Common use of Restrictions on the Stock Clause in Contracts

Restrictions on the Stock. All shares of Stock received by you pursuant to this Agreement (including any shares received with respect to shares of Stock as a result of stock dividends, stock splits or any other form of recapitalization) shall be subject to the following restrictions which are also set forth in the Plan: (a) The shares of Stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered until the restrictions set forth in Section 3(b) lapse and are removed and the shares have vested as provided in Section 3(d), and any additional requirements or restrictions contained in this Agreement or in the Plan have been satisfied, terminated or expressly waived by the Company in writing. (b) If your service as a director of the Company is terminated for any reason other than your death or total disability, the Company shall have the right and option to purchase from you any or all of the shares of Stock which are, at the date of such termination of service, still subject to the vesting restrictions set forth in the Plan and Section 3(d) at the per share purchase price paid by you for such Stock. (c) If your service as a director of the Company is terminated because of death or total disability, all restrictions imposed upon the Stock shall lapse and be removed (and the Stock shall become fully vested) upon such termination of service. (d) The restrictions imposed under Section 3(b) shall lapse and be removed (and the Stock shall vest) in accordance with the following rules: (i) Subject to the provisions of Subparagraphs (ii) and (iii) below, as of the date of each of the next three regular annual meetings of stockholders of the Company at which directors are to be elected following the Grant Date, the restrictions imposed under Section 3(b) shall lapse and be removed with respect to ___ of the shares of the Stock. (ii) If your service as a director of the Company is terminated because of death or total disability, the restrictions imposed under

Restrictions on the Stock. All shares of Stock received by you pursuant to this Agreement (including any shares received with respect to shares of Stock as a result of stock dividends, stock splits or any other form of recapitalization) shall be subject to the following restrictions which are also set forth in the Plan: (a) The shares of Stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered until the restrictions set forth in Section 3(b) lapse and are removed and the shares have vested as provided in Section 3(d), and any additional requirements or restrictions contained in this Agreement or in the Plan have been satisfied, terminated or expressly waived by the Company in writing. (b) If your service as a director of the Company is terminated for any reason other than your death or total disability, you shall forfeit to the Company shall have the right and option to purchase from you any or all of the shares of Stock which are, at the date of such termination of service, still subject to the vesting restrictions set forth in the Plan and Section 3(d) at ), and the Company shall pay to you the amount per share purchase price share, if any, paid by you for such Stock. (c) If your service as a director of the Company is terminated because of death or total disability, all restrictions imposed upon the Stock shall lapse and be removed (and the Stock shall become fully vested) as to all shares of the Stock upon such termination of service. (d) The restrictions imposed under Section 3(b) shall lapse and be removed (and the Stock shall vest) in accordance with the following rules: (i) Subject to the provisions of Subparagraphs (ii) and (iii) below, as of the date of each of the next three regular annual meetings of stockholders of the Company at which directors are to be elected following the Grant Date, the restrictions imposed under Section 3(b) shall lapse and be removed with respect to ___ 1,800 of the shares of the Stock. (ii) If your service as a director of the Company is terminated because of death or total disability, the restrictions imposed under

Restrictions on the Stock. All shares of Any Stock received by you pursuant to this Agreement (including any shares received with respect to shares of Stock as a result of stock dividends, stock splits or any other form of recapitalization) shall be subject to the following restrictions which are also set forth in the Planrestrictions: (a) The shares of Stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered until the these restrictions set forth in Section 3(b) lapse and are removed and the shares have vested as provided in Section 3(d)removed, and any additional requirements or restrictions contained in this Agreement or in the Plan have been satisfied, terminated or expressly waived by the Company in writing. (b) The restrictions imposed under Paragraph (a) above shall lapse and be removed (and all shares of the Stock shall vest) as of [Insert Vesting Schedule]. (c) If your service as a director of the Company is terminated for any reason other than your death or total disabilityTotal Disability, all of your rights to Stock not vested at the time of termination shall immediately terminate and all unvested Stock, if any, shall be returned to the Company shall have the right and option to purchase from you any or all of the shares of Stock which are, at the date of such termination of service, still subject to the vesting restrictions set forth in the Plan and Section 3(d) at the per share purchase price paid by you for such Stockforthwith. (cd) If you terminate your service as a director of the Company is terminated because of death or total disabilityTotal Disability, all the restrictions imposed upon the Stock shall lapse and be removed (and all shares of the Stock shall become fully vested) upon such termination of service. (de) The In the event of a Change in Control, the restrictions imposed under Section 3(bParagraph (a) above upon the Stock shall lapse and be removed (and all shares of the Stock shall vestbecome fully vested) in accordance with the following rules: (i) Subject to the provisions of Subparagraphs (ii) and (iii) below, as of the date of each such Change in Control. In order to enforce the foregoing restrictions, the Board may (i) require that the certificates representing the shares of Stock remain in the next three regular annual meetings of stockholders physical custody of the Company at which directors are or in book entry until any or all of such restrictions expire or have been removed, and (ii) may cause a legend or legends to be elected following placed on the Grant Date, certificates which make appropriate reference to the restrictions imposed under Section 3(b) shall lapse and be removed with respect to ___ of the shares of the StockPlan. (ii) If your service as a director of the Company is terminated because of death or total disability, the restrictions imposed under

Restrictions on the Stock. All shares of Stock received by you pursuant to this Agreement (including any shares received with respect to shares of Stock as a result of stock dividends, stock splits or any other form of recapitalization) shall be subject to the following restrictions which are also set forth in the Plan: (a) The shares of Stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered until the restrictions set forth in Section 3(b) lapse and are removed and the shares have vested as provided in Section 3(d), and any additional requirements or restrictions contained in this Agreement or in the Plan have been satisfied, terminated or expressly waived by the Company in writing. (b) If your service as a director of the Company is terminated for any reason other than your death or total disability, you shall forfeit to the Company shall have the right and option to purchase from you any or all of the shares of Stock which are, at the date of such termination of service, still subject to the vesting restrictions set forth in the Plan and Section 3(d) at ), and the Company shall pay to you the amount per share purchase price share, if any, paid by you for such Stock. (c) If your service as a director of the Company is terminated because of death or total disability, all restrictions imposed upon the Stock shall lapse and be removed (and the Stock shall become fully vested) as to all shares of the Stock upon such termination of service. (d) The restrictions imposed under Section 3(b) shall lapse and be removed (and the Stock shall vest) in accordance with the following rules: (i) Subject to the provisions of Subparagraphs (ii) and (iii) below, as of the date of each of the next three regular annual meetings of stockholders of the Company at which directors are to be elected following the Grant Date, the restrictions imposed under Section 3(b) shall lapse and be removed with respect to ___ 2,400 of the shares of the Stock. (ii) If your service as a director of the Company is terminated because of death or total disability, the restrictions imposed underunder Section 3(b) upon the Stock shall lapse and be removed (and the Stock shall become fully vested) as to all shares of the Stock as of the date of such termination. (iii) In the event of a Change in Control, the restrictions imposed under Section 3(b) upon the Stock shall lapse and be removed (and the Stock shall become fully vested) as to all shares of the Stock as of the date of such Change in Control. In order to enforce the foregoing restrictions, the Board may (i) require that the certificates representing the shares of Stock remain in the physical custody of the Company or in book entry until any or all of such restrictions expire or have been removed, and (ii) may cause a legend or legends to be placed on the certificates which make appropriate reference to the restrictions imposed under the Plan. As used herein, the term "total disability" shall mean the inability, by reason of mental or physical illness or accident, to perform the duties of a director of the Company, which disability is expected to continue for a period of at least twelve (12) months. Any determination as to the date and extent of any disability shall be made by the Board upon the basis of such information as the Board deems necessary or desirable.