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.

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.