Common use of Escrow of Restricted Shares Clause in Contracts

Escrow of Restricted Shares. The Company shall issue in the Employee’s name the Restricted Shares, and such Restricted Shares shall be held for the Employee in electronic, book entry form by the Company’s transfer agent with a notation that the shares are subject to restrictions. The Restricted Shares shall be held subject to restrictions as provided in the Agreement until such time as the Restricted Shares become Earned Shares. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of any of the Restricted Shares that are subject to the Forfeiture Restrictions. A breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. If part or all of the Restricted Shares are forfeited pursuant to this Agreement, the Company shall have the right to direct the Company’s transfer agent to cancel such forfeited Restricted Shares or, at the Company’s election, transfer such Restricted Shares to the Company or to any designee of the Company. Effective as of the Date of Grant, the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right, subject to Section 3(d), to receive all dividends and other distributions paid with respect to such Restricted Shares; provided, however, that such Restricted Shares shall be subject to the restrictions described herein, including, without limitation, those described in Section 3 hereof. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall issue appropriate instructions to the transfer agent.

Escrow of Restricted Shares. The (a) To ensure the availability for delivery of Unvested Restricted Shares upon forfeiture and repurchase in accordance with Section 2, Grantee shall, upon execution of this Agreement, deliver and deposit with an escrow holder designated by the Company shall issue in (the Employee’s name "Escrow Holder") the share certificate(s) representing the Unvested Restricted Shares, and such together with corresponding stock assignment(s), in the form attached hereto as Exhibit B, duly endorsed in blank. The Unvested Restricted Shares and stock assignment(s) shall be held for the Employee in electronic, book entry form by the Company’s transfer agent with a notation that Escrow Holder, pursuant to the shares are subject to restrictions. The Joint Escrow Instructions of the Company and Grantee attached hereto as Exhibit C, until the Forfeiture Restrictions terminate or lapse regarding those Unvested Restricted Shares shall be held subject to restrictions as provided in the Agreement or until such time as the Restricted Shares become Earned Shares. The Employee may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of any of the Restricted Shares that are subject to the Forfeiture Restrictions. A breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. If part or all of the those Unvested Restricted Shares are forfeited pursuant and repurchased in accordance with Section 2. (b) The Escrow Holder shall not be liable for any act that he or she may do or omit to this Agreementdo with respect to holding the Restricted Shares and/or any other property in escrow while acting in good faith and in the exercise of his or her judgment. (c) Upon the forfeiture and repurchase of all or any of the Unvested Restricted Shares by the Company in accordance with Section 2, the Company shall have the right to direct Escrow Holder, upon receipt of written notice from the Company’s , shall take all steps necessary to accomplish the transfer agent to cancel such forfeited Restricted Shares or, at the Company’s election, transfer such of those Unvested Restricted Shares to the Company or to any designee of the Company. Effective as of the Date of Grant, the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right, subject to Section 3(dand/or its assignee(s), to receive all dividends and other distributions paid with respect to such Restricted Shares; provided, however, that such Restricted Shares shall be subject to the restrictions described herein, including, without limitation, those described in Section 3 hereof. . (d) Upon the termination or lapse of the Forfeiture Restrictions without forfeitureregarding all or any of the Unvested Restricted Shares and the request of Grantee, the Company Escrow Holder shall issue appropriate instructions promptly deliver to Grantee the transfer agentcertificate(s) representing those Vested Restricted Shares.

Escrow of Restricted Shares. The Company shall issue in the Employee’s name the Restricted Shares, and such (a) All Restricted Shares shall will, upon execution of this Agreement, be held for delivered and deposited with the Employee in electronic, book entry form by Secretary of the CompanyCompany or the Secretary’s transfer agent with a notation that designee (the shares are subject to restrictions“Escrow Holder”). The Restricted Shares shall will be held subject to restrictions as provided in by the Agreement Escrow Holder until such time as the Restricted Shares become Earned Shares. vest or the date the Shareholder ceases to be a Service Provider. (b) The Employee Escrow Holder will not be liable for any act it may not sell, transfer, pledge, exchange, hypothecate do or otherwise dispose of any of omit to do with respect to holding the Restricted Shares that are subject in escrow while acting in good faith and in the exercise of its judgment. (c) Upon the Shareholder’s termination as an employee, director, consultant or other service provider to the Forfeiture Restrictions. A breach Company (a “Service Provider”) for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. If part or all of the Restricted Shares are forfeited pursuant to this Agreement, the Company shall have the right to direct the Company’s transfer agent to cancel such forfeited Restricted Shares or, at the Company’s election, transfer such unvested Restricted Shares to the Company or to any designee Company. The Shareholder hereby appoints the Escrow Holder with full power of substitution, as the Shareholder’s true and lawful attorney in fact with irrevocable power and authority in the name and on behalf of the Company. Effective as of the Date of Grant, the Employee shall have Shareholder to take any action and execute all of the rights of a stockholder of the Company with respect to the Restricted Sharesdocuments and instruments, including, without limitation, voting stock powers which may be necessary to transfer the unvested Restricted Shares to the Company upon such termination. (d) The Escrow Holder will immediately take all steps necessary to accomplish the transfer of Restricted Shares to the Shareholder after they vest. (e) Subject to the terms hereof, the Shareholder will have all the rights and the right, subject to Section 3(d), to receive all dividends and other distributions paid of a stockholder with respect to such Restricted Shares; provided, however, that such the Restricted Shares shall be subject to the restrictions described hereinwhile they are held in escrow, including, including without limitation, those described in Section 3 hereof. Upon the lapse of right to vote the Forfeiture Restrictions without forfeiture, the Company shall issue appropriate instructions Restricted Shares and to the transfer agentreceive any cash dividends declared thereon.

Escrow of Restricted Shares. The Company shall issue in the Employee’s your name the Restricted Shares, and such Restricted Shares shall be held for the Employee you in electronic, book entry form by the Company’s transfer agent with a notation that the shares are subject to restrictions. The Restricted Shares shall be held subject to restrictions as provided in the this Agreement until such time as the Restricted Shares become Earned Shares. The Employee You may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of any of the Restricted Shares that are subject to the Forfeiture Restrictions. A breach of the terms of this Agreement shall cause a forfeiture of the Restricted Shares. If part or all of the Restricted Shares are forfeited pursuant to this Agreement, the Company shall have the right to direct the Company’s transfer agent to cancel such forfeited Restricted Shares or, at the Company’s election, transfer such Restricted Shares to the Company or to any designee of the Company. Effective as of the Date of Grant, the Employee you shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right, subject to Section 3(d)4, to receive all dividends and other distributions paid with respect to such Restricted Shares; provided, however, that such Restricted Shares shall be subject to the restrictions described herein, including, without limitation, those described in Section Sections 2 and 3 hereof. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company shall issue appropriate instructions to the transfer agent.