Common use of RESTRICTIONS ON SALE OR OTHER TRANSFER Clause in Contracts

RESTRICTIONS ON SALE OR OTHER TRANSFER. Each share of stock issued to Grantee pursuant to this Agreement shall be subject to forfeiture to the Company and each share may not be sold or otherwise transferred except pursuant to the following provisions: (a) The shares shall be held in book entry form with the Company’s transfer agent until the restrictions set forth herein lapse in accordance with the provisions of Section 4 or until the shares are forfeited pursuant to paragraph (c) of this Section 3. (b) No such shares may be sold, transferred or otherwise alienated or hypothecated so long as such shares are subject to the restriction provided for in this Agreement. (c) All of Grantee’s restricted stock remaining subject to any restriction hereunder shall be forfeited to, and be acquired at no cost by, the Company in the event that the Committee determines that any of the following circumstances has occurred: (i) Grantee has engaged in knowing and willful misconduct in connection with his service as a member of the Board; (ii) Grantee, without the consent of the Committee, at any time during his period of service as a member of the Board, becomes a principal of, serves as a director of, or owns a material interest in, any business that directly or through a controlled subsidiary competes with the Company or any Subsidiary; or (iii) Grantee does not stand for re-election to, or voluntarily quits or resigns from, the Board for any reason, except under circumstances that would cause such restrictions to lapse under Section 4.

RESTRICTIONS ON SALE OR OTHER TRANSFER. Each share of stock issued RSU awarded to Grantee pursuant to this Agreement shall be subject to forfeiture to the Company and each share RSU may not be sold or otherwise transferred except pursuant to the following provisions: (a) The shares RSUs shall be held in book entry form with by the Company’s transfer agent Company until (1) the restrictions set forth herein lapse in accordance with the provisions of Section 4 4, at which time the RSUs will be converted to Shares, or (2) until the shares RSUs are forfeited pursuant to paragraph (cSection 3(c) of this Section 3hereof. (b) No such shares RSUs may be sold, transferred or otherwise alienated or hypothecated so long as such shares RSUs are subject to the restriction restrictions provided for in this Agreement. (c) All of Grantee’s restricted stock RSUs remaining subject to any restriction hereunder shall be forfeited to, and be acquired at no cost by, the Company in the event that the Committee determines that any of the following circumstances has occurred: (i) Grantee has engaged in knowing and willful misconduct in connection with his service as a member of the Board; (ii) Grantee, without the consent of the Committee, at any time during his period of service as a member of the Board, becomes a principal of, serves as a director of, or owns a material interest in, any business that directly or through a controlled subsidiary competes with the Company or any Subsidiary; or (iii) Grantee does not stand for re-election to, or voluntarily quits or resigns from, the Board for any reason, except under circumstances that would cause such restrictions to lapse under Section 4.

RESTRICTIONS ON SALE OR OTHER TRANSFER. Each share of stock Restricted Unit Award issued to Grantee pursuant to this Agreement shall be subject to forfeiture to the Company and each share may not be sold or otherwise transferred except pursuant to the following provisions: (a) The shares Restricted Units shall be held in book entry form with the Company’s transfer agent have no value until the restrictions set forth herein lapse in accordance with the provisions of Section 4 or until the shares units are forfeited pursuant to paragraph (c) of this Section 3. (b) No such shares units may be sold, transferred or otherwise alienated or hypothecated so long as such shares are subject to the restriction provided for in this Agreementhypothecated. (c) All of Grantee’s restricted stock Restricted Units remaining subject to any restriction hereunder shall be forfeited to, and be acquired at no cost bycost, the Company in the event that the Committee determines that any of the following circumstances has occurred: (i) Grantee has engaged in knowing and willful misconduct in connection with his service as a member of the Board; (ii) Grantee, without the consent of the Committee, at any time during his period of service as a member of the Board, becomes a principal of, serves as a director of, or owns a material interest in, any business that directly or through a controlled subsidiary competes with the Company or any Subsidiary; or (iii) Grantee does not stand for re-election to, or voluntarily quits or resigns from, the Board for any reason, except under circumstances that would cause such restrictions to lapse under Section 4.

RESTRICTIONS ON SALE OR OTHER TRANSFER. Each share of stock issued to Grantee pursuant to this Agreement shall be subject to forfeiture to the Company and each share may not be sold or otherwise transferred except pursuant to the following provisions: (a) The shares shall be held in book entry form with the Company’s transfer agent until the restrictions set forth herein lapse in accordance with the provisions of Section 4 or until the shares are forfeited pursuant to paragraph (c) of this Section 3. (b) No such shares may be sold, transferred or otherwise alienated or hypothecated so long as such shares are subject to the restriction provided for in this Agreement. (c) All of Grantee’s restricted stock Restricted Stock remaining subject to any restriction hereunder shall be forfeited to, and be acquired at no cost by, the Company in the event that the Committee determines that any of the following circumstances has occurred: (i) Grantee has engaged in knowing and willful misconduct in connection with his service as a member of the Board; (ii) Grantee, without the consent of the Committee, at any time during his period of service as a member of the Board, becomes a principal of, serves as a director of, or owns a material interest in, any business that directly or through a controlled subsidiary competes with the Company or any Subsidiary; or (iii) Grantee does not stand for re-election to, or voluntarily quits or resigns from, the Board for any reason, except under circumstances that would cause such restrictions to lapse under Section 4.

RESTRICTIONS ON SALE OR OTHER TRANSFER. Each share of stock Stock Unit Award issued to Grantee pursuant to this Agreement shall be subject to forfeiture to the Company and each share may not be sold or otherwise transferred except pursuant to the following provisions: (a) The shares Stock Units shall be held in book entry form with the Company’s transfer agent have no value until the restrictions set forth herein lapse in accordance with the provisions of Section 4 or until the shares units are forfeited pursuant to paragraph (c) of this Section 3. (b) No such shares units may be sold, transferred or otherwise alienated or hypothecated so long as such shares are subject to the restriction provided for in this Agreementhypothecated. (c) All of Grantee’s restricted stock Stock Units remaining subject to any restriction hereunder shall be forfeited to, and be acquired at no cost bycost, the Company in the event that the Committee determines that any of the following circumstances has occurred: (i) Grantee has engaged in knowing and willful misconduct in connection with his service as a member of the Board; (ii) Grantee, without the consent of the Committee, at any time during his period of service as a member of the Board, becomes a principal of, serves as a director of, or owns a material interest in, any business that directly or through a controlled subsidiary competes with the Company or any Subsidiary; or (iii) Grantee does not stand for re-election to, or voluntarily quits or resigns from, the Board for any reason, except under circumstances that would cause such restrictions to lapse under Section 4.

RESTRICTIONS ON SALE OR OTHER TRANSFER. Each share of stock issued RSU awarded to Grantee pursuant to this Agreement shall be subject to forfeiture to the Company and each share RSU may not be sold or otherwise transferred except pursuant to the following provisions: (a) The shares RSUs shall be held in book entry form with by the Company’s transfer agent Company until (1) the restrictions set forth herein lapse in accordance with the provisions of Section 4 4, at which time the RSUs will be converted to Shares, or until (2) the shares RSUs are forfeited pursuant to paragraph (cSection 3(c) of this Section 3hereof. (b) No such shares RSUs may be sold, transferred or otherwise alienated or hypothecated so long as such shares RSUs are subject to the restriction restrictions provided for in this Agreement. (c) All of Grantee’s restricted stock RSUs remaining subject to any restriction hereunder shall be forfeited to, and be acquired at no cost by, the Company in the event that the Committee determines that any of the following circumstances has occurred: (i) Grantee has engaged in knowing and willful misconduct in connection with his service as a member of the Board; (ii) Grantee, without the consent of the Committee, at any time during his period of service as a member of the Board, becomes a principal of, serves as a director of, or owns a material interest in, any business that directly or through a controlled subsidiary competes with the Company or any Subsidiary; or (iii) Grantee does not stand for re-election to, or voluntarily quits or resigns from, the Board for any reason, except under circumstances that would cause such restrictions to lapse under Section 4.