Executive Officer. Forfeiture of Rights If you should take actions in competition with the Company in violation of your Employment Agreement, the Company shall have the right to cause a forfeiture of your rights, including, but not limited to: (i) a forfeiture of any outstanding unvested Restricted Stock Units, and (ii) with respect to the period commencing twelve (12) months prior to your termination of Service with the Company (A) a forfeiture of any proceeds received upon a sale of shares acquired by you upon vesting of shares of Restricted Stock Units or (B) a forfeiture of any shares of Stock acquired by you upon vesting of the Restricted Stock Units. Adjustments In the event of a stock split, a stock dividend or a similar change in the Company Stock, the number of shares covered by this grant may be adjusted pursuant to the Plan. Your Restricted Stock Units 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. Applicable Law This Agreement will be 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. Voluntary Participation You agree that your participation in the Plan and the grant of the Restricted Stock Units to you by the Company pursuant to the Plan and this Agreement is voluntary. 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 grant of Restricted Stock Units. Any prior agreements, commitments or negotiations concerning this grant are superseded. Other Agreements You agree, as a condition of this grant of Restricted Stock Units, that you will execute such document(s) as necessary to become a party to any shareholder agreement or voting trust as the Company may require. 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 home address and business address and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this award, you give explicit consent to the 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.
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Executive Officer. Forfeiture Evidence of Rights If you should take actions in competition with Issuance The issuance of the Company in violation of your Employment Agreement, the Company shall have the right to cause a forfeiture of your rights, including, but not limited to: (i) a forfeiture of any outstanding unvested Restricted Stock Units, and (ii) with respect to the period commencing twelve (12) months prior to your termination of Service with the Company (A) a forfeiture of any proceeds received upon a sale of shares acquired by you upon vesting of shares of Restricted Stock Units or (B) a forfeiture of any shares of Stock acquired by you upon any vesting of the Restricted Stock Units. Adjustments In the event of a stock split, a stock dividend or a similar change in the Company Stock, the number of shares covered by this grant may be adjusted pursuant to the Plan. Your Restricted Stock Units shall be subject to evidenced in such a manner as the terms Committee, in its sole discretion, deems appropriate, including without limitation, book-entry or direct registration (including transaction advices) or a certificate evidencing ownership of the agreement such shares of merger, liquidation or reorganization in the event the Company is subject to such corporate activityStock. Applicable Law This Agreement will be 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. Voluntary Participation You agree that your participation in the Plan and the grant of the Restricted Stock Units to you by the Company pursuant to the Plan and this Agreement is voluntary. 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 grant of Restricted Stock Units. Any prior agreements, commitments or negotiations concerning this grant are superseded. Other Agreements Withholding Taxes You agree, as a condition of this grant of Restricted Stock Unitsgrant, that you will execute make acceptable arrangements consistent with Company policies and procedures to pay any withholding or other taxes that may be due as a result of this grant or the vesting, settlement or issuance of shares related to this grant. You may satisfy such document(s) as necessary withholding or other tax obligations by remitting cash payments to become a party to any shareholder agreement or voting trust as the Company may requirewithin the time periods specified by Company policies and procedures or, to the extent permitted under Applicable Laws, by causing the Company or its Affiliate to withhold shares of Stock otherwise issuable to you as a result of this grant. Data Privacy The shares of Stock so withheld shall have an aggregate Fair Market Value equal to such withholding obligations. In order the event that the Company determines that any withholding or other tax is required and you have not made satisfactory arrangements to administer satisfy such obligations within the Plantime periods specified by Company policies and procedures, the Company may process personal data about shall have the right to: (i) require such payments from you; (ii) withhold such amounts from other payments due to you from the Company or any Affiliate; or (iii) withhold shares of Stock otherwise issuable to you as a result of this grant. Such data includes but is Any shares of Stock so withheld shall have an aggregate Fair Market Value equal to such withholding obligations. Retention Rights This Agreement does not limited give you the right to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business address and other contact information, payroll information and any other information that might be deemed appropriate retained by the Company (or any Parent, Subsidiaries or Affiliates) in any capacity. The Company (and any Parent, Subsidiaries or Affiliates) reserves the right to facilitate the administration terminate your Service at any time and for any reason. Shareholder Rights You do not have any of the Plan. By accepting this award, you give explicit consent to the 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, rights of a shareholder with respect to non-U.S. resident Grantees, the Restricted Stock Units unless and until the Stock relating to the United StatesRestricted Stock Units has been delivered to you. You will, however, as of each dividend record date for Stock occurring on or after the Grant Date of the Restricted Stock Units and prior to transferees who shall include the Company and other persons who date the shares of Stock underlying the Restricted Stock Units are designated delivered (or, if applicable, the date of forfeiture of the Restricted Stock Units), be entitled to receive an amount equal to the dividend that you would have been entitled to receive had you held the number of shares of Stock underlying the Restricted Stock Units on such record date, payable on the date of payment of the applicable dividend in cash or such number of shares of Stock having a Fair Market Value equivalent to such amount (each as determined by the Company to administer the Planin its sole discretion).
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Executive Officer. Forfeiture of Rights If you should take actions in competition with the Company in violation of your Employment Agreement, the Company shall have the right to cause a forfeiture of your rights, including, but not limited to: (i) a forfeiture of any outstanding unvested Restricted Stock Units, and (ii) with respect to the period commencing twelve (12) months prior to your termination of Service with the Company (A) a forfeiture of any proceeds received upon a sale of shares acquired by you upon vesting of Escrow The shares of Restricted Stock Units or (B) a forfeiture shall be deposited in escrow with the Company’s transfer agent to be held in accordance with the provisions of any this paragraph. The shares of Restricted Stock acquired by you upon vesting of shall remain in escrow until such time or times as the shares are to be released or otherwise surrendered for cancellation as discussed below. All regular cash dividends on the Restricted Stock Units(or other securities at the time held in escrow) shall be paid directly to you and shall not be held in escrow. Adjustments In However, in the event of any stock dividend, stock split, recapitalization or other change affecting the Company’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 Company Stock, the number any new, substituted or additional securities or other property which is by reason of shares covered by this grant may be adjusted pursuant such transaction distributed with respect to the Plan. Your Restricted Stock Units shall be immediately delivered to the Secretary of the Company to be held in escrow hereunder, but only to the extent the Restricted Stock is at the time subject to the escrow requirements hereof. The shares of Restricted Stock held in escrow hereunder shall be subject to the following terms of and conditions relating to their release from escrow or their surrender to the agreement of merger, liquidation or reorganization Company for repurchase and cancellation: As your interest in the event shares vests as described above, the vested shares shall be released from escrow and delivered to you within thirty (30) days following each vesting date. Upon termination of your Service, any escrowed shares in which you are at the time vested shall be promptly released from escrow. Should the Company is subject exercise its rights to cause a forfeiture with respect to any unvested shares (as described below in the section entitled "Forfeiture of Rights") held at the time in escrow hereunder, then such unvested shares shall be surrendered to the Company for cancellation, and you shall have no further rights with respect to such corporate activityshares of Restricted Stock. Applicable Law This Agreement will be interpreted and enforced under Should the laws of the State of Delaware, other than Company elect not to exercise its right to cause a forfeiture with respect to 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. Voluntary Participation You agree that your participation shares (as described below in the Plan and section entitled "Forfeiture of Rights") held at the grant of the Restricted Stock Units time in escrow hereunder, then such shares shall be surrendered to you by the Company pursuant to the Plan and this Agreement is voluntaryyou. 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 grant of Restricted Stock Units. Any prior agreements, commitments or negotiations concerning this grant are superseded. Other Agreements Withholding Taxes You agree, as a condition of this grant of Restricted Stock Unitsgrant, that you will execute make acceptable arrangements consistent with Company policies and procedures to pay any withholding or other taxes that may be due as a result of this grant or the vesting, settlement or issuance of shares related to this grant. You may satisfy such document(s) as necessary to become a party to any shareholder agreement withholding or voting trust as the Company may require. 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 home address and business address and other contact information, payroll information and any other information that might be deemed appropriate tax obligations by the Company to facilitate the administration of the Plan. By accepting this award, you give explicit consent remitting cash payments to the Company to process any such personal data. You also give explicit consent to within the time periods specified by 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 Granteespolicies and procedures or, to the United Statesextent permitted under Applicable Laws, to transferees who shall include by causing the Company and other persons who are designated by the Company or its Affiliate to administer the Plan.withhold shares of
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Executive Officer. In the event that the Company determines that any withholding or other tax is required and you have not made satisfactory arrangements to satisfy such obligations within the time periods specified by Company policies and procedures, the Company shall have the right to: (i) require such payments from you; (ii) withhold such amounts from other payments due to you from the Company or any Affiliate; or (iii) withhold shares of Stock otherwise issuable to you as a result of this grant. Any shares of Stock so withheld shall have an aggregate Fair Market Value equal to such withholding obligations. Retention Rights This Agreement does not give you the right to be retained by the Company (or any Parent, Subsidiaries or Affiliates) in any capacity. The Company (and any Parent, Subsidiaries or Affiliates) 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 delivered to you. You will, however, as of each dividend record date for Stock occurring on or after the Grant Date of the Restricted Stock Units and prior to the date the shares of Stock underlying the Restricted Stock Units are delivered (or, if applicable, the date of forfeiture of the Restricted Stock Units), be entitled to receive an amount equal to the dividend that you would have been entitled to receive had you held the number of shares of Stock underlying the Restricted Stock Units on such record date, payable on the date of payment of the applicable dividend in cash or such number of shares of Stock having a Fair Market Value equivalent to such amount (each as determined by the Company in its sole discretion). Forfeiture of Rights If you should take actions in competition with the Company in violation of your Employment AgreementContract, the Company shall have the right to cause a forfeiture of your rights, including, but not limited to: (i) a forfeiture of any outstanding unvested Restricted Stock Units, and (ii) with respect to the period commencing twelve (12) months prior to your termination of Service with the Company (A) a forfeiture of any proceeds received upon a sale of shares acquired by you upon vesting of shares of Restricted Stock Units or (B) a forfeiture of any shares of Stock acquired by you upon vesting of the Restricted Stock Units. Adjustments In the event of a stock split, a stock dividend or a similar change in the Company Stock, the number of shares covered by this grant may be adjusted pursuant to the Plan. Your Restricted Stock Units 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. Applicable Law This Agreement will be 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. Voluntary Participation You agree that your participation in the Plan and the grant of the Restricted Stock Units to you by the Company pursuant to the Plan and this Agreement is voluntary. 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 grant of Restricted Stock Units. Any prior agreements, commitments or negotiations concerning this grant are superseded. Other Agreements You agree, as a condition of this grant of Restricted Stock Units, that you will execute such document(s) as necessary to become a party to any shareholder agreement or voting trust as the Company may require. 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 home address and business address and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this award, you give explicit consent to the 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.
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