Common use of Restrictions on Transfer of Common Stock Clause in Contracts

Restrictions on Transfer of Common Stock. (a) In order to induce the Company to accelerate the vesting of the Options and Restricted Stock hereunder, the Employee agrees that, notwithstanding anything to the contrary in the applicable option agreement or restricted stock agreement or in the Employment Agreement, during the term of the Employee’s employment with the Company the Employee will not, without the prior written consent of the Company, offer, sell, contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Employee or any person in privity with the Employee), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, with respect to (i) any shares of Common Stock issuable upon exercise of the Options (the “Option Shares”) or (ii) any shares of Employee Stock (together with the Option Shares, the “Vested Shares”), or publicly announce an intention to effect any such transaction, for a period of five (5) years after the date of this Agreement, except as permitted by paragraphs (b) and/or (c) below. (b) Notwithstanding the foregoing, the Employee shall be entitled to sell up to 20% (but not more than 20%) of such Vested Shares (after deducting any shares to satisfy tax withholding pursuant to Section 4 below) in any calendar year during the period from January 1, 2008 through December 31, 2012, provided that (i) to the extent the Employee sells less than 20% of the Vested Shares (after deducting any shares to satisfy tax withholding pursuant to Section 4 below) in any such calendar year, the Employee shall be entitled in subsequent years to sell an amount equal to the difference between 20% and the percentage actually sold in such calendar year (in addition to the amount the Employee would otherwise be entitled to sell in such subsequent year); and (ii) the Employee shall be entitled to sell all such Vested Shares at any time on or after January 1, 2013, subject to applicable law, regulation or stock exchange rule. By way of example, if the Employee does not sell any Vested Shares in calendar year 2008, the Employee shall be entitled to sell up to 40% of the Vested Shares (after deducting any shares to satisfy tax withholding pursuant to Section 4 below) in Calendar year 2009. If the Employee then does not sell any Vested Shares in calendar year 2009, the Employee shall be entitled to sell up to 60% of the Vested Shares (after deducting any shares to satisfy tax withholding pursuant to Section 4 below) in calendar year 2010. (c) The restrictions on transfer of Vested Shares in paragraphs (a) and (b) above shall not apply to the transfer of any Vested Shares either during the Employee’s lifetime or on death, by gift, will or intestate succession, to an immediate family of the Employee or to transfers to a trust the beneficiaries of which are exclusively the Employee and/or a member or members of the Employee’s immediate family; provided, however, that in any transfer pursuant to this clause it shall be a condition to such transfer that (i) the transferee executes and delivers to the Company an agreement in form satisfactory to the Company in its sole discretion stating that the transferee is receiving and holding the Vested Shares subject to the provisions of this Agreement, and there shall be no further transfer of such Vested Shares except in accordance with this Agreement, (ii) no filing by any party (donor, donee, transferor or transferee) under the Exchange Act, shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D-A or 13G-A) made after the expiration of the five-year period referred to in paragraph (a) above) and (iii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act) to make, and shall agree not to make voluntarily, any public announcement of the transfer or disposition. (d) Employee further agrees that any subsequent resale or distribution of the Vested Shares by the Employee shall be made only in accordance with the Securities Act, the Exchange Act, and any other applicable law. (e) The restrictions on transfer of Vested Shares in paragraphs (a) and (b) of this Section 2 shall lapse upon the first to occur of (i) a termination of the Employee’s employment with the Company, (ii) a Change of Control Event (as defined in the Plan) and/or (iii) a tender for all of the Company’s issued and outstanding shares of Common Stock.

Restrictions on Transfer of Common Stock. (a) In order to induce the Company to accelerate the granting and vesting of the Options and Restricted Stock hereunder, the Employee Executive agrees that, notwithstanding anything to the contrary in the applicable option agreement or restricted stock agreement or in the Employment Agreement, during the term of the EmployeeExecutive’s employment with the Company the Employee Executive will not, without the prior written consent of the Company, offer, sell, transfer, contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Employee Executive or any person in privity with the EmployeeExecutive), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, with respect to (i) any shares of Common Stock issuable upon exercise of the Options (the “Option Shares”) or (ii) any shares of Employee Stock (together with the Option Shares, the “Vested Shares”)Stock, or publicly announce an intention to effect any such transaction, for a period of five (5) years after the date of this Agreement, except as permitted by paragraphs (b) and/or (c) below. (b) Notwithstanding the foregoing, the Employee Executive shall be entitled to sell up to 20% (but not more than 20%) of such shares of Vested Shares Stock (after deducting any shares to satisfy tax withholding pursuant to Section 4 below) in any calendar year during the period from January 1, 2008 through December 31, 2012, provided that (i) to the extent the Employee Executive sells less than 20% of the shares of Vested Shares Stock (after deducting any shares to satisfy tax withholding pursuant to Section 4 below) in any such calendar year, the Employee Executive shall be entitled in subsequent years to sell an amount equal to the difference between 20% and the percentage actually sold in such calendar year (in addition to the amount the Employee Executive would otherwise be entitled to sell in such subsequent year); and (ii) the Employee Executive shall be entitled to sell all such Vested Shares Stock at any time on or after January 1, 2013, subject to applicable law, regulation or stock exchange rule. By way of example, if the Employee Executive does not sell any shares of Vested Shares Stock in calendar year 2008, the Employee Executive shall be entitled to sell up to 40% of the shares of Vested Shares Stock (after deducting any shares to satisfy tax withholding pursuant to Section 4 below) in Calendar calendar year 2009. If the Employee Executive then does not sell any shares of Vested Shares Stock in calendar year 2009, the Employee Executive shall be entitled to sell up to 60% of the shares of Vested Shares Stock (after deducting any shares to satisfy tax withholding pursuant to Section 4 below) in calendar year 2010. (c) The restrictions on transfer of Vested Shares Stock in paragraphs (a) and (b) above shall not apply to the transfer of any shares of Vested Shares Stock either during the EmployeeExecutive’s lifetime or on death, by gift, will or intestate succession, to an immediate family of the Employee Executive or to transfers to a trust the beneficiaries of which are exclusively the Employee Executive and/or a member or members of the EmployeeExecutive’s immediate family; provided, however, that in any transfer pursuant to this clause it shall be a condition to such transfer that (i) the transferee executes and delivers to the Company an agreement in form satisfactory to the Company in its sole discretion stating that the transferee is receiving and holding the Vested Shares Stock subject to the provisions of this Agreement, and there shall be no further transfer of such Vested Shares Stock except in accordance with this Agreement, (ii) no filing by any party (donor, donee, transferor or transferee) under the Exchange Act, shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D-A or 13G-A) made after the expiration of the five-year period referred to in paragraph (a) above) and (iii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act) to make, and shall agree not to make voluntarily, any public announcement of the transfer or disposition. (d) Employee The Executive further agrees that any subsequent resale or distribution of the Vested Shares Stock by the Employee Executive shall be made only in accordance with the Securities Act, the Exchange Act, and any other applicable law. (e) The restrictions on transfer of Vested Shares Stock in paragraphs (a) and (b) of this Section 2 shall lapse upon the first to occur of (i) a termination of the EmployeeExecutive’s employment with the Company, (ii) a Change of Control Event of the Company (as defined in the PlanEmployment Agreement) and/or (iii) a tender for all of the Company’s issued and outstanding shares of Common Stock.

Restrictions on Transfer of Common Stock. (a) In order to induce exchange for the Company to accelerate the vesting of the Options and Restricted Stock hereunderaward set forth in Section 2 above, the Employee Executive agrees that, notwithstanding anything to the contrary in the applicable option agreement or restricted stock agreement or in the Employment Agreement, during the term of the EmployeeExecutive’s employment with the Company the Employee Executive will not, without the prior written consent of the Company, offer, sell, transfer, contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Employee Executive or any person in privity with the EmployeeExecutive), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, with respect to (i) any shares of Common Stock issuable upon exercise of the Options (the “Option Shares”) or (ii) any shares of Employee Stock (together with the Option Shares, the “Vested Shares”)Stock, or publicly announce an intention to effect any such transaction, for a period of five three (53) years after the date of this Agreement, except to satisfy tax withholding or as otherwise permitted by paragraphs (b) and/or (c) below. (b) Notwithstanding the foregoing, the Employee shall be entitled to sell up to 20% (but not more than 20%) of such Vested Shares (after deducting any shares to satisfy tax withholding pursuant to Section 4 below) in any calendar year during the period from January 1, 2008 through December 31, 2012, provided that (i) to the extent the Employee sells less than 20% of the Vested Shares (after deducting any shares to satisfy tax withholding pursuant to Section 4 below) in any such calendar year, the Employee shall be entitled in subsequent years to sell an amount equal to the difference between 20% and the percentage actually sold in such calendar year (in addition to the amount the Employee would otherwise be entitled to sell in such subsequent year); and (ii) the Employee shall be entitled to sell all such Vested Shares at any time on or after January 1, 2013, subject to applicable law, regulation or stock exchange rule. By way of example, if the Employee does not sell any Vested Shares in calendar year 2008, the Employee shall be entitled to sell up to 40% of the Vested Shares (after deducting any shares to satisfy tax withholding pursuant to Section 4 below) in Calendar year 2009. If the Employee then does not sell any Vested Shares in calendar year 2009, the Employee shall be entitled to sell up to 60% of the Vested Shares (after deducting any shares to satisfy tax withholding pursuant to Section 4 below) in calendar year 2010. (c) The restrictions on transfer of Vested Shares Stock in paragraphs (a) and (b) above shall not apply to the transfer of any shares of Vested Shares Stock either during the EmployeeExecutive’s lifetime or on death, by gift, will or intestate succession, to an immediate family of the Employee Executive or to transfers to a trust the beneficiaries of which are exclusively the Employee Executive and/or a member or members of the EmployeeExecutive’s immediate family; provided, however, that in any transfer pursuant to this clause it shall be a condition to such transfer that (i) the transferee executes and delivers to the Company an agreement in form satisfactory to the Company in its sole discretion stating that the transferee is receiving and holding the Vested Shares Stock subject to the provisions of this Agreement, and there shall be no further transfer of such Vested Shares Stock except in accordance with this Agreement, (ii) no filing by any party (donor, donee, transferor or transferee) under the Exchange Act, shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D-A or 13G-A) made after the expiration of the fivethree-year period referred to in paragraph (a) above) and (iii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act) to make, and shall agree not to make voluntarily, any public announcement of the transfer or disposition. (dc) Employee The Executive further agrees that any subsequent resale or distribution of the Vested Shares Stock by the Employee Executive shall be made only in accordance with the Securities Act, the Exchange Act, and any other applicable law. (ed) The restrictions on transfer of Vested Shares Stock in paragraphs (a) and (b) of this Section 2 3 shall lapse upon the first to occur of (i) a termination of the EmployeeExecutive’s employment with the Company, (ii) a Change of Control Event of the Company (as defined in the PlanEmployment Agreement) and/or (iii) a tender for all of the Company’s issued and outstanding shares of Common Stock.

Restrictions on Transfer of Common Stock. (a) In order to induce the Company to accelerate the vesting of the Options and the granting and/or vesting of the Restricted Stock hereunder, the Employee agrees that, notwithstanding anything to the contrary in the applicable option agreement or restricted stock agreement or in the Employment Agreement, during the term of the Employee’s employment with the Company the Employee will not, without the prior written consent of the Company, offer, sell, contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Employee or any person in privity with the Employee), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, with respect to (i) any shares of Common Stock issuable upon exercise of the Options (the “Option Shares”) or (ii) any shares of Employee Stock (together with the Option Shares, the “Vested Shares”), or publicly announce an intention to effect any such transaction, for a period of five (5) years after the date of this Agreement, except as permitted by paragraphs (b) and/or (c) below. (b) Notwithstanding the foregoing, the Employee shall be entitled to sell up to 20% (but not more than 20%) of such Vested Shares (after deducting any shares to satisfy tax withholding pursuant to Section 4 below) in any calendar year during the period from January 1, 2008 through December 31, 2012, provided that (i) to the extent the Employee sells less than 20% of the Vested Shares (after deducting any shares to satisfy tax withholding pursuant to Section 4 below) in any such calendar year, the Employee shall be entitled in subsequent years to sell an amount equal to the difference between 20% and the percentage actually sold in such calendar year (in addition to the amount the Employee would otherwise be entitled to sell in such subsequent year); and (ii) the Employee shall be entitled to sell all such Vested Shares at any time on or after January 1, 2013, subject to applicable law, regulation or stock exchange rule. By way of example, if the Employee does not sell any Vested Shares in calendar year 2008, the Employee shall be entitled to sell up to 40% of the Vested Shares (after deducting any shares to satisfy tax withholding pursuant to Section 4 below) in Calendar year 2009. If the Employee then does not sell any Vested Shares in calendar year 2009, the Employee shall be entitled to sell up to 60% of the Vested Shares (after deducting any shares to satisfy tax withholding pursuant to Section 4 below) in calendar year 2010. (c) The restrictions on transfer of Vested Shares in paragraphs (a) and (b) above shall not apply to the transfer of any Vested Shares either during the Employee’s lifetime or on death, by gift, will or intestate succession, to an immediate family of the Employee or to transfers to a trust the beneficiaries of which are exclusively the Employee and/or a member or members of the Employee’s immediate family; provided, however, that in any transfer pursuant to this clause it shall be a condition to such transfer that (i) the transferee executes and delivers to the Company an agreement in form satisfactory to the Company in its sole discretion stating that the transferee is receiving and holding the Vested Shares subject to the provisions of this Agreement, and there shall be no further transfer of such Vested Shares except in accordance with this Agreement, (ii) no filing by any party (donor, donee, transferor or transferee) under the Exchange Act, shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D-A or 13G-A) made after the expiration of the five-year period referred to in paragraph (a) above) and (iii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act) to make, and shall agree not to make voluntarily, any public announcement of the transfer or disposition. (d) Employee further agrees that any subsequent resale or distribution of the Vested Shares by the Employee shall be made only in accordance with the Securities Act, the Exchange Act, and any other applicable law. (e) The restrictions on transfer of Vested Shares in paragraphs (a) and (b) of this Section 2 shall lapse upon the first to occur of (i) a termination of the Employee’s employment with the Company, (ii) a Change of Control Event (as defined in the Plan) and/or (iii) a tender for all of the Company’s issued and outstanding shares of Common Stock.

Restrictions on Transfer of Common Stock. (a) In order to induce exchange for the Company to accelerate the vesting of the Options and Restricted Stock hereunderaward set forth in Section 2 above, the Employee Executive agrees that, notwithstanding anything to the contrary in the applicable option agreement or restricted stock agreement or in the Employment Agreement, during the term of the EmployeeExecutive’s employment with the Company the Employee Executive will not, without the prior written consent of the Company, offer, sell, transfer, contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Employee Executive or any person in privity with the EmployeeExecutive), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, with respect to (i) any shares of Common Stock issuable upon exercise of the Options (the “Option Shares”) or (ii) any shares of Employee Stock (together with the Option Shares, the “Vested Shares”)Stock, or publicly announce an intention to effect any such transaction, for a period of five three (53) years after the date of this Agreement, except to satisfy tax withholding or as otherwise permitted by paragraphs (b) and/or (c) below. (b) Notwithstanding the foregoing, the Employee shall be entitled to sell up to 20% (but not more than 20%) of such Vested Shares (after deducting any shares to satisfy tax withholding pursuant to Section 4 below) in any calendar year during the period from January 1, 2008 through December 31, 2012, provided that (i) to the extent the Employee sells less than 20% of the Vested Shares (after deducting any shares to satisfy tax withholding pursuant to Section 4 below) in any such calendar year, the Employee shall be entitled in subsequent years to sell an amount equal to the difference between 20% and the percentage actually sold in such calendar year (in addition to the amount the Employee would otherwise be entitled to sell in such subsequent year); and (ii) the Employee shall be entitled to sell all such Vested Shares at any time on or after January 1, 2013, subject to applicable law, regulation or stock exchange rule. By way of example, if the Employee does not sell any Vested Shares in calendar year 2008, the Employee shall be entitled to sell up to 40% of the Vested Shares (after deducting any shares to satisfy tax withholding pursuant to Section 4 below) in Calendar year 2009. If the Employee then does not sell any Vested Shares in calendar year 2009, the Employee shall be entitled to sell up to 60% of the Vested Shares (after deducting any shares to satisfy tax withholding pursuant to Section 4 below) in calendar year 2010. (c) The restrictions on transfer of Vested Shares Stock in paragraphs (a) and (b) above shall not apply to the transfer of any shares of Vested Shares Stock either during the EmployeeExecutive’s lifetime or on death, by gift, will or intestate succession, to an immediate family of the Employee Executive or to transfers to a trust the beneficiaries of which are exclusively the Employee Executive and/or a member or members of the EmployeeExecutive’s immediate family; provided, however, that in any transfer pursuant to this clause it shall be a condition to such transfer that (i) the transferee executes and delivers to the Company an agreement in form satisfactory to the Company in its sole discretion stating that the transferee is receiving and holding the Vested Shares Stock subject to the provisions of this Agreement, and there shall be no further transfer of such Vested Shares Stock except in accordance with this Agreement, (ii) no filing by any party (donor, donee, transferor or transferee) under the Exchange Act, shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D-A or 13G-A) made after the expiration of the five-three- year period referred to in paragraph (a) above) and (iii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act) to make, and shall agree not to make voluntarily, any public announcement of the transfer or disposition. (dc) Employee The Executive further agrees that any subsequent resale or distribution of the Vested Shares Stock by the Employee Executive shall be made only in accordance with the Securities Act, the Exchange Act, and any other applicable law. (ed) The restrictions on transfer of Vested Shares Stock in paragraphs (a) and (b) of this Section 2 3 shall lapse upon the first to occur of (i) a termination of the EmployeeExecutive’s employment with the Company, (ii) a Change of Control Event of the Company (as defined in the PlanEmployment Agreement) and/or (iii) a tender for all of the Company’s issued and outstanding shares of Common Stock.