When Restricted Shares are delivered in book entry form, such delivery as well as all subsequent transfers and other matters relating to the Restricted Shares will be subject, in addition to all other provisions hereof, to the rules and requirements imposed by the Broker and such administrative rules and requirements as may be imposed by the Company. Prior to vesting, the Restricted Shares will be subject to stop transfer instructions given by the Company to the Broker and the transfer agent for the Common Stock. Upon vesting of any Restricted Shares, such stop transfer instructions will be terminated (except to the extent that any Restricted Shares may be sold pursuant to Article V Section 4.4 to satisfy Withholding Requirements (as defined in Section 5.1)Requirements). Upon forfeiture of any Restricted Shares, the Broker and such transfer agent will be instructed to debit such Restricted Shares from such account and return them to the Company. (iv) Unless otherwise determined by the Company, each physical certificate and each Each book entry, in each case entry relating to Restricted Shares may include such restrictive legends instructions in such forms as the Company may deem convenient, expedient, necessary or appropriate relating to the restrictions under this Agreement, applicable securities, tax or other laws or applicable rules of any securities exchange or market.

Delivery of Restricted Shares. (ia) Unless otherwise determined by the Company, One or more stock certificates evidencing the Restricted Shares will shall be evidenced by a physical certificate issued in the name of the Recipient but shall be held and retained by the Records Administrator of the Company until the date on which the shares (or a portion thereof) subject to this Restricted Shares award become Vested Shares pursuant to Section 2 hereof, subject to the provisions of Section 4 hereof (the “Applicable Date”). All such stock certificates shall bear the following legends, along with such other legends that the Board or the Committee shall deem necessary and appropriate or which are otherwise required or indicated pursuant to any applicable stockholders agreement: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO SUBSTANTIAL VESTING AND OTHER RESTRICTIONS AS SET FORTH IN THE RESTRICTED SHARES AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES, AND INCLUDE VESTING CONDITIONS WHICH MAY RESULT IN THE COMPLETE FORFEITURE OF THE SHARES. (b) The Recipient shall deposit with the Company stock powers or other instruments of transfer or assignment, duly endorsed in blank with signature(s) guaranteed, corresponding to each certificate representing Restricted Shares until such shares become Vested Shares. If the Recipient shall fail to provide the Company with any such stock power or other instrument of transfer or assignment, the Recipient hereby irrevocably appoints the Secretary of the Company as his attorney-in-fact, with full power of appointment and substitution, to execute and deliver any such power or such escrow agent as other instrument which may be necessary to effectuate the Company may appoint until transfer of the Restricted Shares have vested in accordance with Article II (or will be delivered to assignment of distributions thereon) on the Participant in book entry form by causing the Restricted Shares to be credited to the Participant’s account at such brokerage firm as may be designated from time to time by the Company to assist in the administration books and records of the Plan (the “Broker”)Company. (iic) The Restricted Shares will be delivered reasonably promptly following vesting (as determined On or after each Applicable Date, upon written request to the Company by the Company). All dividends Recipient, the Company shall promptly cause a new certificate or certificates to be issued for and distributions paid with respect to all shares that become Vested Shares on Restricted Shares prior to such Restricted Shares vesting that Applicable Date, which certificate(s) shall be delivered to the Participant upon Recipient within fifteen (15) business days of the later of (A) the vesting date of the Restricted Shares with respect to which such dividends and distributions were paid or (B) the date the other stockholders receive dividends and distributions on their shares of Common Stock. (iii) When Restricted Shares are delivered in book entry form, such delivery as well as all subsequent transfers and other matters relating to the Restricted Shares will be subject, in addition to all other provisions hereof, to the rules and requirements imposed by the Broker and such administrative rules and requirements as may be imposed by the Company. Prior to vesting, the Restricted Shares will be subject to stop transfer instructions given receipt by the Company to of the Broker and the transfer agent for the StockRecipient’s written request. Upon vesting of any Restricted Shares, such stop transfer instructions will be terminated (except to the extent that any Restricted Shares The Company may be sold pursuant to Article V elect to satisfy Withholding Requirements (as defined in Section 5.1)). Upon forfeiture of any Restricted Shares, the Broker and such transfer agent will be instructed to debit such Restricted Shares from such account and return them to the Companyforegoing requirement by electronic book entries. (iv) Unless otherwise determined by the Company, each physical certificate and each book entry, in each case relating to Restricted Shares may include such restrictive legends in such forms as the Company may deem convenient, expedient, necessary or appropriate relating to the restrictions under this Agreement, applicable securities, tax or other laws or applicable rules of any securities exchange or market.

Delivery of Restricted Shares. (i) Unless otherwise determined by the Company, the The Restricted Shares will be evidenced by a physical certificate retained by the Secretary of the Company or such escrow agent as the Company may appoint until the Restricted Shares have vested in accordance with Article II or will be delivered to the Participant in book entry form by causing the Restricted Shares to be credited to the Participant’s 's account at such brokerage firm as may be designated from time to time by the Company to assist in the administration of the Plan (the “"Broker”"). (ii) The Restricted Shares will be delivered on or before _________, ____; provided, however, that if any of the Restricted Shares vest before such date, such Restricted Shares shall be delivered reasonably promptly following vesting thereafter (as determined by the Company). All dividends and distributions paid on Restricted Shares prior to such Restricted Shares vesting shall be delivered to the Participant upon the later of (A) the vesting date of the Restricted Shares with respect to which such dividends and distributions were paid or (B) the date the other stockholders receive dividends and distributions on their shares of Common Stock. (iii) When Restricted Shares are delivered in book entry form, such delivery as well as all subsequent transfers and other matters relating to the Restricted Shares will be subject, in addition to all other provisions hereof, to the rules and requirements imposed by the Broker and such administrative rules and requirements as may be imposed by the Company. Prior to vesting, the Restricted Shares will be subject to stop transfer instructions given by the Company to the Broker and the transfer agent for the Common Stock. Upon vesting of any Restricted Shares, such stop transfer instructions will be terminated (except to the extent that any Restricted Shares may be sold pursuant to Article V Section 4.4 to satisfy Withholding Requirements (as defined in Section 5.1)Requirements). Upon forfeiture of any Restricted Shares, the Broker and such transfer agent will be instructed to debit such Restricted Shares from such account and return them to the Company. (iv) Unless otherwise determined by the Company, each physical certificate and each Each book entry, in each case entry relating to Restricted Shares may include such restrictive legends instructions in such forms as the Company may deem convenient, expedient, necessary or appropriate relating to the restrictions under this Agreement, applicable securities, tax or other laws or applicable rules of any securities exchange or market.

Delivery of Restricted Shares. (i) Unless otherwise determined by the Company, the Restricted Shares will be evidenced by a physical certificate retained by the Secretary of the Company or such escrow agent as the Company may appoint until the Restricted Shares have vested in accordance with Article II or will be delivered to the Participant in book entry form by causing the Restricted Shares to be credited to the Participant’s account at such brokerage firm as may be designated from time to time by the Company to assist in the administration of the Plan (the “Broker”). (ii) The Restricted Shares will be delivered reasonably promptly following vesting (as determined by the Company). All dividends and distributions paid on Restricted Shares prior to such Restricted Shares vesting shall be delivered to the Participant upon the later of (A) the vesting date of the Restricted Shares with respect to which such dividends and distributions were paid or (B) the date the other stockholders receive dividends and distributions on their shares of Common Stock. (iiii) When Restricted Shares are delivered in book entry form, such delivery as well as all subsequent transfers and other matters relating to the Restricted Shares will be subject, in addition to all other provisions hereof, to the rules and requirements imposed by the Broker and such administrative rules and requirements as may be imposed by the Company. Prior to vesting, the Restricted Shares will be subject to stop transfer instructions given by the Company to the Broker and the transfer agent for the Stock. Upon vesting of any Restricted Shares, such stop transfer instructions will be terminated (except to the extent that any Restricted Shares may be sold pursuant to Article V to satisfy Withholding Requirements (as defined in Section 5.1)). Upon forfeiture of any Restricted Shares, the Broker and such transfer agent will be instructed to debit such Restricted Shares from such account and return them to the Company. (iviii) Unless otherwise determined by the Company, each physical certificate and each book entry, in each case relating to Restricted Shares may include such restrictive legends in such forms as the Company may deem convenient, expedient, necessary or appropriate relating to the restrictions under this Agreement, applicable securities, tax or other laws or applicable rules of any securities exchange or market.

Delivery of Restricted Shares. (i) Unless otherwise determined by the Company, the The Restricted Shares will be evidenced by a physical certificate retained by the Secretary of the Company or such escrow agent as the Company may appoint until the Restricted Shares have vested in accordance with Article II or will be delivered to the Participant in book entry form by causing the Restricted Shares to be credited to the Participant’s 's account at such brokerage firm as may be designated from time to time by the Company to assist in the administration of the Plan (the “"Broker”"). (ii) The Restricted Shares will be delivered on or before __________, ____; provided, however, that if any of the Restricted Shares vest before such date, such Restricted Shares shall be delivered reasonably promptly following vesting thereafter (as determined by the Company). All dividends and distributions paid on Restricted Shares prior to such Restricted Shares vesting shall be delivered to the Participant upon the later of (A) the vesting date of the Restricted Shares with respect to which such dividends and distributions were paid or (B) the date the other stockholders receive dividends and distributions on their shares of Common Stock. (iii) When Restricted Shares are delivered in book entry form, such delivery as well as all subsequent transfers and other matters relating to the Restricted Shares will be subject, in addition to all other provisions hereof, to the rules and requirements imposed by the Broker and such administrative rules and requirements as may be imposed by the Company. Prior to vesting, the Restricted Shares will be subject to stop transfer instructions given by the Company to the Broker and the transfer agent for the Common Stock. Upon vesting of any Restricted Shares, such stop transfer instructions will be terminated (except to the extent that any Restricted Shares may be sold pursuant to Article V Section 4.4 to satisfy Withholding Requirements (as defined in Section 5.1)Requirements). Upon forfeiture of any Restricted Shares, the Broker and such transfer agent will be instructed to debit such Restricted Shares from such account and return them to the Company. (iv) Unless otherwise determined by the Company, each physical certificate and each Each book entry, in each case entry relating to Restricted Shares may include such restrictive legends instructions in such forms as the Company may deem convenient, expedient, necessary or appropriate relating to the restrictions under this Agreement, applicable securities, tax or other laws or applicable rules of any securities exchange or market.

Delivery of Restricted Shares. (i) Unless otherwise determined by the Company, the Restricted Shares will be evidenced by a physical certificate retained by the Secretary of the Company or such escrow agent as the Company may appoint until the Restricted Shares have vested in accordance with Article II or will be delivered to the Participant in book entry form by causing the Restricted Shares to be credited to the Participant’s account at such brokerage firm as may be designated from time to time by the Company to assist in the administration of the Plan (the “Broker”). (ii) The Restricted Shares will be delivered reasonably promptly following vesting (as determined by the Company). All dividends and distributions paid on Restricted Shares prior to such Restricted Shares vesting There shall be delivered to the Participant upon the later of issued a stock certificate (Aor certificates) the vesting date in respect of the Restricted Shares with respect to which Shares. Such stock certificate(s) shall be registered in the name of such dividends Participant, and distributions were paid or (B) the date the shall bear, among other stockholders receive dividends and distributions on their shares of Common Stock. (iii) When Restricted Shares are delivered in book entry form, such delivery as well as all subsequent transfers and other matters relating to the Restricted Shares will be subject, in addition to all other provisions hereof, to the rules and requirements imposed by the Broker and such administrative rules and requirements as may be imposed by the Company. Prior to vestingrequired legends, the Restricted Shares will be subject to stop transfer instructions given by the Company to the Broker and the transfer agent for the Stockfollowing legend: "THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING, WITHOUT LIMITATION, FORFEITURE EVENTS) CONTAINED IN THE AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER HEREOF AND RAND LOGISTICS, INC. Upon vesting of any Restricted SharesA COPY OF SUCH AWARD AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF RAND LOGISTICS, such stop transfer instructions will be terminated (except to the extent that any Restricted Shares may be sold pursuant to Article V to satisfy Withholding Requirements (as defined in Section 5.1))INC., 400 XXXXX XXXXXX, 00XX XXXXX, XXX XXXX, XXX XXXX 00000. Upon forfeiture of any Restricted SharesRAND LOGISTICS, the Broker and such transfer agent will be instructed to debit such Restricted Shares from such account and return them to the CompanyINC. WILL FURNISH TO THE RECORDHOLDER OF THE CERTIFICATE, WITHOUT CHARGE AND UPON WRITTEN REQUEST AT ITS PRINCIPAL PLACE OF BUSINESS, A COPY OF SUCH AWARD AGREEMENT. RAND LOGISTICS, INC. RESERVES THE RIGHT TO REFUSE TO RECORD THE TRANSFER OF THIS CERTIFICATE UNTIL ALL SUCH RESTRICTIONS ARE SATISFIED, ALL SUCH TERMS ARE COMPLIED WITH AND ALL SUCH CONDITIONS ARE SATISFIED. (iv) Unless otherwise determined by the Company, each physical certificate and each book entry, in each case relating to Restricted Shares may include such restrictive legends in such forms as the Company may deem convenient, expedient, necessary or appropriate relating to the restrictions under this Agreement, applicable securities, tax or other laws or applicable rules of any securities exchange or market."

Delivery of Restricted Shares. (ia) Unless otherwise determined The Restricted Shares may not be transferred by the CompanyEmployee until such Restricted Shares have vested. Except as otherwise provided in Section 3 hereof, the Restricted Shares will shall vest, the restrictions on the Restricted Shares shall lapse, and the Restricted Shares shall be evidenced by a physical certificate retained by delivered to the Employee over the service period as set forth below: (b) Until such time as delivery of the Restricted Shares is made to the Employee, or the Employee’s right to such Restricted Shares is terminated in accordance with this Agreement, the Company’s stock transfer records shall reflect the Employee’s status as holder of such Restricted Shares. (c) Notwithstanding any other provisions of this Agreement, the Company’s Board of Directors (the “Board”) shall be authorized in its discretion, based upon its review and evaluation of the performance of the Employee and of the Company or its subsidiaries, to accelerate the lapse of any restrictions under this Agreement upon the Restricted Shares, at such times and upon such terms and conditions as the Board shall deem advisable. (d) Until the Restricted Shares vest and are delivered without restrictions to the Employee in accordance with the terms of this Agreement, the Employee hereby irrevocably appoints the Secretary of the Company as his attorney-in-fact to execute and deliver any stock power or such escrow agent other instrument which may be necessary to effectuate the transfer of the Restricted Shares (or assignment of distributions thereon) on the books and records of the Company. (e) The Employee shall not effect a Disposition (as defined below) of any Restricted Shares unless, until and to the Company may appoint until extent the Restricted Shares have vested in accordance with Article II or will be delivered this Agreement. Any attempt to the Participant in book entry form by causing the Restricted Shares to be credited to the Participant’s account at such brokerage firm as may be designated from time to time by the Company to assist in the administration effect a Disposition of the Plan (the “Broker”). (ii) The Restricted Shares will be delivered reasonably promptly following vesting (as determined by the Company). All dividends and distributions paid on any Restricted Shares prior to such Restricted Shares vesting shall be delivered to the Participant upon the later of (A) the vesting date of on which the Restricted Shares with respect to which such dividends and distributions were paid or (B) the date the other stockholders receive dividends and distributions on their shares of Common Stock. (iii) When Restricted Shares are delivered in book entry form, such delivery as well as all subsequent transfers and other matters relating to the Restricted Shares will be subject, in addition to all other provisions hereof, to the rules and requirements imposed by the Broker and such administrative rules and requirements as may be imposed by the Company. Prior to vesting, the Restricted Shares will be subject to stop transfer instructions given by the Company to the Broker have vested and the transfer agent for the Stockrestrictions have lapsed, shall be void ab initio. Upon vesting For purposes of any Restricted Shares, such stop transfer instructions will be terminated (except to the extent that any Restricted Shares may be sold pursuant to Article V to satisfy Withholding Requirements (as defined in Section 5.1)). Upon forfeiture of any Restricted Shares, the Broker and such transfer agent will be instructed to debit such Restricted Shares from such account and return them to the Company. (iv) Unless otherwise determined by the Company, each physical certificate and each book entry, in each case relating to Restricted Shares may include such restrictive legends in such forms as the Company may deem convenient, expedient, necessary or appropriate relating to the restrictions under this Agreement, applicable securities“Disposition” shall mean any sale, tax transfer, encumbrance, gift, donation, assignment, pledge, hypothecation, or other laws disposition, whether similar or applicable rules dissimilar to those previously enumerated, whether voluntary or involuntary, and including, but not limited to, any disposition by operation of any securities exchange law, by court order, by judicial process, or marketby foreclosure, levy or attachment.