Common use of No Liability With Respect to Tax Qualification or Adverse Tax Treatment Clause in Contracts

No Liability With Respect to Tax Qualification or Adverse Tax Treatment. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or any Affiliate be liable to a Participant on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A of the Code. Xxxxxx & Xxxxxx Group, Inc., a Delaware corporation (the “Company”), hereby grants to (the “Participant”), the restricted shares (“Restricted Shares”) of common stock, par value $0.00001 per share of the Company (“Common Stock”) referred to in Section 1 below pursuant to the Xxxxxx & Xxxxxx Group, Inc. 2011 Omnibus Incentive Plan (the “Plan”). The terms, conditions and restrictions applicable to the Restricted Shares are contained in the Plan and in this Restricted Stock Award Agreement (the “Agreement”). Capitalized terms not defined herein shall have the meaning assigned to such terms in the Plan. 1. Grant of Restricted Shares. Grant Date: , 20 Number of Shares: [# SHARES] Forfeiture Lapse Dates (20% of the Restricted Shares shall be released from risk of forfeiture on each specified date, provided the performance target, if applicable, for that date set forth in Section 14 below has been met): First Anniversary of Grant Date Second Anniversary of Grant Date Third Anniversary of Grant Date Fourth Anniversary of Grant Date Fifth Anniversary of Grant Date