Common use of Restrictions on Transfer and Escrow of Unvested Awarded Shares; Delivery of Vested Shares; Stockholder Rights Clause in Contracts

Restrictions on Transfer and Escrow of Unvested Awarded Shares; Delivery of Vested Shares; Stockholder Rights. The Executive hereby agrees to the following conditions: (a) Awarded Shares which are not yet vested may not be sold, hypothecated or otherwise disposed of by the Executive or anyone claiming through him; provided, however, that Awarded Shares may be transferred by the Executive, either directly or in trust, to one or more members of Executive's Family, or to a family partnership or other entity for the exclusive benefit of one or more members of Executive's Family if and only to the extent that (i) the Executive notifies the Committee in writing of his desire to transfer Awarded Shares and the Committee does not within thirty (30) days of such notification advise the Executive in writing that such transfer will not be allowed and (ii) such Family member or trust or family partnership for the benefit thereof executes an agreement to be subject to all of the terms and conditions of this Agreement. (b) Awarded Shares which are not yet vested shall be held in escrow by the Issuer. Upon the vesting of any Awarded Shares pursuant to Section 2.2 and the satisfaction of all obligations imposed by Section 2.1, the Issuer shall promptly cause a certificate to be issued for the Awarded Shares (or portion thereof which has vested) and shall deliver such certificate to the Executive or his permitted transferee(s) pursuant to Section 2.3(a). (c) Subject to the terms hereof, the Executive shall have all the rights of a stockholder with respect to the Awarded Shares while they are held in escrow, and prior to their forfeiture pursuant to Section 2.2, including without limitation, the right to vote the Awarded Shares, except as provided in (d) below. (d) Any dividends declared and paid with respect to the Awarded Shares while they are held in escrow, and prior to their forfeiture pursuant to Section 2.2, shall not be paid to the Executive but shall instead be automatically reinvested in shares of Stock at the Fair Market Value of a share of Stock on the date of such dividend payment, and such additional shares of Stock shall be deemed additional Awarded Shares (granted, for purposes of Section 2.2 only, on the Date of Grant) and shall be subject to the forfeiture and other provisions of Section 2.2 and this Section 2.3.

Restrictions on Transfer and Escrow of Unvested Awarded Shares; Delivery of Vested Shares; Stockholder Rights. The Executive Award Recipient hereby agrees to the following conditions: (a) Awarded Shares which are not yet vested may not be sold, hypothecated or otherwise disposed of by the Executive Award Recipient or anyone claiming through him; provided, however, that Awarded Shares may be transferred by the Executive, either directly him or in trust, to one or more members of Executive's Family, or to a family partnership or other entity for the exclusive benefit of one or more members of Executive's Family if and only to the extent that (i) the Executive notifies the Committee in writing of his desire to transfer Awarded Shares and the Committee does not within thirty (30) days of such notification advise the Executive in writing that such transfer will not be allowed and (ii) such Family member or trust or family partnership for the benefit thereof executes an agreement to be subject to all of the terms and conditions of this Agreementher. (b) Awarded Shares which are not yet vested shall be held in escrow by the IssuerCompany. Upon the vesting of any Awarded Shares pursuant to Section 2.2 and 2.2, the satisfaction of all obligations imposed by Company shall, subject to Section 2.1, the Issuer shall promptly cause a certificate to be issued for the aggregate number of Awarded Shares (or portion thereof which has vested) have become vested and shall deliver such certificate to the Executive or his permitted transferee(s) pursuant to Section 2.3(a)Award Recipient. (c) Subject to the terms hereof, the Executive Award Recipient shall have all the rights of a stockholder shareholder with respect to the Awarded Shares while they are held in escrow, escrow and prior to their forfeiture pursuant to Section 2.22.3, including including, without limitation, the right to vote the Awarded Shares, except as provided in (d) belowShares and receive any dividends thereon. (d) Any dividends declared and paid with stock certificates issued in respect to of a Restricted Stock Award shall be registered in the Awarded Shares while they are held in escrowname of the Award Recipient and, and prior to their forfeiture unless otherwise determined by the Committee established pursuant to Section 2.23 of the Plan (the “Committee”), deposited by the Award Recipient, together with a stock power endorsed in blank (in the form as attached hereto or such other form as shall not be paid acceptable to the Executive but Company), with the Company (or its designee). After the expiration of the applicable restriction periods, the Company (or its designee) shall instead be automatically reinvested deliver the certificates no longer subject to such restrictions to the Award Recipient or, if the Award Recipient has died, to the beneficiary designated by the Award Recipient, in shares a manner determined by the Committee, to receive amounts due or exercise rights of Stock at the Fair Market Value Award Recipient in the event of a share the Award Recipient’s death (the “Designated Beneficiary”). In the absence of Stock on an effective designation by an Award Recipient, the date of such dividend payment, and such additional shares of Stock Designated Beneficiary shall be deemed additional Awarded Shares (granted, for purposes of Section 2.2 only, on the Date of Grant) and shall be subject to the forfeiture and other provisions of Section 2.2 and this Section 2.3Award Recipient’s estate.

Restrictions on Transfer and Escrow of Unvested Awarded Shares; Delivery of Vested Shares; Stockholder Rights. The Executive hereby agrees to the following conditions: (a) Awarded Shares which are not yet vested may not be sold, hypothecated or otherwise disposed of by the Executive or anyone claiming through him; provided, however, that Awarded Shares may be transferred by the Executive, either directly or in trust, to one or more members of Executive's Family, or to a family partnership or other entity for the exclusive benefit of one or more members of Executive's Family if and only to the extent that (i) the Executive notifies the Committee in writing of his desire to transfer Awarded Shares and the Committee does not within thirty (30) days of such notification advise the Executive in writing that such transfer will not be allowed and (ii) such Family member or trust or family partnership for the benefit thereof executes an agreement agreement, in form and substance satisfactory to the Committee, to be subject to all of the terms and conditions of this AgreementAgreement including, without limitation, the restrictions to which the Awarded Shares were subject prior to such transfer. (b) Awarded Shares which are not yet vested shall be held in escrow by the Issuer. Upon the vesting of any Awarded Shares pursuant to Section 2.2 and the satisfaction of all obligations imposed by Section 2.1, obligations 2.1 the Issuer shall promptly cause a certificate to be issued for the Awarded Shares (or portion thereof which has vested) and shall deliver such certificate to the Executive or his permitted transferee(s) pursuant to Section 2.3(a). (c) Subject to the terms hereof, the Executive shall have all the rights of a stockholder with respect to the Awarded Shares while they are held in escrow, and prior to their forfeiture pursuant to Section 2.2, including without limitation, the right to vote the Awarded Shares, except as provided in (d) below. (d) Any dividends declared and paid with respect to the Awarded Shares while they are held in escrow, and prior to their forfeiture pursuant to Section 2.2, shall not be paid to the Executive but shall instead be automatically reinvested in shares of Stock at the Fair Market Value of a share of Stock on the date of such dividend payment, and such additional shares of Stock shall be deemed additional Awarded Shares (granted, for purposes of Section 2.2 only, on the Date of Grant) and shall be subject to the forfeiture and other provisions of Section 2.2 and this Section 2.3.