Common use of Evidence of Issuance Clause in Contracts

Evidence of Issuance. The issuance of the Stock under the grant of Restricted Stock evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry, registration or issuance of one or more Stock certificates, with any unvested Restricted Stock bearing the appropriate restrictions imposed by this Agreement. As your interest in the Restricted Stock vests, the recordation of the number of shares of Restricted Stock attributable to you will be appropriately modified if necessary. In so far as any share certificates are issued for unvested Restricted Stock, such certificates shall be held in escrow and shall contain an appropriate legend. If the Company utilizes book-entry form, appropriate restrictions will be noted in the Company records. Forfeiture of Unvested Restricted Stock Unless the termination of your Service triggers accelerated vesting of your Restricted Stock pursuant to the terms of this Agreement, the Plan, or any other written agreement between the Company (or any Affiliate) and you, you will automatically forfeit to the Company all of the unvested shares of Restricted Stock in the event your Service terminates for any reason. Forfeiture of Rights If you should take actions in violation or breach of or in conflict with any non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation with respect to the Company or any Affiliate thereof, then the Company has the right to cause an immediate forfeiture of your rights to the Restricted Stock awarded under this Agreement, and the Restricted Stock shall immediately expire. In such circumstances, if you have vested in Shares of Restricted Stock awarded under this Agreement during the two year period prior to your actions, you will owe the Company a cash payment (or forfeiture of

Evidence of Issuance. The issuance of the Stock under the grant of Restricted Stock evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry, registration or issuance of one or more Stock certificates, with any unvested Restricted Stock bearing the appropriate restrictions imposed by this Agreement. As your interest in the Restricted Stock vests, the recordation of the number of shares of Restricted Stock attributable to you will be appropriately modified if necessary. In so far as any share certificates are issued for unvested Restricted Stock, such certificates shall be held in escrow and shall contain an appropriate legend. If the Company utilizes book-entry form, appropriate restrictions will be noted in the Company records. Forfeiture of Unvested Restricted Stock Unless the termination of your Service triggers accelerated vesting of your Restricted Stock pursuant to the terms of this Agreement, the Plan, or any other written agreement between the Company (or any Affiliate) and you, you will automatically forfeit to the Company all of the unvested shares of Restricted Stock in the event your Service terminates for any reason. Forfeiture of Rights If you should take actions in violation or breach of or in conflict with any non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation with respect to the Company or any Affiliate thereof, then the Company has the right to cause an immediate forfeiture of your rights to the Restricted Stock awarded under this Agreement, and the Restricted Stock shall immediately expire. In such circumstances, if you have vested in Shares of Restricted Stock awarded under this Agreement during the two year period prior to your actions, you will owe the Company a cash payment (or forfeiture ofof shares) in an amount determined as follows: (1) for any such Shares that you have sold prior to receiving notice from the Company, the amount will be the proceeds received from the sale(s), and (2) for any such Shares that you still own, the amount will be the number of such Shares owned times the Fair Market Value of the Shares on the date you receive notice from the Company (provided, that the Company may require you to satisfy your payment obligations hereunder either by forfeiting and returning to the Company the Shares or any other shares or making a cash payment or a combination of these methods as determined by the Company in its sole discretion). Leaves of Absence For purposes of this Agreement, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. The Company determines, in its sole discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan.

Evidence of Issuance. The issuance of the Stock under the grant shares upon exercise of Restricted Stock evidenced by this Agreement Option shall be evidenced in such a manner as the Company, in its discretion, will deem deems appropriate, including, without limitation, book-entry, entry or direct registration or the issuance of one or more Stock certificates. Withholding You agree as a condition of this Option that you shall, not later than the date as of which the exercise of this Option becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Company for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to cause the minimum required tax withholding obligation to be satisfied, in whole or in part, by withholding from shares of Stock to be issued to you a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due. Retention Rights This Agreement does not give you the right to be retained or employed by the Company (or any unvested Restricted of its Affiliates) in any capacity. The Company and any Affiliates reserve the right to terminate your Service at any time and for any reason. Stockholder Rights You, or your estate or heirs, do not have any of the rights of a stockholder with respect to the shares of Stock bearing underlying the Option unless and until the shares of Stock underlying the Option have been issued upon exercise of your Option and either a certificate evidencing your Stock has been issued or an appropriate restrictions imposed by this Agreemententry has been made on the Company’s books. As your interest Except as described in the Restricted Stock vestsPlan, no adjustments are made for dividends, distributions, or other rights if the recordation applicable record date occurs before your stock certificate is issued (or an appropriate book entry is made). Adjustments In the event of a stock split, a stock dividend, or a similar change in the Company Stock, the number of shares of Restricted Stock attributable covered by this Option shall be adjusted pursuant to the Plan. Your Option shall be subject to the terms of the agreement of merger, liquidation, or reorganization in the event the Company is subject to such corporate activity in accordance with the terms of the Plan. Clawback This Option is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to any Company “clawback” or recoupment policy or Applicable Law that requires the repayment by you to the Company of compensation paid by the Company to you will be appropriately modified if necessary. In so far as any share certificates are issued for unvested Restricted Stockin the event that you fail to comply with, or violate, the terms or requirements of such certificates shall be held in escrow and shall contain an appropriate legendpolicy or Applicable Law. If the Company utilizes book-entry formis required to prepare an accounting restatement due to the material noncompliance of the Company, appropriate restrictions as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct, or were grossly negligent in failing to prevent the misconduct, you shall reimburse the Company the amount of any payment in settlement of this Option earned or accrued during the twelve (12)-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance. Applicable Law This Agreement will be noted interpreted and enforced under the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan The text of the Plan is incorporated into this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company recordsregarding this Option. Forfeiture Any prior agreements, commitments, or negotiations concerning this Option are superseded; except that any written consulting, confidentiality, non-competition, non-solicitation, and/or severance agreement between you and the Company or an Affiliate, as applicable, shall supersede this Agreement with respect to its subject matter. Data Privacy In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as your contact information, payroll information, and any other information that might be deemed appropriate by the Company to facilitate the administration of Unvested Restricted Stock Unless the termination of your Service triggers accelerated vesting of your Restricted Stock pursuant Plan. By accepting the Option, you give explicit consent to the terms Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, with respect to non-U.S. resident Grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan. Electronic Delivery By accepting the Option, you consent to receive documents related to the Option by electronic delivery and, if requested, agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. Your consent shall remain in effect throughout your term of Service and thereafter until you withdraw such consent in writing to the Company. Code Section 409A The grant of the Option is intended to be exempt from or, to the extent subject thereto, to comply with Code Section 409A (“Section 409A”), and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Section 409A. Notwithstanding anything to the contrary in the Plan or this Agreement, neither the PlanCompany, its Affiliates, the Board, nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Section 409A, and neither the Company, its Affiliates, the Board, nor the Committee will have any other written agreement between the Company (liability to you for such tax or any Affiliate) and youpenalty. By electronically accepting this Agreement, you will automatically forfeit agree to the Company all of the unvested shares of Restricted Stock terms and conditions described above and in the event your Service terminates for any reason. Forfeiture of Rights If you should take actions in violation or breach of or in conflict with any non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation with respect to the Company or any Affiliate thereof, then the Company has the right to cause an immediate forfeiture of your rights to the Restricted Stock awarded under this Agreement, and the Restricted Stock shall immediately expire. In such circumstances, if you have vested in Shares of Restricted Stock awarded under this Agreement during the two year period prior to your actions, you will owe the Company a cash payment (or forfeiture ofPlan.

Evidence of Issuance. The issuance of the Stock under the grant of Restricted Stock evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry, registration or issuance of one or more Stock certificates, with any unvested Restricted Stock bearing the appropriate restrictions imposed by this Agreement. As your interest in the Restricted Stock vests, the recordation of the number of shares of Restricted Stock attributable to you will be appropriately modified if necessary. In so far as any share certificates are issued for unvested Restricted Stock, such certificates shall be held in escrow and shall contain an appropriate legend. If the Company utilizes book-entry form, appropriate restrictions will be noted in the Company records. Forfeiture of Unvested Restricted Stock Unless the termination of your Service triggers accelerated vesting of your Restricted Stock pursuant to the terms of this Agreement, the Plan, or any other written agreement between the Company (or any Affiliate) and you, you will automatically forfeit to the Company all of the unvested shares of Restricted Stock in the event your Service terminates for any reason. Forfeiture of Rights If you should take actions in material violation or breach of or in conflict with any non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation with respect to the Company or any Affiliate thereof, then the Company has the right to cause an immediate forfeiture of your rights to the all or a portion of any Restricted Stock awarded under this Agreement, and the any such forfeited Restricted Stock shall immediately expire; provided, however that the value of the forfeited Restricted Stock shall not exceed [120%] of the Company’s good faith determination of the maximum amount of its and its affilliates’ aggregate potential or actual damages arising out of such violation or breach. In such circumstancesaddition, if you have vested in Shares of Restricted Stock awarded under this Agreement during the two year period prior to your actions, you will owe the Company a cash payment (or forfeiture of shares) in an amount determined as follows: (1) for any Shares that you have sold prior to receiving notice from the Company, the amount will be the proceeds received from the sale(s), and (2) for any Shares that you still own, the amount will be the number of Shares owned times the Fair Market Value of the Shares on the date you receive notice from the Company (provided, that the Company may require you to satisfy your payment obligations hereunder either by forfeiting and returning to the Company the Shares or any other shares or making a cash payment or a combination of these methods as determined by the Company in its sole discretion); provided, however, that the value of the cash payment required by the foregoing shall not exceed [120% of] the Company’s good faith determination of the maximum amount of its and its affiliates’ aggregate potential or actual damages arising out of your violation or breach. The foregoing forfeiture and payment obligations shall not apply after the occurrence of a [Change in Control/Corporate Transaction]. The foregoing forfeiture and payment obligations are not intended, and shall not be construed, to be a limitation on the Company’s right to otherwise seek in full the recovery from you of any and all damages arising out of your actions under all applicable agreements, laws or otherwise. Leaves of Absence For purposes of this Agreement, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. The Company determines, in its sole discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan.

Evidence of Issuance. The issuance of the shares of Stock under the grant Grant of Restricted Stock evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, will deem deems appropriate, including, without limitation, book-entry, registration direct registration, or issuance of one or more Stock share certificates, with any unvested Restricted Stock bearing the appropriate restrictions imposed by this Agreement. As your interest in the Restricted Stock vests, the recordation of the number of shares of Restricted Stock attributable to you will be appropriately modified if necessary. In so far as any share certificates are issued for unvested Restricted Stock, such certificates Delivery Delivery of the shares of Stock represented by your vested RSUs shall be held in escrow and shall contain an appropriate legend. If made as soon as practicable after the Company utilizes book-entry form, appropriate restrictions will be noted in the Company recordsGrant Date. Forfeiture of Unvested Restricted Stock Unless the termination of your Service triggers accelerated vesting of your Restricted Stock pursuant to the terms of this Agreement, Agreement or the Plan, or any other written agreement between the Company (or any Affiliate) and you, you will automatically forfeit to the Company all of the unvested shares of Restricted Stock in the event you are no longer providing Service. Leave of Absence For purposes of this Agreement, your Service does not terminate when you go on a bona fide leave of absence that was approved by your employer in writing if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by Applicable Laws. Your Service terminates in any event when the approved leave ends, unless you immediately return to active employee work. Your employer may determine, in its discretion, which leaves count for this purpose, and when your Service terminates for any reasonall purposes under the Plan in accordance with the provisions of the Plan. Notwithstanding the foregoing, the Committee may determine, in its discretion, that a leave counts for this purpose even if your employer does not agree. Forfeiture of Rights If You understand and agree that if the Company, acting through the Committee, determines that you should take actions engaged in violation or breach of or in conflict with any non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation with respect Conduct Detrimental to the Company during your Service or any Affiliate thereof, then during the Company has twelve (12)-month period following the right to cause an immediate forfeiture termination of your rights to the Restricted Stock awarded under this AgreementService, and the (i) your unvested shares of Restricted Stock shall immediately and automatically expire. In such circumstances, ; and (ii) if you have vested in Shares of any Restricted Stock awarded under this Agreement during the two year twelve (12)-month period prior to your actions, you will owe the Company a cash payment (or forfeiture ofof shares of Stock) in an amount determined as follows: (a) for any shares of Stock that you have sold prior to receiving notice of the foregoing determination from the Company, the amount will be the proceeds received from any and all sales of those shares of Stock, and (b) for any shares of Stock that you still own, the amount will be the number of shares of Stock owned times the Fair Market Value of the shares of Stock on the date you receive such notice from the Company (provided, that the Company may require you to satisfy your payment obligations hereunder either by forfeiting and returning to the Company the shares or any other shares of Stock or making a cash payment or a combination of these methods as determined by the Company in its sole discretion). You understand and agree that the forfeiture and/or repayment under this Agreement is separate from and does not preclude the Company from seeking relief based on your conduct that constitutes Conduct Detrimental to the Company.

Evidence of Issuance. The issuance of the Stock under the grant of Restricted Stock evidenced by this Agreement shall be evidenced in such a manner as the CompanyCorporation, in its discretion, will deem deems appropriate, including, without limitation, book-entry, direct registration or issuance of one or more Stock certificatesshare certificates (which may be held in escrow at the option of the Corporation until vested), with any unvested shares of Restricted Stock bearing the appropriate restrictions imposed by this Agreement. As your interest in the Restricted Stock vests, the recordation of the number of shares of Restricted Stock attributable to you will be appropriately modified if necessary. In so far Death or Disability If your Service terminates because of your death, then your shares of Restricted Stock will immediately become fully vested. If your Service terminates because of your Disability, then your shares of Restricted Stock will immediately become fully vested. Escrow If the Restricted Stock is certificated, the certificates for the Restricted Stock shall be deposited in escrow with the Secretary of the Corporation to be held in accordance with the provisions of this paragraph. Each deposited certificate shall be accompanied by a duly executed Assignment Separate from Certificate in the form attached hereto as any share Exhibit A. The deposited certificates shall remain in escrow until such time or times as the certificates are to be released or otherwise surrendered for cancellation as discussed below. Upon delivery of the certificates to the Corporation, you shall be issued for unvested Restricted an instrument of deposit acknowledging the number of shares of Stock delivered in escrow to the Secretary of the Corporation. All regular cash dividends on the Stock (or other securities at the time held in escrow) shall be paid directly to you and shall not be held in escrow. However, in the event of any stock dividend, stock split, recapitalization or other change affecting the Corporation's outstanding common stock as a class effected without receipt of consideration or in the event of a stock split, a stock dividend or a similar change in the Corporation Stock, any new, substituted or additional securities or other property which is by reason of such certificates transaction distributed with respect to the Stock shall be immediately delivered to the Secretary of the Corporation to be held in escrow hereunder, but only to the extent the Stock is at the time subject to the escrow requirements hereof. The release of any vested shares (or other vested assets and securities) from escrow shall contain an appropriate legendbe effected within thirty (30) days following the date on which such shares first become vested. The shares of Stock held in escrow hereunder shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Corporation for cancellation: If the Company utilizes book-entry form, appropriate restrictions will be noted your interest in the Company records. Forfeiture of Unvested Restricted Stock Unless the termination of your Service triggers accelerated vesting of your Restricted Stock pursuant to the terms of this Agreementshares vests as described above, the Plancertificates for such vested shares shall be released from escrow and delivered to you, or at your request, in accordance with the following schedule: The release of any other written agreement between the Company vested shares (or any Affiliateother vested assets and securities) and you, you will automatically forfeit to from escrow shall be effected within thirty (30) days following the Company all of the unvested date on which such shares of Restricted Stock in the event your Service terminates for any reason. Forfeiture of Rights If you should take actions in violation or breach of or in conflict with any non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation with respect to the Company or any Affiliate thereof, then the Company has the right to cause an immediate forfeiture of your rights to the Restricted Stock awarded under this Agreement, and the Restricted Stock shall immediately expire. In such circumstances, if you have vested in Shares of Restricted Stock awarded under this Agreement during the two year period prior to your actions, you will owe the Company a cash payment (or forfeiture offirst become vested.

Evidence of Issuance. The issuance of the Stock under shares upon the grant vesting of the Restricted Stock evidenced by this Agreement Units shall be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry, registration or issuance of one or more Stock share certificates. Withholding Taxes You agree, with as a condition of this grant, that you will make acceptable arrangements to pay any unvested withholding or other taxes that may be due as a result of vesting in Restricted Stock bearing Units or your acquisition of Stock under this grant. In the appropriate restrictions imposed by event that the Company determines that any withholding payment is required relating to this Agreement. As your interest in grant under applicable laws, the Company will have the right to: (i) require that you arrange such payments to the Company, or (ii) cause an immediate forfeiture of shares of Stock subject to the Restricted Stock vestsUnits granted pursuant to this Agreement in an amount equal to the withholding or other taxes due. Retention Rights Neither your Restricted Stock Units nor this Agreement gives you the right to be retained or employed by the Company (or any Subsidiary or Affiliate) in any capacity. Subject to the Employment Agreement, the recordation Company (and any parent, Subsidiary or Affiliate) reserve the right to terminate your Service at any time and for any reason. Shareholder Rights You do not have any of the rights of a shareholder with respect to the Restricted Stock Units unless and until the Stock relating to the Restricted Stock Units has been transferred to you. In the event of a cash dividend on outstanding Stock, you will be entitled to receive a cash payment for each Restricted Stock Unit. The Company may in its sole discretion require that dividends will be reinvested in additional stock units at fair market value of the Stock on the dividend payment date, subject to vesting and delivered at the same time as the Restricted Stock Unit. Adjustments In the event of a stock split, a stock dividend or a similar change in the Stock, the number of shares of Restricted Stock attributable to you Units covered by this grant will be appropriately modified if necessaryadjusted proportionately (and rounded down to the nearest whole number). In so far as any share certificates are issued for unvested Your Restricted Stock, such certificates Stock Units shall be held in escrow and shall contain an appropriate legend. If the Company utilizes book-entry form, appropriate restrictions will be noted in the Company records. Forfeiture of Unvested Restricted Stock Unless the termination of your Service triggers accelerated vesting of your Restricted Stock pursuant subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Applicable Law This Agreement will be interpreted and enforced under the laws of the state of Colorado, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Agreement This Agreement and the associated cover sheet constitute the entire understanding between you and the Company regarding this grant. Any agreements, commitments or negotiations concerning this grant are superseded; except that any written employment [(including the Employment Agreement)], the Planconsulting, or any other written confidentiality, non-competition and/or severance agreement between you and the Company (or any Affiliate) ), whether entered into before or after this Agreement’s effective date, shall supersede this Agreement with respect to its subject matter, provided that no such superseding shall result in a failure to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). Data Privacy The Company may process personal data about you. Such data includes, but is not limited to the information provided in this Agreement and youany changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Agreement. By accepting these Restricted Stock Units, you will automatically forfeit give explicit consent to the Company all of to process any such personal data. Code Section 409A It is intended that this award comply with Section 409A or an exemption to Section 409A. To the unvested shares of Restricted Stock in extent that the event your Service terminates for any reason. Forfeiture of Rights If Company determines that you should take actions in violation or breach of or in conflict with any would be subject to the additional 20% tax imposed on certain non-competition agreement, qualified deferred compensation plans pursuant to Section 409A as a result of any agreement prohibiting solicitation provision of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation with respect to the Company or any Affiliate thereof, then the Company has the right to cause an immediate forfeiture of your rights to the Restricted Stock awarded under this Agreement, and such provision shall be deemed amended to the Restricted Stock minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall immediately expirebe determined by the Company. In such circumstancesFor purposes of this award, if you have vested in Shares a termination of Restricted Stock awarded under this Agreement during Service only occurs upon an event that would be a Separation from Service within the two year period prior to your actions, you will owe the Company a cash payment (or forfeiture ofmeaning of Section 409A.

Evidence of Issuance. The issuance of the Common Stock under with respect to the grant of Restricted Stock evidenced by this Agreement shall Units will be evidenced in such a manner as the Company, in its discretion, will deem deems appropriate, including, without limitation, book-entry, registration or registration, issuance of one or more Stock stock certificates, with any unvested Restricted Stock bearing or uncertificated electronic shares. Retention Rights This Agreement and the appropriate restrictions imposed by this Agreement. As your interest in grant of the Restricted Stock vestsUnits do not give you the right to be retained by the Company or any Affiliate in any capacity. Unless otherwise specified in any employment or other written agreement between you and the Company or any Affiliate, the recordation Company and any Affiliate reserve the right to terminate your Service at any time and for any reason. Stockholder Rights You have no voting or other rights as a stockholder of the number of shares of Company with respect to the Restricted Stock attributable Units except as otherwise explicitly provided herein unless and until the Common Stock relating to you will be appropriately modified if necessary. In so far as any share certificates are the Restricted Stock Units have been issued for unvested Restricted Stock, such certificates shall be held in escrow and shall contain either a certificate evidencing the Common Stock has been issued or an appropriate legendentry has been made on the Company’s books, including any uncertificated electronic shares. If Any stock dividends declared with respect to the Company utilizes book-entry form, appropriate restrictions will be noted in the Company records. Forfeiture of Unvested Restricted Common Stock Unless the termination of your Service triggers accelerated vesting issuable upon settlement of your Restricted Stock pursuant Units will be subject to the same restrictions on vesting and issuance as such Restricted Stock Units. Notwithstanding the foregoing, if the Company declares a cash dividend on the Company’s outstanding Common Stock, unless otherwise determined by the Company, you shall receive an amount of cash equal to the number of unvested Restricted Stock Units you hold under this Agreement as of the dividend record date, multiplied by the amount of the cash dividend per Common Stock, as soon as administratively practical following the declaration of such cash dividend, but in no event later than thirty (30) days after such cash dividend is declared. The Restricted Stock Units will be subject to the terms of any applicable agreement of merger, liquidation, or reorganization in the event that the Company is subject to such corporate activity. Clawback The Restricted Stock Units are subject to mandatory repayment by you to the Company to the extent you are, or in the future become, subject to (i) any Company “clawback” or recoupment policy that is adopted to comply with the requirements of any applicable law, rule, or regulation, or (ii) any law, rule, or regulation which imposes mandatory recoupment, under the circumstances set forth in any such law, rule, or regulation. Furthermore, the Restricted Stock Units are subject to mandatory repayment by you to the Company if, as of the Grant Date, the Company has in place a “clawback” or recoupment policy that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy. Applicable Law The validity and construction of this Agreement will be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive laws of any other jurisdiction. The Plan The text of the Plan is incorporated into this Agreement. This Agreement and the Plan constitute the entire understanding between you and the Company regarding the Restricted Stock Units. Any prior agreements, commitments, or negotiations concerning the PlanRestricted Stock Units are hereby superseded; except that any written employment, consulting, confidentiality, non-competition, non-solicitation, and/or severance agreement or any other written agreement between the Company (or any Affiliate) you and you, you will automatically forfeit to the Company all of the unvested shares of Restricted Stock in the event your Service terminates for any reason. Forfeiture of Rights If you should take actions in violation or breach of or in conflict with any non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation Affiliate, as applicable, will govern and supersede this Agreement with respect to its subject matter. Data Privacy To administer the Plan, the Company or may process personal data about you. This data includes, without limitation, information provided in this Agreement and any Affiliate thereofchanges to such information, then other appropriate personal and financial data about you, including your contact information, payroll information, and any other information that the Company has deems appropriate to facilitate the right to cause an immediate forfeiture administration of your rights the Plan. By accepting this grant, you give explicit consent to the Restricted Stock awarded under this Agreement, and the Restricted Stock shall immediately expire. In Company to process any such circumstances, if you have vested in Shares of Restricted Stock awarded under this Agreement during the two year period prior to your actions, you will owe the Company a cash payment (or forfeiture ofpersonal data.

Evidence of Issuance. The issuance of the Stock under the grant Shares upon exercise of Restricted Stock evidenced by this Agreement Option shall be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry, direct registration or issuance of one or more Stock Shares certificates. Withholding Taxes You agree as a condition of this grant that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Option exercise or sale of Shares acquired under this Option. In the event that the Company or any Affiliate determines that any federal, with state, local or foreign tax or withholding payment is required relating to the exercise of this Option or sale of Shares arising from this Option, the Company or any unvested Restricted Stock bearing Affiliate shall have the appropriate restrictions imposed by right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate (including withholding the delivery of vested Shares otherwise deliverable under this Agreement). As Retention Rights This Agreement and the grant evidenced hereby do not give you the right to be retained by the Company or any Affiliate in any capacity. Unless otherwise specified in an employment or other written agreement between the Company or any Affiliate and you, the Company or any Affiliate reserves the right to terminate your interest Service at any time and for any reason. Shareholder Rights You, or your estate or heirs, have no rights as a shareholder of the Company until the Shares has been issued upon exercise of your Option and either a certificate evidencing your Shares has been issued or an appropriate entry has been made on the Company’s books. No adjustments are made for dividends, distributions or other rights if the applicable record date occurs before your certificate is issued (or an appropriate book entry is made), except as described in the Restricted Stock vestsPlan. Your Option shall be subject to the terms of any applicable agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Clawback This Award is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to any Company “clawback” or recoupment policy that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the recordation terms or requirements of the number of shares of Restricted Stock attributable to you will be appropriately modified if necessary. In so far as any share certificates are issued for unvested Restricted Stock, such certificates shall be held in escrow and shall contain an appropriate legendpolicy. If the Company utilizes book-entry formis required to prepare an accounting restatement due to the material noncompliance of the Company, appropriate restrictions will be noted as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or were grossly negligent in failing to prevent the misconduct, you shall reimburse the Company recordsthe amount of any payment in settlement of this Award earned or accrued during the 12-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance. Forfeiture [Notwithstanding any other provision of Unvested Restricted Stock Unless the termination Plan or any provision of your Service triggers accelerated vesting this Agreement, if the Company is required to prepare an accounting restatement, then you shall forfeit any cash or Shares received in connection with this Award (or an amount equal to the fair market value of your Restricted Stock such Shares on the date of delivery if you no longer hold the Shares) if pursuant to the terms of this Agreement, the amount of the Award earned or the vesting in the Award was explicitly based on the achievement of pre-established performance goals set forth in this Agreement (including earnings, gains, or other criteria) that are later determined, as a result of the accounting restatement, not to have been achieved.] [Include if any performance goals are included in award] Applicable Law This Agreement will be interpreted and enforced under the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this grant are superseded; except that any other written employment, consulting, confidentiality, non-competition, non-solicitation and/or severance agreement between the Company (or any Affiliate) you and you, you will automatically forfeit to the Company all of the unvested shares of Restricted Stock in the event your Service terminates for any reason. Forfeiture of Rights If you should take actions in violation or breach of or in conflict with any non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation shall supersede this Agreement with respect to its subject matter. Data Privacy In order to administer the Plan, the Company or may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any Affiliate thereofchanges thereto, then other appropriate personal and financial data about you such as your contact information, payroll information and any other information that might be deemed appropriate by the Company has to facilitate the right to cause an immediate forfeiture administration of your rights the Plan. By accepting this grant, you give explicit consent to the Restricted Stock awarded under Company to process any such personal data. Code Section 409A It is intended that this Award comply with Code Section 409A or an exemption to Code Section 409A. To the extent that the Company determines that you would be subject to the additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to Code Section 409A as a result of any provision of this Agreement, and such provision shall be deemed amended to the Restricted Stock minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall immediately expirebe determined by the Company. In such circumstancesFor purposes of this Award, if you have vested in Shares a termination of Restricted Stock awarded under Service only occurs upon an event that would be a Separation from Service within the meaning of Code Section 409A. By signing this Agreement during the two year period prior to your actionsAgreement, you will owe agree to all of the Company a cash payment (or forfeiture ofterms and conditions described above and in the Plan.