Common use of Restricted Stock Provisions Clause in Contracts

Restricted Stock Provisions. In addition to certain Federal and state securities laws restrictions, the shares of Common Stock issued on exercise of this Option shall upon issuance be subject to the following restrictions (and, as used herein, “restricted stock” means shares issued on exercise of this Option which are still subject to the restrictions imposed under this Section that have not yet expired or terminated): (a) Such shares of restricted stock may not be sold or otherwise transferred or hypothecated; (b) The restrictions imposed under Section 17 shall apply as well to all shares or other securities issued in respect of restricted stock in connection with any stock split, reverse stock split, stock dividend, recapitalization, reclassification, spin-off, split-off merger, consolidation or reorganization, but such restrictions imposed under Section 17 shall expire or terminate on the earliest to occur of the following: (i) The ninetieth (90th) day after the date on which shares of the same class of Common Stock as such restricted stock first become registered pursuant to the Exchange Act (which term for this purpose has the same meaning as set forth in the Plan); (ii) The fifth (5th) anniversary of the date of grant hereof; or (iii) The occurrence of any event or transaction upon which this Option terminated by reason of the provisions of Section 19 hereof. (c) Unless the shares to be acquired by the Optionee have been registered under the 1933 Act and any other applicable securities laws of any state, all certificates representing shares of Common Stock purchased upon the exercise of the Option shall bear the following legends:

Restricted Stock Provisions. In addition to certain Federal federal and state securities laws restrictions, until such time as the Company shall have consummated an initial public offering of its Common Shares, the shares of Common Stock Shares issued on exercise of this Option shall upon issuance be subject to the following restrictions (and, as used herein, “"restricted stock” " means shares issued on exercise of this Option which are still subject to the restrictions imposed under this Section that have not yet expired or terminated): (a) Such shares of restricted stock may not be sold or otherwise transferred or hypothecated; (b) If the employment of the Optionee with the Company or a subsidiary of the Company is terminated for any reason, including death, disability or retirement, the Company (or any subsidiary designated by it) shall have the option for sixty (60) days after such termination of employment to purchase for cash all or any part of his or her restricted stock at the Fair Market Value of the restricted stock on the date of such termination of employment (for which purpose Fair Market Value shall have the same meaning as set forth in the Plan); (c) The restrictions imposed under this Section 17 20 shall apply as well to all shares or other securities issued in respect of restricted stock in connection with any stock split, reverse stock split, stock dividend, recapitalization, reclassification, spin-off, split-off merger, consolidation or reorganization, but such restrictions imposed under this Section 17 20 shall expire or terminate with respect to the Common Shares on the earliest to occur of the following: (i) The ninetieth (90th) day after the date on which shares of the same class of Common Stock Shares as such restricted stock first become registered pursuant to the Exchange Act (which term for this purpose has the same meaning as set forth in the Plan); (ii) The fifth (5th) anniversary of the date of grant hereof; or (iii) The occurrence of any event or transaction upon which this Option terminated terminates by reason of the provisions of Section 19 5 hereof. (cd) Unless the shares to be acquired by the Optionee have been registered under the 1933 Act and any other applicable securities laws of any state, all All certificates representing shares of Common Stock Shares purchased upon the exercise of the Option shall bear the following legendslegend:

Restricted Stock Provisions. In addition to certain Federal and state securities laws restrictions, the shares 2 Shares of Common Stock stock issued on exercise of this Option shall upon issuance be subject to the following restrictions (and, as used herein, “"restricted stock” " means shares issued on exercise of this Option which are still subject to the restrictions imposed under this Section paragraph that have not yet expired or terminated): (a) Such shares of restricted stock may not be sold or otherwise transferred or hypothecated; (b) If the employment of the Grantee with the Company or a subsidiary of the Company is terminated for any reason other than his death, normal or early retirement in accordance with his employer's established retirement policies and practices, or total disability, the Company (or any subsidiary designated by it) shall have the option for sixty (60) days after such termination of employment to purchase for cash all or any part of his restricted stock at the lesser of (i) the price paid therefor upon exercise of this Option, or (ii) the Fair Market Value (as defined herein) of the restricted stock on the date of such termination of employment. The restrictions imposed under this Section 17 entitled "Restricted Stock Provisions" shall apply as well to all shares or other securities issued in respect of restricted stock in connection with any stock split, reverse stock split, stock dividend, recapitalization, reclassification, spin-off, split-off off, merger, consolidation or reorganization, but such restrictions imposed under Section 17 shall expire or terminate on the earliest to occur of the following: (i) The ninetieth (90th) day after the date on which shares of the same class of Common Stock stock as such restricted stock first become registered pursuant to the Exchange Act Publicly Traded (which term for this purpose has the same meaning as set forth in the Plandefined herein);. (ii) The fifth tenth (5th10th) anniversary of the date of grant hereof; or. (iii) As to any shares for which the Company's (or a subsidiary's) sixty (60) day option to purchase upon termination of employment shall have become exercisable but shall expire without having been exercised on the first business day of the calendar month next following the expiration of such sixty (60) day option period. (iv) The first business day of the calendar month next following the termination of the Grantee's employment with the Company or a subsidiary because of his death, normal or early retirement in accordance with his employer's established employment policies or practices, or total disability. (v) The occurrence of any event or transaction upon which this Option terminated terminates by reason of the provisions of Section 19 paragraph 5 hereof. (c) Unless the shares to be acquired by the Optionee have been registered under the 1933 Act and any other applicable securities laws of any state, all . Any certificates representing evidencing shares of Common Stock purchased upon restricted stock may contain such legends as the exercise of Company may deem necessary or advisable to reflect and give effect to the Option shall bear the following legends:restrictions imposed thereon hereunder.

Restricted Stock Provisions. In addition to certain Federal and state securities laws restrictions, the shares Shares of Common Stock stock issued on exercise of this Option shall upon issuance be subject to the following restrictions (and, as used herein, “restricted stock” means shares issued on exercise of this Option which are still subject to the restrictions imposed under this Section that have not yet expired or terminated):restrictions: (aA) Such shares of restricted stock may not be sold or otherwise transferred or hypothecated; (bB) If the employment or association of the Grantee with the Company or a subsidiary of the Company is terminated for any reason, the Company (or any subsidiary designated by it) shall have the option for ninety (90) days after such termination of employment or association to purchase for cash all or any part of his restricted stock at the Fair Market Value of the restricted stock on the date of such termination of employment or association (Fair Market Value shall have the same meaning as it has under paragraph 10 above). The restrictions imposed under Section 17 this paragraph shall apply as well to all shares or other securities issued in respect of restricted stock in connection with any stock split, reverse stock split, stock dividend, recapitalization, reclassification, spin-off, split-off off, merger, consolidation or reorganization, but such restrictions imposed under Section 17 shall expire or terminate on the earliest to occur of the following: (i1) The ninetieth (90th) day after the date on which shares of the same class of Common Stock stock as such restricted stock first become registered pursuant to the Exchange Act Publicly Traded (which term for this purpose has the same meaning as set forth in the Planit has under paragraph 10 above);. (ii2) The fifth sixth (5th6th) anniversary of the date of grant hereof; or. (iii3) As to any shares for which the Company's (or a subsidiary's) ninety (90) day option to purchase upon termination of employment or association shall have become exercisable but shall expire without having been exercised, on the first business day of the calendar month next following the expiration of such ninety (90) day option period. (4) The occurrence of any event or transaction upon which this Option terminated terminates by reason of the provisions of Section 19 paragraph 5 hereof. (c) Unless the shares to be acquired by the Optionee have been registered under the 1933 Act and any other applicable securities laws of any state, all . Any certificates representing evidencing shares of Common Stock purchased upon restricted stock may contain such legends as the exercise of Company may deem necessary or advisable to reflect and give effect to the Option shall bear the following legends:restrictions imposed thereon hereunder.

Restricted Stock Provisions. In addition to certain Federal and state securities laws restrictions, the shares of Common Stock Shares issued on exercise of this Option shall upon issuance be subject to the following restrictions (and, as used herein, “restricted stock” means shares Shares issued on exercise of this Option which are still subject to the restrictions imposed under this Section paragraph that have not yet expired or terminated): (a) 11.1 Such shares Shares of restricted stock may not be sold or otherwise transferred or hypothecated; 11.2 If the employment of the Grantee with the Company or a Subsidiary of the Company is terminated for any reason other than death, normal or early retirement in accordance with Grantee’s employer’s established retirement policies and practices, or Disability, the Company (bor any Subsidiary designated by it) shall have the option for ninety (90) days after such termination of employment (or in the case of restricted stock issued upon exercise of this Option after the date of termination, to the extent permitted herein, for ninety (90) days after the date of exercise) to purchase for cash all or any part of Grantee’s restricted stock at the Fair Market Value of the restricted stock on the date of such termination of employment. The restrictions imposed under Section 17 this paragraph shall apply as well to all shares or other securities issued in respect of restricted stock in connection with any stock split, reverse stock split, stock dividend, recapitalization, reclassification, spin-off, split-off off, merger, consolidation or reorganization, but such restrictions imposed under Section 17 shall expire or terminate on the earliest to occur of the following: (i) The ninetieth (90th) day after the date on which shares of the same class of Common Stock stock as such restricted stock first become registered pursuant to the Exchange Act (which term for this purpose has the same meaning as set forth in the Plan);Publicly Traded. (ii) The fifth tenth (5th10th) anniversary of the date Date of grant hereof; orGrant. Any certificates evidencing Shares of restricted stock may contain such legends as the Company may deem necessary or advisable to reflect and give effect to the restrictions imposed thereon hereunder. (iii) The occurrence 11.3 In addition to the foregoing, upon exercise of all or any event or transaction upon which portion of this Option terminated by reason Option, and as a condition to the issuance of the provisions Shares, the Grantee shall also become a party to, and be bound by, the Amended Shareholders’ Agreement dated effective December 15, 1998 by and among the Company and each of Section 19 hereof. the Company’s shareholders (c) Unless the shares “Shareholders’ Agreement”). The Shareholders’ Agreement includes restrictions on transfer of Shares, optional buy-out rights in the event of death of a Shareholder, and a right of first refusal to be acquired purchase Shares in the event of a proposed voluntary transfer of Shares permitted under the Shareholders’ Agreement. Reference is made to the complete Shareholders’ Agreement for the terms and conditions applicable to the foregoing restrictions, a copy of which is available for inspection by the Optionee have been registered under Grantee during business hours at the 1933 Act and any other applicable securities laws of any state, all certificates representing shares of Common Stock purchased upon the exercise of the Option shall bear the following legends:Company’s principal office.

Restricted Stock Provisions. In addition to certain Federal and state securities laws restrictions, the shares 2 Shares of Common Stock stock issued on exercise of this Option shall upon issuance be subject to the following restrictions (and, as used herein, “"restricted stock” " means shares issued on exercise of this Option which are still subject to the restrictions imposed under this Section paragraph that have not yet expired or terminated): (a) Such shares of restricted stock may not be sold or otherwise transferred or hypothecated; (b) If the employment of the Grantee with the Company or a subsidiary of the Company is terminated for any reason other than his death, normal or early retirement in accordance with his employer's established retirement policies and practices, or total disability, the Company (or any subsidiary designated by it) shall have the option for sixty (60) days after such termination of employment to purchase for cash all or any part of his restricted stock at the lesser of (i) the price paid therefor upon exercise of this Option, or (ii) the Fair Market Value (as defined herein) of the restricted stock on the date of such termination of employment. The restrictions imposed under this Section 17 entitled "Restricted Stock Provisions" shall apply as well to all shares or other securities issued in respect of restricted stock in connection with any stock split, reverse stock split, stock dividend, recapitalization, reclassification, spin-off, split-off off, merger, consolidation or reorganization, but such restrictions imposed under Section 17 shall expire or terminate on the earliest to occur of the following: (i) The ninetieth (90th) day after the date on which shares of the same class of Common Stock stock as such restricted stock first become registered pursuant to the Exchange Act Publicly Traded (which term for this purpose has the same meaning as set forth in the Plandefined herein);. (ii) The fifth tenth (5th10th) anniversary of the date of grant hereof; or. (iii) As to any shares for which the Company's (or a subsidiary's) sixty (60) day option to purchase upon termination of employment shall have become exercisable but shall expire without having been exercised on the first business day of the calendar month next following the expiration of such sixty (60) day option period. (iv) The first business day of the calendar month next following the termination of the Grantee's employment with the Company or a subsidiary because of his death, normal or early retirement in accordance with his employer's established employment policies or practices, or total disability. (v) The occurrence of any event or transaction upon which this Option terminated terminates by reason of the provisions of Section 19 paragraph 5 hereof. (c) Unless the shares to be acquired by the Optionee have been registered under the 1933 Act and any other applicable securities laws of any state, all . Any certificates representing evidencing shares of Common Stock purchased upon restricted stock may contain such legends as the exercise of Company may deem necessary or advisable to reflect and give effect to the Option shall bear the following legends:restrictions imposed thereon hereunder.