Common use of Escrow of Certificates Clause in Contracts

Escrow of Certificates. (a) The certificates representing shares of Restricted Stock shall be registered in the name of the Participant and deposited, together with a stock power endorsed by the Participant in blank, with the Executive Vice President and Chief Administrative Officer of the Company (or his or her designee) during the Restricted Period, as defined in Paragraph 3(a) hereof. Each such certificate shall bear a legend as provided by the Company, conspicuously referring to the terms, conditions and restrictions as permitted under Section 15 of the Plan. The Participant, by executing this Award Agreement in the space provided below, hereby acknowledges that: (i) as a material inducement to the grant of this Award under the Plan, the Executive Vice President and Chief Administrative Officer of the Company (or his or her designee) is so appointed as the escrow holder with the authority to hold said certificates and stock powers in escrow and to take all such actions and to effectuate all transfers of vested Restricted Stock or releases as are in accordance with the terms of this Award Agreement and the Plan, and (ii) the appointment is coupled with an interest, and is accordingly irrevocable. (b) The Executive Vice President and Chief Administrative Officer of the Company, as the escrow holder, will not be liable to the Participant (or to any other party) for any actions or omissions unless the escrow holder is grossly negligent. The escrow holder may rely upon any letter, notice, or other document executed with any signature purported to be genuine. (c) Upon receipt by the Executive Vice President and Chief Administrative Officer of the Company, as the escrow holder, of a written request from the Participant for a transfer of all or any portion of, the Restricted Stock that has vested pursuant to paragraph 4 or 5, the Secretary of the Company shall transfer such vested Restricted Stock to the Participant; provided that the Participant timely remits, in a form and manner approved by the Company, an amount equal to the aggregate par value of the Restricted Stock being transferred.

Escrow of Certificates. (a) The Any certificates or book entries representing the shares of Restricted Stock shall be registered in the name of the Participant and deposited, together with a stock power endorsed by the Participant in blankblank (upon the request of the Company), with the Executive Vice President and Chief Administrative Officer transfer agent of the Company (or his or her designeeany other authorized designee of the Company, which the Company may choose in its sole discretion) during until such shares have vested in the Restricted Period, as defined Participant in Paragraph 3(a) accordance with Section 6 hereof. Each such Any certificate shall bear a legend as provided by the Company, conspicuously referring to the terms, conditions and restrictions as permitted under Section 15 described in the Plan and in this Amended and Restated Agreement; provided, however, that in the event the Company, in its sole discretion, permits book entries to represent the shares of Restricted Stock in lieu of certificates, the sole indicia of the PlanParticipant’s ownership of the vested shares of Restricted Stock will be one or more electronic entries in Participant’s brokerage account promptly following one or more vesting events in accordance with this Amended and Restated Agreement. The Participant, by executing this Award Amended and Restated Agreement in the space provided below, hereby acknowledges (a) that: (i) , as a material inducement to the grant of this Award under the Plan, the Executive Vice President and Chief Administrative Officer transfer agent of the Company (or his or her designee) is any other authorized designee of the Company, which the Company may choose in its sole discretion)is so appointed as the escrow holder with the authority to hold said certificates and stock powers in escrow escrow, to make any book entries in accordance with this Section, and to take all such actions and to effectuate all transfers of vested Restricted Stock or releases as are in accordance with the terms of this Award Amended and Restated Agreement or the Plan and the Plan, and (iib) that the appointment is coupled with an interest, and is that it accordingly will be irrevocable. (b) . The Executive Vice President and Chief Administrative Officer of the Company, as the escrow holder, holder will not be liable to the Participant (or to any other party) for any actions or omissions unless the escrow holder is grossly negligent. The escrow holder may rely upon any letter, notice, or other document executed with by any signature purported to be genuine. (c) Upon receipt by the Executive Vice President . No certificates will be issued for a partial share, and Chief Administrative Officer of the Company, as the escrow holder, of a written request from the Participant for a transfer will receive the Fair Market Value of all or any portion of, the Restricted Stock that has vested pursuant to paragraph 4 or 5, the Secretary of the Company shall transfer such vested Restricted Stock to the Participant; provided that the Participant timely remits, partial share in a form and manner approved by the Company, an amount equal to the aggregate par value of the Restricted Stock being transferredcash.

Escrow of Certificates. (a) The Any certificates or book entries representing the shares of Restricted Stock shall be registered in the name of the Participant and deposited, together with a stock power endorsed by the Participant in blankblank (upon the request of the Company), with the Executive Vice President and Chief Administrative Officer transfer agent of the Company (or his or her designeeany other authorized designee of the Company, which the Company may choose in its sole discretion) during until such shares have vested in the Restricted Period, as defined Participant in Paragraph 3(a) accordance with Section 6 hereof. Each such Any certificate shall bear a legend as provided by the Company, conspicuously referring to the terms, conditions and restrictions as permitted under Section 15 described in the Plan and in this Agreement; provided, however, that in the event the Company, in its sole discretion, permits book entries to represent the shares of Restricted Stock in lieu of certificates, the sole indicia of the PlanParticipant’s ownership of the vested shares of Restricted Stock will be one or more electronic entries in Participant’s brokerage account promptly following one or more vesting events in accordance with this Agreement. The Participant, by executing this Award Agreement in the space provided below, hereby acknowledges (a) that: (i) , as a material inducement to the grant of this Award under the Plan, the Executive Vice President and Chief Administrative Officer transfer agent of the Company (or his or her designee) is any other authorized designee of the Company, which the Company may choose in its sole discretion)is so appointed as the escrow holder with the authority to hold said certificates and stock powers in escrow escrow, to make any book entries in accordance with this Section, and to take all such actions and to effectuate all transfers of vested Restricted Stock or releases as are in accordance with the terms of this Award Agreement or the Plan and the Plan, and (iib) that the appointment is coupled with an interest, and is that it accordingly will be irrevocable. (b) . The Executive Vice President and Chief Administrative Officer of the Company, as the escrow holder, holder will not be liable to the Participant (or to any other party) for any actions or omissions unless the escrow holder is grossly negligent. The escrow holder may rely upon any letter, notice, or other document executed with by any signature purported to be genuine. (c) Upon receipt by the Executive Vice President . No certificates will be issued for a partial share, and Chief Administrative Officer of the Company, as the escrow holder, of a written request from the Participant for a transfer will receive the Fair Market Value of all or any portion of, the Restricted Stock that has vested pursuant to paragraph 4 or 5, the Secretary of the Company shall transfer such vested Restricted Stock to the Participant; provided that the Participant timely remits, partial share in a form and manner approved by the Company, an amount equal to the aggregate par value of the Restricted Stock being transferredcash.