Common use of Evidence of Issuance Clause in Contracts

Evidence of Issuance. The issuance of the Common Stock with respect to the Restricted Stock Units will be evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, book-entry, registration, issuance of one or more stock certificates, or uncertificated electronic shares. Retention Rights This Agreement and the grant of the Restricted Stock Units 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 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 Company with respect to the Restricted Stock Units except as otherwise explicitly provided herein unless and until the Common Stock relating to the Restricted Stock Units have been issued and either a certificate evidencing the Common Stock has been issued or an appropriate entry has been made on the Company’s books, including any uncertificated electronic shares. Any stock dividends declared with respect to the Common Stock issuable upon settlement of your Restricted Stock 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 Restricted 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 you and the Company or any Affiliate, as applicable, will govern and supersede this Agreement with respect to its subject matter. Data Privacy To administer the Plan, the Company may process personal data about you. This data includes, without limitation, information provided in this Agreement and any changes to such information, other appropriate personal and financial data about you, including your contact information, payroll information, and any other information that the Company deems appropriate to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any such personal data.

Evidence of Issuance. The issuance of the Common shares of Stock with respect to under the Grant of Restricted Stock Units will evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, book-entry, direct registration, or issuance of one or more stock share certificates, or uncertificated electronic shareswith any unvested Restricted Stock bearing the appropriate restrictions imposed by this Agreement. Retention Rights This Agreement and the grant of As your interest in the Restricted Stock Units 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 Affiliatevests, the Company and any Affiliate reserve recordation of the right number of shares of Restricted Stock attributable to terminate you will be appropriately modified if necessary. Delivery Delivery of the shares of Stock represented by your vested RSUs shall be made as soon as practicable after the Grant Date. Forfeiture of Unvested Restricted Stock Unless the termination of your Service at any time and for any reason. Stockholder Rights You have no voting or other rights as a stockholder of the Company with respect to the Restricted Stock Units except as otherwise explicitly provided herein unless and until the Common Stock relating to the Restricted Stock Units have been issued and either a certificate evidencing the Common Stock has been issued or an appropriate entry has been made on the Company’s books, including any uncertificated electronic shares. Any stock dividends declared with respect to the Common Stock issuable upon settlement triggers accelerated vesting of your Restricted Stock Units will be subject pursuant to the same restrictions on vesting and issuance as such terms of this Agreement or the Plan, you will automatically forfeit to the Company all of the unvested Restricted Stock Unitsin 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 all 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 You understand and agree that if the Company, acting through the Committee, determines that you engaged in Conduct Detrimental to the Company declares during your Service or during the twelve (12)-month period following the termination of your Service, (i) your unvested shares of Restricted Stock shall immediately and automatically expire; and (ii) if you have vested in any Restricted Stock during the twelve (12)-month period prior to your actions, you will owe the Company a cash dividend payment (or forfeiture of 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 Company’s outstanding Common Stockdate you receive such notice from the Company (provided, unless otherwise 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, you shall receive an amount of cash equal to Company in its sole discretion). You understand and agree that the number of unvested Restricted Stock Units you hold forfeiture and/or repayment under this Agreement as of is separate from and does not preclude 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 Company from seeking relief based on your conduct that constitutes Conduct Detrimental 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 Restricted 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 you and the Company or any Affiliate, as applicable, will govern and supersede this Agreement with respect to its subject matter. Data Privacy To administer the Plan, the Company may process personal data about you. This data includes, without limitation, information provided in this Agreement and any changes to such information, other appropriate personal and financial data about you, including your contact information, payroll information, and any other information that the Company deems appropriate to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any such personal dataCompany.

Evidence of Issuance. The issuance of the Common Stock with respect to under the grant of Restricted Stock Units will evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, deems will deem appropriate, including, without limitation, book-entry, registration, registration or issuance of one or more stock Stock certificates, or uncertificated electronic shareswith any unvested Restricted Stock bearing the appropriate restrictions imposed by this Agreement. Retention Rights This Agreement and the grant of As your interest in the Restricted Stock Units do not give vests, the recordation of the number of shares of Restricted Stock attributable to you the right to will be retained by 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 or any Affiliate utilizes book-entry form, appropriate restrictions will be noted in any capacity. Unless otherwise specified in any employment or other written agreement between you and the Company or any Affiliate, records. Forfeiture of Unvested Restricted Stock Unless the Company and any Affiliate reserve the right to terminate termination of your Service at any time and for any reason. Stockholder Rights You have no voting or other rights as a stockholder of the Company with respect to the Restricted Stock Units except as otherwise explicitly provided herein unless and until the Common Stock relating to the Restricted Stock Units have been issued and either a certificate evidencing the Common Stock has been issued or an appropriate entry has been made on the Company’s books, including any uncertificated electronic shares. Any stock dividends declared with respect to the Common Stock issuable upon settlement triggers accelerated vesting of your Restricted Stock 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 pursuant 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. Furthermorethis Agreement, the Restricted Stock Units are subject to mandatory repayment by you to the Company ifPlan, 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 Restricted 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) and you, you and 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, as applicable, will govern and supersede this Agreement Affiliate thereof or any confidentiality obligation with respect to its subject matter. Data Privacy To administer the Plan, the Company may process personal data about youor 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. This data includesIn such circumstances, without limitation, information provided if you have vested in Shares of Restricted Stock awarded under this Agreement and any changes during the two year period prior to such informationyour actions, other appropriate personal and financial data about you, including your contact information, payroll information, and any other information that you will owe the Company deems appropriate to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any such personal data.a cash payment (or forfeiture of

Evidence of Issuance. The issuance of the Common Stock with respect to under the grant of Restricted Stock Units will evidenced by this Agreement shall be evidenced in such a manner as the CompanyCorporation, in its discretion, deems appropriate, including, without limitation, book-entry, registration, 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), or uncertificated electronic shareswith any unvested shares of Restricted Stock bearing the appropriate restrictions imposed by this Agreement. Retention Rights This Agreement and the grant of As your interest in the Restricted Stock Units do not give vests, the recordation of the number of shares of Restricted Stock attributable to you will be appropriately modified if necessary. 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 right Restricted Stock is certificated, the certificates for the Restricted Stock shall be deposited in escrow with the Secretary of the Corporation to be retained 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 Company form attached hereto as Exhibit A. The deposited certificates shall remain in escrow until such time or any Affiliate 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 an instrument of deposit acknowledging the number of shares of Stock delivered in any capacityescrow to the Secretary of the Corporation. Unless otherwise specified in any employment All regular cash dividends on the Stock (or other written agreement between securities at the time held in escrow) shall be paid directly to you and shall not be held in escrow. However, in the Company or event of any Affiliatestock dividend, the Company and any Affiliate reserve the right to terminate your Service at any time and for any reason. Stockholder Rights You have no voting stock split, recapitalization or other rights change affecting the Corporation's outstanding common stock as a stockholder class effected without receipt of consideration or in the Company 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 transaction distributed with respect to the Restricted Stock Units except as otherwise explicitly provided herein unless and until the Common Stock relating shall be immediately delivered to the Restricted Stock Units have been issued and either a certificate evidencing Secretary of the Common Stock has been issued or an appropriate entry has been made on the Company’s booksCorporation to be held in escrow hereunder, including any uncertificated electronic shares. Any stock dividends declared with respect but only to the Common extent the Stock issuable upon settlement of your Restricted Stock Units will be is at the time subject to the same restrictions on vesting escrow requirements hereof. The release of any vested shares (or other vested assets 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 securities) from escrow 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 be effected within thirty (30) days after following the date on which such cash dividend is declaredshares first become vested. The Restricted shares of Stock Units will 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 your interest in the shares vests as described above, the certificates for such vested shares shall be released from escrow and delivered to you, at your request, in accordance with the following schedule: The release of any applicable agreement of merger, liquidation, vested shares (or reorganization in other vested assets and securities) from escrow shall be effected within thirty (30) days following the event that the Company is subject to date on which 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 Restricted 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 you and the Company or any Affiliate, as applicable, will govern and supersede this Agreement with respect to its subject matter. Data Privacy To administer the Plan, the Company may process personal data about you. This data includes, without limitation, information provided in this Agreement and any changes to such information, other appropriate personal and financial data about you, including your contact information, payroll information, and any other information that the Company deems appropriate to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any such personal datashares first become vested.

Evidence of Issuance. The issuance of the Common Stock with respect to under the grant of Restricted Stock Units will evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, deems will deem appropriate, including, without limitation, book-entry, registration, registration or issuance of one or more stock Stock certificates, or uncertificated electronic shareswith any unvested Restricted Stock bearing the appropriate restrictions imposed by this Agreement. Retention Rights This Agreement and the grant of As your interest in the Restricted Stock Units do not give vests, the recordation of the number of shares of Restricted Stock attributable to you the right to will be retained by 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 or any Affiliate utilizes book-entry form, appropriate restrictions will be noted in any capacity. Unless otherwise specified in any employment or other written agreement between you and the Company or any Affiliate, records. Forfeiture of Unvested Restricted Stock Unless the Company and any Affiliate reserve the right to terminate termination of your Service at any time and for any reason. Stockholder Rights You have no voting or other rights as a stockholder of the Company with respect to the Restricted Stock Units except as otherwise explicitly provided herein unless and until the Common Stock relating to the Restricted Stock Units have been issued and either a certificate evidencing the Common Stock has been issued or an appropriate entry has been made on the Company’s books, including any uncertificated electronic shares. Any stock dividends declared with respect to the Common Stock issuable upon settlement triggers accelerated vesting of your Restricted Stock 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 pursuant 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. Furthermorethis Agreement, the Restricted Stock Units are subject to mandatory repayment by you to the Company ifPlan, 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 Restricted 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) and you, you and 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 any non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate, as applicable, will govern and supersede this Agreement Affiliate thereof or any confidentiality obligation with respect to its subject matter. Data Privacy To administer the PlanCompany or any Affiliate thereof, the Company may process personal data about you. This data includes, without limitation, information provided in has the right to cause an immediate forfeiture of your rights to all or a portion of any Restricted Stock awarded under this Agreement and any changes to such information, other appropriate personal and financial data about you, including your contact information, payroll informationAgreement, and any other information 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 addition, 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 deems appropriate may require you to facilitate the administration of the Plan. By accepting this grant, you give explicit consent 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 process be a limitation on the Company’s right to otherwise seek in full the recovery from you of any such personal dataand 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.