Common use of Forfeiture of Unvested Clause in Contracts

Forfeiture of Unvested. Restricted Stock Units 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 or otherwise in competition with the Company or any Affiliate thereof, the Company has the right to cause an immediate forfeiture of your rights to this Restricted Stock Unit and the Restricted Stock Unit shall immediately expire. In addition, if you have received Shares in connection with Restricted Stock Units 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). 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. 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 vesting or receipt of the Restricted Stock Units or the Stock. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting of the Restricted Stock Unit or receipt of Stock arising from this grant, the Company shall have the 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 of Stock otherwise deliverable under this Agreement).

Forfeiture of Unvested. Restricted Stock Units Unless Shares Except as provided in the termination of your Service triggers accelerated vesting of your Restricted Stock pursuant to the terms provisions of this Agreement, in the Planevent that your service terminates for any reason other than death, Disability, Retirement, or any other written agreement between a Company-initiated termination of service without Cause in connection with a Change in Control as set forth in this Agreement, before the Company (or any Affiliate) and youlast day of the Performance Period, 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 or otherwise in competition with the Company or any Affiliate thereof, the Company has the right to cause an immediate forfeiture of your rights Shares subject to this Restricted Stock Unit and the Restricted Stock Unit shall immediately expiregrant that have not yet vested. In addition, if you have received Shares in connection with Restricted Stock Units 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 Recoupment Policy If it is determined by the Company in its sole discretion). Leaves of Absence For purposes of this AgreementBoard that your gross negligence, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by intentional misconduct or fraud caused or partially caused the Company in writing if to have to restate all or a portion of its financial statements, 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 determinesBoard, in its sole discretion, which leaves count for may, to the extent permitted by law and to the extent it determines in its sole judgment that it is in the best interests of the Company to do so, require repayment of any Shares delivered to you pursuant to this purposeAgreement or to effect the cancellation of unvested Shares. In addition, you agree that you will be subject to any compensation clawback and when your Service terminates for all purposes under recoupment policies that may be applicable to you as an employee of the PlanCompany, as in effect from time to time and as approved by the Board, whether or not approved before or after the Grant Date. Withholding Taxes You agree agree, as a condition of this grant grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting or receipt of the Restricted Stock Units or the StockShares acquired under this grant. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting of the Restricted Stock Unit or receipt of Stock Shares arising from this grant, the Company shall have the right to to: (i) require such payments from you, or (ii) withhold such amounts from other payments due to you from the Company or any Affiliate Affiliate, or (including iii) cause an immediate forfeiture of Shares subject to the vesting pursuant to this Agreement in an amount equal to the withholding or other taxes due. Retention Rights This Agreement does not give you the delivery right to be retained by the Company (or any parent, Subsidiaries or Affiliates) in any capacity. Furthermore, nothing in the Plan or this Agreement shall be construed to limit the discretion of vested shares of Stock otherwise deliverable under this Agreement)the Company to terminate your service with the Company at any time, with or without Cause.

Forfeiture of Unvested. Restricted Stock Units Unless the termination of your Service triggers accelerated vesting or other treatment of your Restricted Stock Units pursuant to the terms of this Agreement, the Plan, or any other written agreement between the Company (or any Affiliate) Affiliate and you, you will automatically forfeit to the Company all of the unvested shares of Restricted Stock Units 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 or otherwise in competition with the Company or any Affiliate thereofAffiliate, the Company has the right to cause an immediate forfeiture of your rights to this Restricted Stock Unit Award, and the Restricted Stock Unit shall Units will immediately expire. In addition, if you have received Shares in connection with Restricted Stock Units 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). 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 determinesmay determine, in its sole 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. Evidence of Issuance The issuance of the shares of Stock delivered in settlement of the Stock Units 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, direct registration or issuance of one or more Stock certificates. Withholding Taxes You agree as a condition of this grant Award that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting of the Stock Units or receipt of the Restricted shares of Stock Units or the Stockin settlement of such Stock Units. In the event that the Company or any Affiliate determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting of the Restricted Stock Unit Units or receipt of shares of Stock arising from this grantAward, the Company shall or any Affiliate will have the 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 of Stock otherwise deliverable under this Agreement).

Forfeiture of Unvested. Restricted Common Stock Units Unless In the termination of event that your Service triggers accelerated vesting of your Restricted Stock pursuant to the terms of this Agreement, the Plan, or terminates for any other written agreement between the Company (or any Affiliate) and youreason, you will automatically forfeit to the Company all of the shares of Common Stock subject to this grant that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Issuance The issuance of the Common Stock under this grant 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 a legend with the appropriate restrictions imposed by this Agreement. As your interest in the Common Stock vests as described above, the recordation of the number of shares of Restricted Stock attributable to you will be appropriately modified. To the extent certificates are issued with regard to unvested Common Stock, such certificates will be held in escrow with 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 Secretary of the Company or any Affiliate thereof or any confidentiality obligation with respect to while the Company or any Affiliate thereof or otherwise in competition with the Company or any Affiliate thereof, the Company has the right to cause an immediate forfeiture of your rights to this Restricted Common Stock Unit and the Restricted Stock Unit shall immediately expire. In addition, if you have received Shares in connection with Restricted Stock Units 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). 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 Planremains unvested. Withholding Taxes You agree agree, as a condition of this grant grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting or receipt payment of the Restricted Stock Units dividends or the Stockvesting of Common Stock acquired under this grant. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the payment of dividends or the vesting of the Restricted Stock Unit or receipt of Stock shares arising from this grantgrant under applicable laws, the Company shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate Subsidiary (including withholding the delivery of by repurchasing vested shares of Common Stock otherwise deliverable under this Agreement). Subject to the prior approval of the Company, which may be withheld by the Company, in its sole discretion, you may elect to satisfy this withholding obligation, in whole or in part, by causing the Company to withhold shares of Common Stock otherwise issuable to you or by delivering to the Company shares of Common Stock. The shares of Common Stock so delivered or withheld must have an aggregate Fair Market Value equal to the withholding obligation and may not be subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements.

Forfeiture of Unvested. Restricted Stock Units Unless In the termination of event that your Service triggers accelerated vesting of terminates for any reason other than your Restricted Stock pursuant to the terms of this Agreement, the Plan, death or any other written agreement between the Company (or any Affiliate) and youDisability, 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 subject to this grant that have not yet vested 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 or otherwise in competition with the Company or any Affiliate thereof, the Company has the right to cause an immediate forfeiture of your rights to this Restricted Stock Unit which all applicable restrictions and the Restricted Stock Unit shall immediately expire. In addition, if you conditions have received Shares in connection with Restricted Stock Units 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)not lapsed. Leaves of Absence For purposes of this Agreementgrant, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, your Service will be treated as terminating 90 days after you went on employee leave, unless your right to return to active work is guaranteed by law or by a contract. 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. Issuance The issuance of the Stock under this grant 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 a legend with the appropriate restrictions imposed by this Agreement. As your interest in the Stock vests as described above, the recordation of the number of shares of Restricted Stock attributable to you will be appropriately modified. Withholding Taxes You agree agree, as a condition of this grant grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting or receipt payment of the Restricted Stock Units dividends or the Stockvesting of Stock acquired under this grant. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the payment of dividends or the vesting of the Restricted Stock Unit or receipt of Stock shares arising from this grant, the Company shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate (including Affiliate. Subject to the prior approval of the Company, which may be withheld by the Company, in its sole discretion, you may elect to satisfy this withholding obligation, in whole or in part, by causing the delivery of vested Company to withhold shares of Stock otherwise deliverable under this Agreement)issuable to you or by delivering to the Company shares of Stock already owned by you. The shares of Stock so delivered or withheld must have an aggregate Fair Market Value equal to the withholding obligation and may not be subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements.

Forfeiture of Unvested. Restricted Stock Units Unless In the termination of event that your Service triggers accelerated vesting of your Restricted Stock pursuant to the terms of this Agreement, the Plan, or terminates for any other written agreement between the Company (or any Affiliate) and youreason, you will automatically forfeit to the Company all of the unvested shares of Restricted Stock in the event Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Death If 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 or otherwise in competition with the Company or any Affiliate thereof, the Company has the right to cause an immediate forfeiture because of your rights to this Restricted Stock Unit and the Restricted Stock Unit shall immediately expire. In additiondeath, if you have received Shares in connection with then your Restricted Stock Units during the two year period prior to shall become 100% vested. Disability If your actionsService terminates because of your Disability, 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 then 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)Restricted Stock Units shall become 100% vested. Leaves of Absence For purposes of this Agreementoption, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, your Service will be treated as terminating 90 days after you went on employee leave, unless your right to return to active work is guaranteed by law or by a contract. 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. Withholding Taxes You agree agree, as a condition of this grant grant, that you will make acceptable arrangements arrangements, which must be consistent with and permitted by the rules and regulations established by the Company and the plan administrator, to pay any withholding or other taxes that may be due as a result of the vesting or receipt of the in Restricted Stock Units or the Stockyour acquisition of Stock under this grant. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting of the Restricted Stock Unit or receipt of Stock arising from this grant, the Company shall will have the right to to: (i) require that you arrange such payments from youto the Company, or withhold such amounts from other payments due to you from the Company or any Affiliate (including withholding the delivery ii) cause an immediate forfeiture of vested shares of Stock otherwise deliverable under subject to the Restricted Stock Units granted pursuant to this Agreement)Agreement in an amount equal to the withholding or other taxes due. In addition, in the Company’s sole discretion and consistent with the Company’s rules and regulations, the Company may permit you to pay the withholding or other taxes due as a result of the vesting of your Restricted Stock Units by delivery (on a form acceptable to the Board) of an irrevocable direction to a licensed securities broker selected by the Company to sell shares of Stock and to deliver all or part of the sales proceeds to the Company in payment of the withholding taxes.

Forfeiture of Unvested. Restricted Stock Units 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 In the event that your Service terminates for any reason, except as provided above in the section entitled “Termination without Cause, Good Reason or Non-Renewal of Employment Agreement; Change of Control,” you will forfeit all of the shares of Restricted Stock that have not yet vested. Forfeiture of Rights If you should take actions Escrow The certificates for the Restricted Stock shall be deposited in violation or breach of or in conflict escrow with any non-competition agreement, any agreement prohibiting solicitation of employees or clients the Secretary of the Company 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 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 Company, you shall be issued an instrument of deposit acknowledging the number of shares of Restricted Stock delivered in escrow to the Secretary of the Company. All regular cash dividends on the Restricted 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 Affiliate thereof 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, any confidentiality obligation new, substituted or additional securities or other property which is by reason of such transaction distributed with respect to the Company or any Affiliate thereof or otherwise in competition with Restricted Stock 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 and conditions relating to their release from escrow or any Affiliate thereoftheir surrender to the Company for repurchase and cancellation: • As 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, 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 has 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 the escrowed certificates for such unvested shares shall be surrendered to the Company for cancellation, and you shall have no further rights with respect to such shares of Restricted Stock. • Should the Company elect not to exercise its right to cause an immediate a forfeiture with respect to any shares (as described below in the section entitled “Forfeiture of your rights Rights”) held at the time in escrow hereunder, then the escrowed certificates for such shares shall be surrendered to this Restricted Stock Unit and the Restricted Stock Unit shall immediately expire. In addition, if you have received Shares in connection with Restricted Stock Units 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). 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 Planyou. Withholding Taxes You agree agree, as a condition of this grant grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting or receipt of the Restricted Stock Units or the Stockacquired under this grant. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting of the Restricted Stock Unit or receipt of Stock shares arising from this grant, the Company shall have the right to to: (i) 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 of Stock otherwise deliverable under this Agreement).from

Forfeiture of Unvested. Restricted Stock Units Unless the termination of your Service triggers accelerated vesting of your Restricted Stock pursuant to the terms of Shares Except as provided in this Agreement, in the Plan, event that your service terminates for any reason other than death or any other written agreement between the Company (Disability or any Affiliate) and youyou have a Change in Control Termination, 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 or otherwise in competition with the Company or any Affiliate thereof, the Company has the right to cause an immediate forfeiture of your rights Shares subject to this Restricted Stock Unit and the Restricted Stock Unit shall immediately expiregrant that have not yet vested. In addition, if you have received Shares in connection with Restricted Stock Units 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 Recoupment Policy If it is determined by the Company in its sole discretion). Leaves of Absence For purposes of this AgreementBoard that your gross negligence, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by intentional misconduct or fraud caused or partially caused the Company in writing if to have to restate all or a portion of its financial statements, 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 determinesBoard, in its sole discretion, which leaves count for may, to the extent permitted by law and to the extent it determines in its sole judgment that it is in the best interests of the Company to do so, require repayment of any Shares delivered to you pursuant to this purposeAgreement or to effect the cancellation of unvested Shares. You agree that you will be subject to any compensation clawback and recoupment policies that may be applicable to you as an employee of the Company, as in effect from time to time and when your Service terminates for all purposes under as approved by the PlanBoard, whether or not approved before or after the Grant Date. Withholding Taxes You agree agree, as a condition of this grant grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting or receipt of the Restricted Stock Units or the StockShares acquired under this grant. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting of the Restricted Stock Unit or receipt of Stock Shares arising from this grant, the Company shall have the right to to: (i) require such payments from you, or (ii) withhold such amounts from other payments due to you from the Company or any Affiliate Affiliate, or (including iii) cause an immediate forfeiture of Shares subject to the vesting pursuant to this Agreement in an amount equal to the withholding or other taxes due. Retention Rights This Agreement does not give you the delivery right to be retained by the Company (or any parent, Subsidiaries or Affiliates) in any capacity. Furthermore, nothing in the Plan or this Agreement shall be construed to limit the discretion of vested shares of Stock otherwise deliverable under this Agreement)the Company to terminate your service with the Company at any time, with or without Cause.

Forfeiture of Unvested. Restricted Stock Units Unless In the termination of event that your Service triggers accelerated vesting of your Restricted Stock pursuant to the terms of this Agreement, the Plan, or terminates for any other written agreement between the Company (or any Affiliate) and youreason, 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 subject to this Grant that have not yet vested 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 or otherwise in competition with the Company or any Affiliate thereof, the Company has the right to cause an immediate forfeiture of your rights to this Restricted Stock Unit which all applicable restrictions and the Restricted Stock Unit shall immediately expire. In addition, if you conditions have received Shares in connection with Restricted Stock Units 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)not lapsed. 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 or an Affiliate in writing writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, your Service will be treated as terminating 90 days after you went on employee leave, unless your right to return to active work is guaranteed by law or by a contract. 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, purpose and when your Service terminates for all purposes under the Plan. Issuance The issuance of the Stock under this Grant will be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry or direct registration (including transaction advices) or the issuance of one or more share certificates. As your interest in the Stock vests as described on the cover sheet of this Agreement, the recordation of the number of shares of Restricted Stock attributable to you will be appropriately modified. Withholding Taxes You agree agree, as a condition of this grant Grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting or receipt payment of the Restricted Stock Units dividends or the Stockvesting of Stock acquired under this Grant. In the event that the Company your employer determines that any federal, state, or local or foreign tax or withholding payment is required relating to the payment of dividends or the vesting of the Restricted Stock Unit or receipt of Stock shares arising from this grantGrant, the Company your employer shall have the right to require such payments from you, or withhold such amounts from other payments due to you from you. To satisfy this withholding obligation, the Company or any Affiliate (including withholding may provide you with the delivery of vested opportunity, in its discretion, to have the Company withhold shares of Stock otherwise deliverable under this Agreement)issuable to you or by delivering to the Company shares of Stock already owned by you. If the Company provides you with the foregoing opportunity and you fail to make an election to do either, the Company may determine what method to use, including by withholding shares of Stock otherwise issuable to you. The shares of Stock so delivered or withheld must have an aggregate Fair Market Value equal to the withholding obligation and may not be subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements.

Forfeiture of Unvested. Restricted Stock Units Unless In the termination of event that your Service triggers accelerated vesting of your Restricted Stock pursuant to the terms of this Agreement, the Plan, or terminates for any other written agreement between the Company (or any Affiliate) and youreason, you will automatically forfeit to the Company all of the shares of Stock subject to this grant that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Death If your Service terminates because of your death, then you will forfeit to the Company all of the shares of Stock subject to this grant that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Disability If your Service terminates because of your Disability, then you will forfeit to the Company all of the shares of Stock subject to this grant that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Issuance The issuance of the Stock under this grant 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 a legend with the appropriate restrictions imposed by this Agreement. As your interest in the Stock vests as described above, the recordation of the number of 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 attributable to the Company or any Affiliate thereof or otherwise in competition with the Company or any Affiliate thereof, the Company has the right to cause an immediate forfeiture of your rights to this Restricted Stock Unit and the Restricted Stock Unit shall immediately expire. In addition, if you have received Shares in connection with Restricted Stock Units 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). 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 Planappropriately modified. Withholding Taxes You agree agree, as a condition of this grant grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting or receipt payment of the Restricted Stock Units dividends or the Stockvesting of Stock acquired under this grant. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the payment of dividends or the vesting of the Restricted Stock Unit or receipt of Stock shares arising from this grantgrant under Applicable Laws, the Company shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate (including Affiliate. Subject to the prior approval of the Company, which may be withheld by the Company, in its sole discretion, you may elect to satisfy this withholding obligation, in whole or in part, by causing the delivery of vested Company to withhold shares of Stock otherwise deliverable under this Agreement)issuable to you or by delivering to the Company shares of Stock already owned by you. The shares of Stock so delivered or withheld must have an aggregate Fair Market Value equal to the withholding obligation and may not be subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements.

Forfeiture of Unvested. Restricted Stock Units Unless In the termination of event that your Service triggers accelerated vesting of your Restricted Stock pursuant to the terms of this Agreement, the Plan, or terminates for any other written agreement between the Company (or any Affiliate) and youreason, you will automatically forfeit to the Company all of the unvested shares of Restricted Stock in the event subject to this grant that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Death or Disability If your Service terminates for any reason. Forfeiture because of Rights If your death or your Disability, then 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 will forfeit to the Company all of the Company shares of Stock subject to this grant that have not yet vested or any Affiliate thereof or any confidentiality obligation with respect to the Company or any Affiliate thereof or otherwise in competition with the Company or any Affiliate thereof, the Company has the right to cause an immediate forfeiture of your rights to this Restricted Stock Unit which all applicable restrictions and the Restricted Stock Unit shall immediately expire. In addition, if you conditions have received Shares in connection with Restricted Stock Units 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)not lapsed. Leaves of Absence For purposes of this Agreementaward, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, your Service will be treated as terminating 90 days after you went on employee leave, unless your right to return to active work is guaranteed by law or by a contract. 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. Issuance The issuance of the Stock under this grant 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 a legend with the appropriate restrictions imposed by this Agreement. As your interest in the Stock vests as described above, the recordation of the number of shares of Restricted Stock attributable to you will be appropriately modified. Withholding Taxes You agree agree, as a condition of this grant grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting or receipt payment of the Restricted Stock Units dividends or the Stockvesting of Stock acquired under this grant. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the payment of dividends or the vesting of the Restricted Stock Unit or receipt of Stock shares arising from this grantgrant under Applicable Laws, the Company shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate (including Affiliate. Subject to the prior approval of the Company, which may be withheld by the Company, in its sole discretion, you may elect to satisfy this withholding obligation, in whole or in part, by causing the delivery of vested Company to withhold shares of Stock otherwise deliverable under this Agreement)issuable to you or by delivering to the Company shares of Stock already owned by you. The shares of Stock so delivered or withheld must have an aggregate Fair Market Value equal to the withholding obligation and may not be subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements.

Forfeiture of Unvested. Restricted Stock Units 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 In the event that your Service terminates for any reason, except as provided above in the sections entitled “Termination after Long-Term Service” and “Termination without Cause, Good Reason or Non-Renewal of Employment Agreement; Change of Control,” you will forfeit all of the shares of Restricted Stock that have not yet vested. Forfeiture For the avoidance of Rights If doubt, if you should take actions incur a termination of Service for any reason prior to the satisfaction of the Performance-Based Vesting Condition, you will forfeit all of the shares of Restricted Stock and will not thereafter vest in violation or breach any shares of or Restricted Stock. Escrow The certificates for the Restricted Stock shall be deposited in conflict escrow with any non-competition agreement, any agreement prohibiting solicitation of employees or clients the Secretary of the Company 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 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 Company, you shall be issued an instrument of deposit acknowledging the number of shares of Restricted Stock delivered in escrow to the Secretary of the Company. All regular cash dividends on the Restricted 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 Affiliate thereof 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, any confidentiality obligation new, substituted or additional securities or other property which is by reason of such transaction distributed with respect to the Company or any Affiliate thereof or otherwise in competition with Restricted Stock 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 and conditions relating to their release from escrow or any Affiliate thereoftheir surrender to the Company for repurchase and cancellation: · As 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, 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 has 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 the escrowed certificates for such unvested shares shall be surrendered to the Company for cancellation, and you shall have no further rights with respect to such shares of Restricted Stock. · Should the Company elect not to exercise its right to cause an immediate a forfeiture with respect to any shares (as described below in the section entitled “Forfeiture of your rights Rights”) held at the time in escrow hereunder, then the escrowed certificates for such shares shall be surrendered to this Restricted Stock Unit and the Restricted Stock Unit shall immediately expire. In addition, if you have received Shares in connection with Restricted Stock Units 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). 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 Planyou. Withholding Taxes You agree agree, as a condition of this grant grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting or receipt of the Restricted Stock Units or the Stockacquired under this grant. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting of the Restricted Stock Unit or receipt of Stock shares arising from this grant, the Company shall have the right to to: (i) require such payments from you, or ; (ii) withhold such amounts from other payments due to you from the Company or any Affiliate Affiliate; or (including withholding the delivery iii) cause an immediate forfeiture of vested shares of Restricted Stock otherwise deliverable under granted pursuant to this Agreement)Agreement in an amount equal to the withholding or other taxes due.

Forfeiture of Unvested. Restricted Stock Units Unless the termination of your Service triggers accelerated vesting of your Restricted Stock Units 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 Units 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 or otherwise in competition with the Company or any Affiliate thereof, the Company has the right to cause an immediate forfeiture of your rights to this the Restricted Stock Unit awarded under this Agreement, and the Restricted Stock Unit shall immediately expire. In addition, if you have received Shares in connection with these Restricted Stock Units 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). 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. 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 vesting or receipt of the Restricted Stock Units or the Stock. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting of the Restricted Stock Unit or receipt of Stock arising from this grant, the Company shall have the 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 of Stock otherwise deliverable under this Agreement).

Forfeiture of Unvested. Restricted Stock Units Unless the termination of your Service triggers accelerated vesting of your Restricted Stock pursuant to the terms of Shares Except as provided in this Agreement, in the Planevent that your service terminates for any reason other than death, Disability, Retirement or any other written agreement between the Company (or any Affiliate) and youyou have a Change in Control Termination, 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 or otherwise in competition with the Company or any Affiliate thereof, the Company has the right to cause an immediate forfeiture of your rights Shares subject to this Restricted Stock Unit and the Restricted Stock Unit shall immediately expiregrant that have not yet vested. In addition, if you have received Shares in connection with Restricted Stock Units 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 Recoupment Policy If it is determined by the Company in its sole discretion). Leaves of Absence For purposes of this AgreementBoard that your gross negligence, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by intentional misconduct or fraud caused or partially caused the Company in writing if to have to restate all or a portion of its financial statements, 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 determinesBoard, in its sole discretion, which leaves count for may, to the extent permitted by law and to the extent it determines in its sole judgment that it is in the best interests of the Company to do so, require repayment of any Shares delivered to you pursuant to this purposeAgreement or to effect the cancellation of unvested Shares. You agree that you will be subject to any compensation clawback and recoupment policies that may be applicable to you as an employee of the Company, as in effect from time to time and when your Service terminates for all purposes under as approved by the PlanBoard, whether or not approved before or after the Grant Date. Withholding Taxes You agree agree, as a condition of this grant grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting or receipt of the Restricted Stock Units or the StockShares acquired under this grant. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting of the Restricted Stock Unit or receipt of Stock Shares arising from this grant, the Company shall have the right to to: (i) require such payments from you, or (ii) withhold such amounts from other payments due to you from the Company or any Affiliate Affiliate, or (including iii) cause an immediate forfeiture of Shares subject to the vesting pursuant to this Agreement in an amount equal to the withholding or other taxes due. Retention Rights This Agreement does not give you the delivery right to be retained by the Company (or any parent, Subsidiaries or Affiliates) in any capacity. Furthermore, nothing in the Plan or this Agreement shall be construed to limit the discretion of vested shares of Stock otherwise deliverable under this Agreement)the Company to terminate your service with the Company at any time, with or without Cause.

Forfeiture of Unvested. Restricted Stock Units Unless In the termination of event that your Service triggers accelerated vesting of your Restricted Stock pursuant to the terms of this Agreement, the Plan, or terminates for any other written agreement between the Company (or any Affiliate) and youreason, 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 subject to this grant that have not yet vested 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 or otherwise in competition with the Company or any Affiliate thereof, the Company has the right to cause an immediate forfeiture of your rights to this Restricted Stock Unit which all applicable restrictions and the Restricted Stock Unit shall immediately expire. In addition, if you conditions have received Shares in connection with Restricted Stock Units 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)not lapsed. Leaves of Absence For purposes of this Restricted Stock Agreement, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company or an Affiliate in writing writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, your Service will be treated as terminating 90 days after you went on employee leave, unless your right to return to active work is guaranteed by law or by a contract. 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. Issuance The issuance of the Stock under this grant 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. As your interest in the Stock vests as described above, the recordation of the number of shares of Restricted Stock attributable to you will be appropriately modified. Withholding Taxes You agree agree, as a condition of this grant grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting or receipt payment of the Restricted Stock Units dividends or the Stockvesting of Stock acquired under this grant. In the event that the Company your employer determines that any federal, state, or local or foreign tax or withholding payment is required relating to the payment of dividends or the vesting of the Restricted Stock Unit or receipt of Stock shares arising from this grant, the Company your employer shall have the right to require such payments from you, or withhold such amounts from other payments due to you. Subject to the prior approval of the Compensation Committee, which may be withheld by the Compensation Committee, in its sole discretion, you from may elect to satisfy this withholding obligation, in whole or in part, by causing the Company or any Affiliate (including withholding the delivery of vested to withhold shares of Stock otherwise deliverable under this Agreement)issuable to you or by delivering to the Company shares of Stock already owned by you. The shares of Stock so delivered or withheld must have an aggregate Fair Market Value equal to the withholding obligation and may not be subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements.

Forfeiture of Unvested. Restricted Stock Units Unless In the termination of event that your Service triggers accelerated vesting of your Restricted Stock pursuant to the terms of this Agreement, the Plan, or terminates for any other written agreement between the Company (or any Affiliate) and youreason, you will automatically forfeit to the Company all of the unvested shares of Restricted Stock in the event Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Death If your Service terminates because of your death, then you will forfeit to the Company all of the Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Disability If your Service terminates because of your Disability, then you will forfeit to the Company all of the Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Corporate Transaction Notwithstanding the vesting schedule set forth above, upon the consummation of a Corporate Transaction, this award will become 100% vested if it is not assumed, or equivalent awards are not substituted for the award, by the Company or its successor. Notwithstanding any other provision in this Agreement, if assumed or substituted for, the award will expire one year after the date of termination of Service. Retention Rights This Agreement does not give you the right to be retained by the Company (or any Affiliates) in any capacity. The Company (and any 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 on the dividend payment date, subject to vesting and delivered at the same time as the Restricted Stock Unit. 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 or otherwise in competition with the Company or any Affiliate thereof, the Company has the right to cause an immediate forfeiture of your rights to this Restricted Stock Unit and the Restricted Stock Unit shall immediately expire. In addition, if you have received Shares in connection with Restricted Stock Units 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). 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. 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 vesting or receipt of the Restricted Stock Units or the Stock. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting of the Restricted Stock Unit or receipt of Stock arising from this grant, the Company shall have the right to require such payments from cause a forfeiture of your unvested Restricted Stock Units, and with respect to those shares of Restricted Stock Units vesting during the period commencing twelve (12) months prior to your termination of Service with the Company due to taking actions in competition with the Company, the right to cause a forfeiture of those vested shares of Stock. Unless otherwise specified in an agreement between the Company and you, you take actions in competition with the Company if you directly or withhold such amounts from indirectly, own, manage, operate, join or control, or participate in the ownership, management, operation or control of, or are a proprietor, director, officer, stockholder, member, partner or an employee or agent of, or a consultant to any business, firm, corporation, partnership or other payments due to you from entity which competes with any business in which the Company or any Affiliate of its Affiliates is engaged during your relationship with the Company or its Affiliates or at the time of your termination of Service. If it is ever determined by the Board that your actions have constituted wrongdoing that contributed to any material misstatement or omission from any report or statement filed by the Company with the U.S. Securities and Exchange Commission, gross misconduct, breach of fiduciary duty to the Company, or fraud, then the Restricted Stock Units shall be immediately forfeited; provided, however, that if the Restricted Stock Units has vested within two years prior to the Board of Directors determination, you shall be required to pay to the Company an amount equal to the aggregate value of the shares acquired upon such vesting at the date of the Board determination. Adjustments In the event of a stock split, a stock dividend or a similar change in the Stock, the number of Restricted Stock Units covered by this grant will be adjusted (including withholding and rounded down to the delivery nearest whole number) in accordance with the terms of vested shares the Plan. Applicable Law This Agreement will be interpreted and enforced under the laws of the state of Wyoming, 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. 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 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 Plan. By accepting these Restricted Stock otherwise deliverable under this Agreement)Units, 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, 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.