Common use of Restricted Stock Provisions Clause in Contracts

Restricted Stock Provisions. In addition to certain federal and state securities laws restrictions, until such time as the Company shall have consummated an initial public offering of its common stock, the shares of Common 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 Section 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 Section 20 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 Shares as such restricted stock first become publicly traded; (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. (d) All certificates representing shares of Common Shares purchased upon the exercise of the Option shall bear the following legends: "THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). ANY TRANSFER OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT."

Restricted Stock Provisions. In addition to certain federal and state securities laws restrictions, until such time as the Company shall have consummated an initial public offering Shares of its common stock, the shares of Common Shares 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;hypothecated except pursuant to Rule 144 or an available exemption under the Securities Act of 1933, as amended, and shall be subject to the following right of first refusal: (i) If the Grantee desires to sell any of his shares pursuant to a bona fide, arm’s length offer from a third party (the “Proposed Transferee”), the Grantee shall submit a written offer (the “Offer”) to sell such shares (the “Offered Shares”) to the Company on the same terms and conditions (including, price) as the Grantee proposes to sell the Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee and the number of Offered Shares proposed to be sold. (ii) If the Company desires to purchase all of the Offered Shares, the Company shall communicate in writing its election to purchase (an “Acceptance”) to the Grantee, which Acceptance shall be delivered in person or mailed to the Grantee within 20 days of the date the Offer was made. (iii) If the Company does not accept the Offer as provided above, the Company may assign its purchase right to holders of its Preferred Stock. (iv) If the Company and/or any purchasing holders of Preferred Stock do not agree to purchase all of the Offered Shares, then, the Offered Shares may be sold by the Grantee at any time within 120 days after the date the Offer was made. Any such sale shall be to the Proposed Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer. Any Offered Shares not sold within such 120-day period shall continue to be subject to the requirements of a prior offer pursuant to this Section 9(a). (b) If Notwithstanding (a) above, if the employment service status of the Optionee Grantee with the Company or a subsidiary of the Company is terminated for any reason, including reason other than his death, disability normal or retirementearly retirement in accordance with his employer’s established retirement policies and practices, or total and permanent disability, the Company (or any subsidiary designated by it) shall have the option for sixty (60) 90 days after such termination of employment to purchase for cash all or any part of his or her restricted stock at the greater of (i) the price paid therefor upon exercise of this Option, or (ii) the Fair Market Value (as defined below) of the restricted stock on the date of such termination termination. The Company’s repurchase right hereunder may be assigned by the Company to the holders of employment (for which purpose Fair Market Value shall have the same meaning as set forth in Company’s Preferred Stock and any other person who may be granted such a right by the Plan); (c) Company. The restrictions imposed under this Section 20 9 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 20 shall expire or terminate on the earliest to occur of the following: (i) The ninetieth (90th) 90th day after the date on which shares of the same class of Common Shares stock as such restricted stock first become publicly traded on a stock exchange or automated quotation system; provided, however, that the Company’s repurchase right shall terminate on the date the Company’s shares become publicly traded; (ii) The fifth (5th) 10th anniversary of the date of grant hereof; (iii) As to any shares for which the Company’s 90-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 90-day option period; (iv) The first business day of the calendar month next following the termination of the Grantee’s service status 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 and permanent disability; or (iiiv) The occurrence of any event or transaction upon which this Option terminated terminates by reason of the provisions of Section 19 5 hereof. (d) All . Any certificates representing evidencing shares of Common Shares purchased upon restricted stock may contain such legends as the exercise Company may deem necessary or advisable to reflect and give effect to the restrictions imposed thereon hereunder. For purposes of this section, Fair Market Value of shares shall be calculated on the basis of the Option shall bear closing price of stock of that class, on the following legends: "THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933date of termination of service status with the Company (or, AS AMENDED if such day is not a trading day in the U.S. securities markets, on the nearest preceding trading day), as reported with respect to the market (THE "ACT"). ANY TRANSFER OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACTor the composite of the markets, if more than one) in which such shares are then traded, or if no such closing prices are reported, on the basis of the lowest independent offer quotation reported therefor for that day in Level 2 of NASDAQ, or if no such quotations are reported, on the basis of the most nearly comparable valuation method as determined by the Company’s Board of Directors."

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 stockCommon Shares, the shares of Common 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 other than his or her death, disability normal or retirementearly retirement in accordance with his or her 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 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 Section 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 Section 20 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 Shares as such restricted stock first become publicly traded; (ii) The fifth (5th) anniversary of the date of grant hereof; (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; or (iiiiv) The occurrence of any event or transaction upon which this Option terminated by reason of the provisions of Section 19 hereof. (d) All certificates representing shares of Common Shares purchased upon the exercise of the Option shall bear the following legends: "“THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”). ANY TRANSFER OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT."”

Restricted Stock Provisions. In addition to certain federal and state securities laws restrictions, until such time as the Company shall have consummated an initial public offering of its common stock, the shares of Common 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 other than his or her death, disability normal or retirementearly retirement in accordance with his or her 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 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 Section 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 Section 20 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 Shares as such restricted stock first become publicly traded; (ii) The fifth (5th) anniversary of the date of grant hereof; (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; or (iiiiv) The occurrence of any event or transaction upon which this Option terminated by reason of the provisions of Section 19 hereof. (d) All certificates representing shares of Common Shares purchased upon the exercise of the Option shall bear the following legends: "“THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”). ANY TRANSFER OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT."”