Escrow of Shares. 4.1 All Restricted Shares granted pursuant to this Agreement shall be held in escrow by the Company, as escrow holder (“Escrow Holder”), together with a stock power executed in blank by the Employee, until such Restricted Shares shall either (a) have been forfeited to the Company at the Employee’s Termination Date in accordance with Section 2.2 hereof or (b) have become Vested Shares and the Employee shall have satisfied the requirements of Section 5.1 hereof (relating to tax withholdings) with respect to any taxable income attributable to such Restricted Shares. 4.2 Upon the forfeiture of any Restricted Shares to the Company in accordance with Section 2.2 hereof, the Company shall have the right, as Escrow Holder, to take all steps necessary to accomplish the transfer of such Restricted Shares to it, including but not limited to presentment of certificates representing such Restricted Shares, together with a stock power executed by or in the name of the Employee appropriately completed by the Escrow Holder, to the Company’s transfer agent with irrevocable instructions to register transfer of such Restricted Shares into the name of the Company. The Employee hereby appoints the Company, in its capacity as Escrow Holder, as his irrevocable attorney-in-fact to execute in his name, acknowledge and deliver all stock powers and other instruments as may be necessary or desirable with respect to the Restricted Shares. 4.3 When any portion of the Restricted Shares have become Vested Shares, upon the Employee’s request, the Company, as Escrow Holder, shall promptly cause a new certificate to be issued for such Vested Shares and shall deliver such certificate to the Employee subject, however, to the Employee’s satisfaction of the requirements of Section 5.1 hereof (relating to tax withholdings). 4.4 Subject to the terms hereof, the Employee shall have all the rights of a stockholder with respect to all Restricted Shares while they are held in escrow, including without limitation, the right to receive any dividends declared thereon. If, from time to time during the term of the escrow, there occurs any corporate or other action giving rise to substituted or additional securities by reason of ownership of Restricted Shares, such substituted or additional securities, with the legend required by Section 7.3 hereof if applicable, shall be immediately subject to this escrow and deposited with the Escrow Holder.
Appears in 5 contracts
Samples: Restricted Stock Grant Agreement (Kopin Corp), Restricted Stock Grant Agreement (Kopin Corp), Restricted Stock Grant Agreement (Kopin Corp)
Escrow of Shares. 4.1 5.1. All Restricted Shares granted pursuant to this Agreement shall be held in escrow by the Company, as escrow holder (“Escrow Holder”), together with a stock power executed in blank by the Employee, until such Restricted Shares shall either (a) have been forfeited to the Company at the Employee’s Termination Date in accordance with Section 2.2 hereof or (b) have become Vested Shares and the Employee shall have satisfied the requirements of Section 5.1 6.1 hereof (relating to tax withholdings) with respect to any taxable income attributable to such Restricted Shares.
4.2 5.2. Upon the forfeiture of any Restricted Shares to the Company in accordance with Section 2.2 hereof, the Company shall have the right, as Escrow Holder, to take all steps necessary to accomplish the transfer of such Restricted Shares to it, including but not limited to presentment of certificates representing such Restricted Shares, together with a stock power executed by or in the name of the Employee appropriately completed by the Escrow Holder, to the Company’s transfer agent with irrevocable instructions to register transfer of such Restricted Shares into the name of the Company. The Employee hereby appoints the Company, in its capacity as Escrow Holder, as his irrevocable attorney-in-fact to execute in his name, acknowledge and deliver all stock powers and other instruments as may be necessary or desirable with respect to the Restricted Shares.
4.3 5.3. When any portion of the Restricted Shares have become Vested Shares, upon the Employee’s request, the Company, as Escrow Holder, shall promptly cause a new certificate to be issued for such Vested Shares and shall deliver such certificate to the Employee subject, however, to the Employee’s satisfaction of the requirements of Section 5.1 6.1 hereof (relating to tax withholdings).
4.4 5.4. Subject to the terms hereof, the Employee shall have all the rights of a stockholder with respect to all Restricted Shares while they are held in escrow, including without limitation, the right to receive any dividends declared thereon. If, from time to time during the term of the escrow, there occurs any corporate or other action giving rise to substituted or additional securities by reason of ownership of Restricted Shares, such substituted or additional securities, with the legend required by Section 7.3 8.3 hereof if applicable, shall be immediately subject to this escrow and deposited with the Escrow Holder.
Appears in 4 contracts
Samples: Restricted Stock Grant Agreement (KAYAK SOFTWARE Corp), Restricted Stock Grant Agreement (KAYAK SOFTWARE Corp), Restricted Stock Grant Agreement (KAYAK SOFTWARE Corp)
Escrow of Shares. 4.1 All Restricted Shares granted pursuant to this Agreement shall be held in escrow by the Company, as escrow holder (“"Escrow Holder”"), together with a stock power executed in blank by the Employee, until such Restricted Shares shall either (a) have been forfeited to the Company at the Employee’s 's Termination Date in accordance with Section 2.2 hereof or (b) have become Vested Shares and the Employee shall have satisfied the requirements of Section 5.1 hereof (relating to tax withholdings) with respect to any taxable income attributable to such Restricted Shares.
4.2 . Upon the forfeiture of any Restricted Shares to the Company in accordance with Section 2.2 hereof, the Company shall have the right, as Escrow Holder, to take all steps necessary to accomplish the transfer of such Restricted Shares to it, including but not limited to presentment of certificates representing such Restricted Shares, together with a stock power executed by or in the name of the Employee appropriately completed by the Escrow Holder, to the Company’s 's transfer agent with irrevocable instructions to register transfer of such Restricted Shares into the name of the Company. The Employee hereby appoints the Company, in its capacity as Escrow Holder, as his irrevocable attorney-in-fact to execute in his name, acknowledge and deliver all stock powers and other instruments as may be necessary or desirable with respect to the Restricted Shares.
4.3 . When any portion of the Restricted Shares have become Vested Shares, upon the Employee’s 's request, the Company, as Escrow Holder, shall promptly cause a new certificate to be issued for such Vested Shares and shall deliver such certificate to the Employee subject, however, to the Employee’s 's satisfaction of the requirements of Section 5.1 hereof (relating to tax withholdings).
4.4 . Subject to the terms hereof, the Employee shall have all the rights of a stockholder with respect to all Restricted Shares while they are held in escrow, including without limitation, the right to receive any dividends declared thereon. If, from time to time during the term of the escrow, there occurs any corporate or other action giving rise to substituted or additional securities by reason of ownership of Restricted Shares, such substituted or additional securities, with the legend required by Section 7.3 hereof if applicable, shall be immediately subject to this escrow and deposited with the Escrow Holder.
Appears in 1 contract
Escrow of Shares. 4.1 All 4.1. The Restricted Shares granted pursuant to issued under this Agreement shall be held in escrow by the Company, as escrow holder (“"Escrow Holder”"), together with a stock power executed in blank by the EmployeePurchaser, until such Restricted Shares shall either (a) have been forfeited to the Company at expiration of the Employee’s Termination Date in accordance with Section 2.2 hereof or (b) have become Vested Shares Company's Repurchase Right and the Employee shall have satisfied Purchaser's satisfaction of the requirements of Section 5.1 hereof (relating to tax withholdings) with respect to any taxable income attributable to such Restricted Shares).
4.2 Upon the forfeiture of any Restricted Shares to 4.2. If the Company in accordance with Section 2.2 hereofexercises its Repurchase Right hereunder, the Company it shall have the right, as Escrow Holder, to take all steps necessary to accomplish the transfer of such Restricted Shares to ittransfer, including but not limited to presentment of certificates representing the Shares subject to such Restricted Sharesrepurchase, together with a stock power executed by or in the name of the Employee Purchaser appropriately completed by the Escrow Holder, to the Company’s 's transfer agent with irrevocable instructions to register transfer of such Restricted Shares into the name of the Company. The Employee Purchaser hereby appoints the Company, in its capacity as Escrow Holder, as his or her irrevocable attorney-in-fact to execute in his or her name, acknowledge and deliver all stock powers and other instruments as may be necessary or desirable with respect to the Restricted Shares.
4.3 4.3. When any portion of the Restricted Acquired Shares have become Vested Sharesbeen released from the Repurchase Right, upon the Employee’s request, Purchaser's request the Company, as Escrow Holder, shall promptly cause a new certificate to be issued for such Vested Shares and shall deliver such certificate to the Employee Purchaser subject, however, to the Employee’s Purchaser's satisfaction of the requirements of Section 5.1 hereof (relating to tax withholdings).
4.4 4.4. Subject to the terms hereof, the Employee Purchaser shall have all the rights of a stockholder with respect to all Restricted the Shares while they are held in escrow, including without limitation, the right to receive any dividends declared thereon. If, from time to time during the term of the escrowRepurchase Right, there occurs any corporate or other action giving rise to substituted or additional securities by reason of ownership of Restricted Shares, the Shares such substituted or additional securities, with the legend required by Section 7.3 hereof if applicable7.3, shall be immediately subject to this escrow and deposited with the Escrow Holder.
Appears in 1 contract
Samples: Restricted Stock Purchase Agreement (Dover Saddlery Inc)
Escrow of Shares. 4.1 All Restricted Shares granted pursuant to this Agreement shall be held in escrow by the Company, as escrow holder (“Escrow Holder”), together with a stock power executed in blank by the Employee, until such Restricted Shares shall either (a) have been forfeited to The Secretary of the Company at or any other person designated by the Employee’s Termination Date in accordance with Section 2.2 hereof or (b) have become Vested Shares and Administrator shall retain physical custody of any certificates representing the Employee shall have satisfied the requirements of Section 5.1 hereof (relating to tax withholdings) with respect to any taxable income attributable to such Restricted Shares.
4.2 Upon , or shall maintain an account for Director evidencing the forfeiture issuance of any Restricted Shares to the Company in accordance with Section 2.2 hereof, the Company shall have the right, as Escrow Holder, to take all steps necessary to accomplish the transfer of such Restricted Shares to it, including but not limited to presentment of certificates representing such Restricted Shares, together with a stock power executed by or in the name of the Employee appropriately completed by the Escrow Holder, escrow until and to the Company’s transfer agent with irrevocable instructions to register transfer of extent (i) such Restricted Shares into have vested and all Restrictions have been removed or lapsed as to such shares under this Agreement, provided, however, that only the name Transferable Vested Shares may be released from escrow at such time; or (ii) such Restricted Shares have been forfeited and cancelled pursuant to Section 3.1. To ensure the delivery of the Company. The Employee Director’s Restricted Shares upon forfeiture, Director hereby appoints the Company, in its capacity Secretary of the Company or any other designated escrow agent as Escrow Holder, as his irrevocable Director’s attorney-in-fact to execute in his nameassign and transfer unto the Company (or such designee), acknowledge and deliver all stock powers and other instruments as may be necessary or desirable with respect to the such Restricted Shares.
4.3 When any portion of , if any, pursuant to Section 3.1. Once the Forfeiture Restrictions have lapsed and the Restricted Shares have vest and become Vested Shares, upon the EmployeeSecretary of the Company or any other person designated by the Administrator shall retain physical custody of any certificates representing the Non-Transferable Vested Shares, or shall maintain an account for Director evidencing the issuance of such Non-Transferable Vested Shares, until the Director’s requestTermination of Service.
(b) The Secretary, the Company, as Escrow Holderor other escrow agent, shall promptly cause a new certificate not be liable for any act he or she may do or omit to be issued for such Vested Shares and shall deliver such certificate to the Employee subject, however, to the Employee’s satisfaction of the requirements of Section 5.1 hereof (relating to tax withholdings).
4.4 Subject to the terms hereof, the Employee shall have all the rights of a stockholder do with respect to all holding the Restricted Shares while they are held in escrow, including without limitation, the right to receive any dividends declared thereon. If, from time to time during the term of the escrow, there occurs any corporate or other action giving rise to substituted or additional securities by reason of ownership of Restricted Shares, such substituted or additional securities, with the legend required by Section 7.3 hereof if applicable, shall be immediately subject to this escrow and deposited with while acting in good faith and in the Escrow Holderexercise of his or her judgment.
Appears in 1 contract
Samples: Restricted Stock Agreement (Complete Production Services, Inc.)
Escrow of Shares. 4.1 All 4.1. Each Restricted Shares Share granted pursuant to this Agreement shall be held in escrow by the Company, as escrow holder (“Escrow Holder”), together with a stock power executed in blank by the Employee, ) until such Restricted Shares it shall either either: (a) have been be forfeited to and repurchased for cancellation by the Company upon the earlier of the expiration of the vesting schedule in Schedule A, or at the EmployeeRecipient’s Termination Date in accordance with Section 2.2 hereof 2; or (b) have become a Vested Shares Share and the Employee Recipient shall have satisfied the requirements of Section 5.1 hereof 5 (relating to tax withholdings) with respect to any taxable income attributable to such Restricted SharesShare.
4.2 4.2. Upon the forfeiture of any Restricted Shares to to, and the return for cancellation by the Company in accordance with Section 2.2 hereof2, the Company shall have the right, right as Escrow Holder, Holder to take all steps necessary to accomplish the transfer of such Restricted Shares Share to itit for cancellation, including but not limited to to, presentment of certificates representing such the Restricted Shares, together with a stock power executed by or in the name of the Employee Recipient appropriately completed by the Escrow Holder, to the Company’s transfer agent with irrevocable instructions to register transfer of such Restricted Shares into the name of the CompanyCompany for cancellation. The Employee Recipient hereby appoints the Company, in its capacity as Escrow Holder, Company as his or her irrevocable attorney-in-fact to execute in his or her name, acknowledge and deliver all stock powers and other instruments as may be necessary or desirable with respect to the Restricted Shares.
4.3 4.3. When any portion of the Restricted Shares have become Vested Shares, upon Recipient’s request the Employee’s requestCompany shall, at its sole election, either request that the Company, as Escrow Holder, shall promptly cause Transfer Agent: 1.) issue and deliver a new stock certificate to be issued for such Shares to Recipient; or 2.) electronically transfer the Shares to a brokerage account in the name of Recipient. Issued certificates for Vested Shares shall be delivered directly to the Recipient and shall deliver be free of the legend described in Section 8.3 below. In the event that any certificates are issued with the legend described in Section 8.3, such certificate certificates shall be replaced with certificates without the legend once all vesting requirements have been fulfilled. The Company reserves the right to require Recipient to open a brokerage account at a designated brokerage firm for the express purpose of accepting delivery of Vested Shares. The Company’s obligations under this section are subject to the Employee subject, however, to the EmployeeRecipient’s satisfaction of the requirements of Section 5.1 hereof (5 relating to tax withholdings).
4.4 Subject 4.4. Until the Restricted Shares or any portion thereof become Vested Shares, Recipient acknowledges and agrees that he/she has no right to the terms hereof, the Employee shall have all the receive dividends for any Restricted Shares and has no voting rights of a stockholder with respect to any Restricted Shares, and that the Company is designated as his agent in fact to vote all Restricted Shares while they are held in escrow, including without limitationShares. In the event that a dividend is declared, the Company shall have the exclusive right to receive any dividends declared thereonsuch dividend. If, from time to time during the term of the escrow, there occurs any corporate or other action giving rise to substituted or additional securities by reason of ownership of the Restricted Shares, such substituted or additional securitiessecurities shall be automatically deemed to be Restricted Shares subject to these terms and conditions, with including Schedule A, and if certificated, the legend required by Section 7.3 hereof if applicable, additional shares shall be immediately subject to this escrow and deposited with the Company as Escrow Holder.
Appears in 1 contract
Escrow of Shares. 4.1 All Restricted Shares 5.1. Each Acquired Share granted pursuant to this Agreement shall be held in escrow by the Company, as escrow holder (“Escrow Holder”), together with a stock power executed in blank by the Employee, until the Employee shall have satisfied the requirements of Section 6.1 (relating to tax withholdings) with respect to any taxable income attributable to such Restricted Shares shall Share and either (ai) such Acquired Share shall have been forfeited to the Company at the Employee’s Termination Date in accordance with Section 2.2 hereof 2 (with the remaining Shares issued to the Employee released from these escrow provisions as of the Employee’s Termination Date) or (bii) such Acquired Share shall have become a Vested Shares Share and the Employee shall have satisfied the requirements of Section 5.1 hereof (relating to tax withholdings) with respect to any taxable income attributable to such Restricted SharesNew Equity Financing Date has occurred.
4.2 5.2. Upon the forfeiture of any Restricted Acquired Shares to the Company in accordance with the provisions of Section 2.2 hereof2, the Company shall have the right, as Escrow Holder, to take all steps necessary to accomplish the transfer of such Restricted Shares Share to it, including but not limited to presentment of certificates representing such the Restricted Shares and/or applicable Vested Shares, together with a stock power executed by or in the name of the Employee appropriately completed by the Escrow Holder, to the Company’s transfer agent with irrevocable instructions to register transfer of such Restricted Shares into the name of the Company. The Employee hereby appoints the Company, in its capacity as Escrow Holder, as his irrevocable attorney-in-fact to execute in his name, acknowledge and deliver all stock powers and other instruments as may be necessary or desirable with respect to the Restricted Shares.
4.3 5.3. When any portion of the Restricted Shares have become Vested SharesShares and the New Equity Financing Date has occurred, upon the Employee’s request, request the Company, as Escrow Holder, shall promptly cause a new certificate to be issued for such Vested Shares and shall deliver such certificate to the Employee subject, however, to the Employee’s satisfaction of the requirements of Section 5.1 hereof (relating to tax withholdings).
4.4 5.4. Subject to the terms hereof, the Employee shall have all the rights of a stockholder with respect to all Restricted the Acquired Shares while they are held in escrow, including without limitation, the right to receive any dividends declared thereon. If, from time to time during the term of the escrow, there occurs any corporate or other action giving rise to substituted or additional securities by reason of ownership of Restricted Shares, the Shares such substituted or additional securities, with the legend required by Section 7.3 hereof 8.3 if applicable, shall be immediately subject to this escrow and deposited with the Escrow Holder.
Appears in 1 contract
Escrow of Shares. 4.1 All 4.1. Each Restricted Shares Share granted pursuant to this Agreement shall be held in escrow by the Company, as escrow holder (“Escrow Holder”), together with a stock power executed in blank by the EmployeeGrantee, until such Restricted Shares it shall either (a) have been be forfeited to the Company at the EmployeeGrantee’s Termination Date in accordance with Section 2.2 hereof or (b) have become a Vested Shares Share and the Employee Grantee shall have satisfied the requirements of Section 5.1 hereof (relating to tax withholdings) with respect to any taxable income attributable to such Restricted SharesShare.
4.2 4.2. Upon the forfeiture of any Restricted Shares to the Company in accordance with Section 2.2 hereof2.2, the Company shall have the right, as Escrow Holder, to take all steps necessary to accomplish the transfer of such Restricted Shares Share to it, including but not limited to presentment of certificates representing such the Restricted Shares, together with a stock power executed by or in the name of the Employee Grantee appropriately completed by the Escrow Holder, to the Company’s transfer agent with irrevocable instructions to register transfer of such Restricted Shares into the name of the Company. The Employee Grantee hereby appoints the Company, in its capacity as Escrow Holder, as his or her irrevocable attorney-in-fact to execute in his or her name, acknowledge and deliver all stock powers and other instruments as may be necessary or desirable with respect to the Restricted Shares.
4.3 4.3. When any portion of the Restricted Shares have become Vested Shares, upon the EmployeeGrantee’s request, request the Company, as Escrow Holder, shall promptly cause a new certificate to be issued for such Vested Shares and shall deliver such certificate to the Employee Grantee subject, however, to the EmployeeGrantee’s satisfaction of the requirements of Section 5.1 hereof (relating to tax withholdings).
4.4 4.4. Subject to the terms hereof, the Employee Grantee shall have all the rights of a stockholder with respect to all Restricted the Acquired Shares while they are held in escrow, including without limitation, the right to receive any dividends declared thereon. If, from time to time during the term of the escrow, there occurs any corporate or other action giving rise to substituted or additional securities by reason of ownership of Restricted Shares, the Shares such substituted or additional securities, with the legend required by Section 7.3 hereof if applicable, shall be immediately subject to this escrow and deposited with the Escrow Holder.
Appears in 1 contract
Samples: Restricted Stock Grant Agreement (Concord Communications Inc)
Escrow of Shares. 4.1 4.1. All Restricted Shares granted pursuant to this Agreement shall be held in escrow by the Company, as escrow holder (“Escrow Holder”), together with a stock power executed in blank by the Employee, until such Restricted Shares shall either (a) have been forfeited to the Company at the Employee’s Termination Date in accordance with Section 2.2 hereof or (b) have become Vested Shares and the Employee shall have satisfied the requirements of Section 5.1 hereof (relating to tax withholdings) with respect to any taxable income attributable to such Restricted Shares.
4.2 4.2. Upon the forfeiture of any Restricted Shares to the Company in accordance with Section 2.2 hereof, the Company shall have the right, as Escrow Holder, to take all steps necessary to accomplish the transfer of such Restricted Shares to it, including but not limited to presentment of certificates representing such Restricted Shares, together with a stock power executed by or in the name of the Employee appropriately completed by the Escrow Holder, to the Company’s transfer agent with irrevocable instructions to register transfer of such Restricted Shares into the name of the Company. The Employee hereby appoints the Company, in its capacity as Escrow Holder, as his irrevocable attorney-in-fact to execute in his name, acknowledge and deliver all stock powers and other instruments as may be necessary or desirable with respect to the Restricted Shares.
4.3 4.3. When any portion of the Restricted Shares have become Vested Shares, upon the Employee’s request, the Company, as Escrow Holder, shall promptly cause a new certificate to be issued for such Vested Shares and shall deliver such certificate to the Employee subject, however, to the Employee’s satisfaction of the requirements of Section 5.1 hereof (relating to tax withholdings).
4.4 4.4. Subject to the terms hereof, the Employee shall have all the rights of a stockholder with respect to all Restricted Shares while they are held in escrow, including without limitation, the right to receive any dividends declared thereon. If, from time to time during the term of the escrow, there occurs any corporate or other action giving rise to substituted or additional securities by reason of ownership of Restricted Shares, such substituted or additional securities, with the legend required by Section 7.3 hereof if applicable, shall be immediately subject to this escrow and deposited with the Escrow Holder.
Appears in 1 contract
Escrow of Shares. 4.1 All 4.1. Each Restricted Shares Share granted pursuant to this Agreement shall be held in escrow by the Company, as escrow holder (“Escrow Holder”), together with a stock power executed in blank by the Employee, until such Restricted Shares it shall either (a) have been be forfeited to the Company at the Employee’s Termination Date in accordance with Section 2.2 hereof or (b) have become a Vested Shares Share and the Employee shall have satisfied the requirements of Section 5.1 hereof (relating to tax withholdings) with respect to any taxable income attributable to such Restricted SharesShare.
4.2 4.2. Upon the forfeiture of any Restricted Shares to the Company in accordance with Section 2.2 hereof2.2, the Company shall have the right, as Escrow Holder, to take all steps necessary to accomplish the transfer of such Restricted Shares Share to it, including but not limited to presentment of certificates representing such the Restricted Shares, together with a stock power executed by or in the name of the Employee appropriately completed by the Escrow Holder, to the Company’s transfer agent with irrevocable instructions to register transfer of such Restricted Shares into the name of the Company. The Employee hereby appoints the Company, in its capacity as Escrow Holder, as his or her irrevocable attorney-in-fact to execute in his or her name, acknowledge and deliver all stock powers and other instruments as may be necessary or desirable with respect to the Restricted Shares.
4.3 4.3. When any portion of the Restricted Shares have become Vested Shares, upon the Employee’s request, request the Company, as Escrow Holder, shall promptly cause a new certificate to be issued for such Vested Shares and shall deliver such certificate to the Employee subject, however, to the Employee’s satisfaction of the requirements of Section 5.1 hereof (relating to tax withholdings).
4.4 4.4. Subject to the terms hereof, the Employee shall have all the rights of a stockholder with respect to all Restricted the Acquired Shares while they are held in escrow, including without limitation, the right to receive any dividends declared thereon. If, from time to time during the term of the escrow, there occurs any corporate or other action giving rise to substituted or additional securities by reason of ownership of Restricted Shares, the Shares such substituted or additional securities, with the legend required by Section 7.3 hereof if applicable, shall be immediately subject to this escrow and deposited with the Escrow Holder.
Appears in 1 contract
Samples: Restricted Stock Grant Agreement (Access Pharmaceuticals Inc)
Escrow of Shares. 4.1 All 4.1. Each Restricted Shares Share granted pursuant to this Agreement shall be held in escrow by the Company, as escrow holder (“"Escrow Holder”"), together with a stock power executed in blank by the EmployeeGrantee, until such Restricted Shares it shall either (a) have been be forfeited to the Company at the Employee’s Grantee's Termination Date in accordance with Section 2.2 hereof or (b) have become a Vested Shares Share and the Employee Grantee shall have satisfied the requirements of Section 5.1 hereof (relating to tax withholdings) with respect to any taxable income attributable to such Restricted SharesShare.
4.2 4.2. Upon the forfeiture of any Restricted Shares to the Company in accordance with Section 2.2 hereof2.2, the Company shall have the right, as Escrow Holder, to take all steps necessary to accomplish the transfer of such Restricted Shares Share to it, including but not limited to presentment of certificates representing such the Restricted Shares, together with a stock power executed by or in the name of the Employee Grantee appropriately completed by the Escrow Holder, to the Company’s 's transfer agent with irrevocable instructions to register transfer of such Restricted Shares into the name of the Company. The Employee Grantee hereby appoints the Company, in its capacity as Escrow Holder, as his or her irrevocable attorney-in-fact to execute in his or her name, acknowledge and deliver all stock powers and other instruments as may be necessary or desirable with respect to the Restricted Shares.
4.3 4.3. When any portion of the Restricted Shares have become Vested Shares, upon the Employee’s request, Grantee's request the Company, as Escrow Holder, shall promptly cause a new certificate to be issued for such Vested Shares and shall deliver such certificate to the Employee Grantee subject, however, to the Employee’s Grantee's satisfaction of the requirements of Section 5.1 hereof (relating to tax withholdings).
4.4 4.4. Subject to the terms hereof, the Employee Grantee shall have all the rights of a stockholder with respect to all Restricted the Acquired Shares while they are held in escrow, including without limitation, the right to receive any dividends declared thereon. If, from time to time during the term of the escrow, there occurs any corporate or other action giving rise to substituted or additional securities by reason of ownership of Restricted Shares, the Shares such substituted or additional securities, with the legend required by Section 7.3 hereof if applicable, shall be immediately subject to this escrow and deposited with the Escrow Holder.
Appears in 1 contract
Samples: Restricted Stock Grant Agreement (Concord Communications Inc)