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

Restrictions on Transfer of Restricted Stock. Participant shall effect no disposition of Restricted Stock prior to the two year anniversary of the grant date; provided, however, that this provision shall not preclude a transfer by will or the laws of descent and distribution in the event of the death of the Participant. If at any time after the two year anniversary of the Restricted Stock grant date, the Participant (or the Participant’s transferee by will or the laws of descent and distribution) desires to sell or otherwise dispose of any shares of Vested Restricted Stock, Participant (or such transferee) shall send to the Company’s principal place of business a written notice offering (email notice to be acceptable) to sell to the Company the shares of Vested Restricted Stock the Participant (or such transferee) desires to sell (the “Offered Shares”) at a price per share equal to the lower of (i) closing price per share of the Company’s common stock on the date of such notice or on the next business day following the date of such notice (as reported by NASDAQ or such other exchange on which shares of the Company’s common stock are traded) and (ii) thirty two (32) times the closing price per share of the Company’s common stock on the date of the Restricted Stock grant, as reported by NASDAQ (the “Initial Price Per Share”). The Company shall have five business days in which to exercise such option to acquire Participant’s (or such transferee’s) Offered Shares and must consummate such transaction by remitting the purchase price for the Offered Shares to the Participant (or such transferee) within five business days thereafter. If (i) the Company does not provide Participant (or such transferee) with funds to acquire all of the Offered Shares prior to the expiration of such period, or (ii) the Company notifies the Participant (or such transferee) that it will not exercise its option (the earlier of (i) and (ii) being referred to as the “Option Termination Date”), then the Participant (or such transferee) shall be free to sell or otherwise dispose of such Offered Shares , so long as Participant (or such transferee) complies with all applicable laws and the Company’s ixxxxxx xxxxxxx policy if applicable, and the acquirer of such shares will acquire such shares without any restrictions other than those required by law; provided, however, that if the Offered Shares are sold by the Participant (or such transferee) at a price per share in excess of thirty to (32) times the Initial Price Per Share (such excess being referred to as the “Excess,” Participant (or such transferee) shall remit to the Company the Excess received by Participant (or such transferee) within three business days following such sale or disposition. The Initial Price Per Share shall be subject to adjustment to reflect any merger, consolidation, reorganization, recapitalization, reincorporation, stock split, stock dividend or other similar change in capitalization.

Restrictions on Transfer of Restricted Stock. Participant shall effect no disposition of Restricted Stock prior to the two year anniversary of the grant date; provided, however, that this provision shall not preclude a transfer by will or the laws of descent and distribution in the event of the death of the Participant. If at any time after the two year anniversary of the Restricted Stock grant date, the Participant (or the Participant’s transferee by will or the laws of descent and distribution) desires to sell or otherwise dispose of any shares of Vested Restricted Stock, Participant (or such transferee) shall send to the Company’s principal place of business a written notice offering (email notice to be acceptable) to sell to the Company the shares of Vested Restricted Stock the Participant (or such transferee) desires to sell (the “Offered Shares”) at a price per share equal to the lower of (i) closing price per share of the Company’s common stock on the date of such notice or on the next business day following the date of such notice (as reported by NASDAQ or such other exchange on which shares of the Company’s common stock are traded) and (ii) thirty two seventeen (3217) times the closing price per share of the Company’s common stock on the date of the Restricted Stock grant, as reported by NASDAQ (the “Initial Price Per Share”). The Company shall have five business days in which to exercise such option to acquire Participant’s (or such transferee’s) Offered Shares and must consummate such transaction by remitting the purchase price for the Offered Shares to the Participant (or such transferee) within five business days thereafter. If (i) the Company does not provide Participant (or such transferee) with funds to acquire all of the Offered Shares prior to the expiration of such period, or (ii) the Company notifies the Participant (or such transferee) that it will not exercise its option (the earlier of (i) and (ii) being referred to as the “Option Termination Date”), then the Participant (or such transferee) shall be free to sell or otherwise dispose of such Offered Shares , so long as Participant (or such transferee) complies with all applicable laws and the Company’s ixxxxxx inxxxxx xxxxxxx policy xolicy if applicable, and the acquirer of such shares will acquire such shares without any restrictions other than those required by law; provided, however, that if the Offered Shares are sold by the Participant (or such transferee) at a price per share in excess of thirty to seventeen (3217) times the Initial Price Per Share (such excess being referred to as the “Excess,” Participant (or such transferee) shall remit to the Company the Excess received by Participant (or such transferee) within three business days following such sale or disposition. The Initial Price Per Share shall be subject to adjustment to reflect any merger, consolidation, reorganization, recapitalization, reincorporation, stock split, stock dividend or other similar change in capitalization.

Restrictions on Transfer of Restricted Stock. [Participant shall effect no disposition of Restricted Stock prior to the two [two] year anniversary of the grant date; provided, however, that this provision shall not preclude a transfer by will or the laws of descent and distribution in the event of the death of the Participant. If at any time after the two [two] year anniversary of the Restricted Stock grant date, the Participant (or the Participant’s transferee by will or the laws of descent and distribution) desires to sell or otherwise dispose of any shares of Vested Restricted Stock, Participant (or such transferee) shall send to the Company’s principal place of business a written notice offering (email notice to be acceptable) to sell to the Company the shares of Vested Restricted Stock the Participant (or such transferee) desires to sell (the “Offered Shares”) at a price per share equal to the lower of (i) closing price per share of the Company’s common stock on the date of such notice or on the next business day following the date of such notice (as reported by NASDAQ or such other exchange on which shares of the Company’s common stock are traded) and (ii) thirty two (3230) times the closing price per share of the Company’s common stock on the date of the Restricted Stock grant, as reported by NASDAQ (the “Initial Price Per Share”). The Company shall have five business days in which to exercise such option to acquire Participant’s (or such transferee’s) Offered Shares and must consummate such transaction by remitting the purchase price for the Offered Shares to the Participant (or such transferee) within five business days thereafter. If (i) the Company does not provide Participant (or such transferee) with funds to acquire all of the Offered Shares prior to the expiration of such period, or (ii) the Company notifies the Participant (or such transferee) that it will not exercise its option (the earlier of (i) and (ii) being referred to as the “Option Termination Date”), then the Participant (or such transferee) shall be free to sell or otherwise dispose of such Offered Shares , so long as Participant (or such transferee) complies with all applicable laws and the Company’s ixxxxxx xxxxxxx policy if applicable, and the acquirer of such shares will acquire such shares without any restrictions other than those required by law; provided, however, that if the Offered Shares are sold by the Participant (or such transferee) at a price per share in excess of thirty to (3230) times the Initial Price Per Share (such excess being referred to as the “Excess,” Participant (or such transferee) shall remit to the Company the Excess received by Participant (or such transferee) within three business days following such sale or disposition. The Initial Price Per Share shall be subject to adjustment to reflect any merger, consolidation, reorganization, recapitalization, reincorporation, stock split, stock dividend or other similar change in capitalization.capitalization.]1 [Participant shall effect no disposition of Restricted Stock prior to the [one] year anniversary of the grant date; provided, however, that this provision shall not preclude a transfer by will or the laws of descent and distribution in the event of the death of the Participant.]1

Restrictions on Transfer of Restricted Stock. Participant shall effect no disposition Except as otherwise provided pursuant to or in accordance with the terms and provisions of this Agreement, the Restricted Stock prior shall be subject to the two year following restrictions (the “Restrictions”); namely the Restricted Stock shall not be sold, exchanged, assigned, transferred or permitted to be transferred, voluntarily, involuntarily, or by operation of law, delivered, encumbered, discounted, pledged, hypothecated, or otherwise disposed of for a period of 5 years (the “Restricted Period”) from October 23, 2002 (said October 23, 2002 herein referred to as “the Effective Date”) except in accordance with the following provisions: a) Except as otherwise provided herein, the Restrictions will terminate with respect to 20% of the Restricted Stock, upon each anniversary of the grant dateEffective Date, so that all such Restrictions shall terminate on the fifth anniversary of the Effective Date. Upon the termination of the Restrictions with respect to shares of Restricted Stock, whether through the passage of time or as otherwise provided herein, the Employee shall be entitled to receive share certificates with respect to such shares hereunder free of such Restrictions. b) Five stock certificates, each for 20,000 shares of Common Stock, shall be issued to and registered in the name of the Employee, shall bear the restrictive legend referred to in Section 2(e) and such other legends as may be appropriate, and shall be subject to appropriate stop-transfer orders; provided, however, that such certificates shall be deposited with and held in escrow with the Escrow Agent as provided in Section 4 until the Restrictions relating thereto otherwise terminate, and the Employee shall deliver to such Escrow Agent stock powers endorsed in blank relating to the Restricted Stock. (i) To the extent the Restrictions have not otherwise terminated and the Restricted Stock has not otherwise been forfeited, as provided in subsection (d) of this provision Section 2, such Restrictions shall not preclude a transfer by will or terminate (1) with respect to 20% of the laws of descent and distribution in the event of Restricted Stock, upon the death of the Participant. If at any time Employee after the two year first anniversary of the Restricted Stock grant dateEffective Date, (other than on an anniversary of the Participant Effective Date, and (or the Participant’s transferee by will or the laws 2) entirely, upon a Change of descent and distribution) desires to sell or otherwise dispose Control of any shares of Vested Restricted Stock, Participant (or such transferee) shall send to the Company’s principal place . (ii) For the purposes of business this Agreement a written notice offering (email notice to be acceptable) to sell to Change in Control of the Company shall occur: (a) if any “Person”, as such term is used in Section 13(d) and 14(d) of the shares Securities Exchange Act of Vested Restricted Stock the Participant (or such transferee) desires to sell 1934, as amended (the “Offered SharesExchange Act”) at a price per share equal to (provided that the lower term “Person” shall not include Xxxxxxxx Xxxxxx, Xx., the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock in the Company), becomes the “beneficial owner” (i) closing price per share as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 70% or more of the combined voting power of the Company’s common stock on then outstanding securities; (b) the date stockholders of the Company approve a merger or consolidation of the Company with any other corporation; other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) 30% or more of the combined voting power of the voting securities of the Company or such notice surviving entity outstanding immediately after such merger or on consolidation or (ii) a merger or consolidation effected to implement a re-capitalization of the next business day following the date of such notice Company (or similar transaction) in which no “Person” (as reported by NASDAQ hereinabove defined) acquires 70% or such other exchange on which shares more of the combined voting power of the Company’s common stock are tradedthen outstanding securities; or (c) and (ii) thirty two (32) times the closing price per share stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s common stock on assets. d) To the date extent the Restrictions have not otherwise terminated, shares of Restricted Stock shall be forfeited and returned to the Company upon cessation of the Employee’s employment with the Company. e) During the Restricted Period certificates evidencing the Restricted Stock grant, as reported by NASDAQ shall bear the following additional legend: “These shares are subject to forfeiture to Xxxxxx-Xxxxxx Corporation (the “Initial Price Per ShareCompany”). The Company shall have five business days ) in which to exercise such option to acquire Participant’s (or such transferee’s) Offered Shares and must consummate such transaction by remitting accordance with the purchase price for the Offered Shares to the Participant (or such transferee) within five business days thereafter. If (i) terms of an Agreement between the Company does and the person in whose name the certificate is registered. These shares may not provide Participant (or such transferee) with funds to acquire all of the Offered Shares prior to the expiration of such periodbe sold, or (ii) the Company notifies the Participant (or such transferee) that it will not exercise its option (the earlier of (i) and (ii) being referred to as the “Option Termination Date”)pledged, then the Participant (or such transferee) shall be free to sell exchanged, transferred, hypothecated or otherwise dispose disposed of such Offered Shares , so long as Participant (or such transferee) complies except in accordance with all applicable laws and the Company’s ixxxxxx xxxxxxx policy if applicable, and the acquirer terms of such shares will acquire such shares without any restrictions other than those required by law; provided, however, that if the Offered Shares are sold by the Participant (or such transferee) at a price per share in excess of thirty to (32) times the Initial Price Per Share (such excess being referred to as the “Excess,” Participant (or such transferee) shall remit to the Company the Excess received by Participant (or such transferee) within three business days following such sale or disposition. The Initial Price Per Share shall be subject to adjustment to reflect any merger, consolidation, reorganization, recapitalization, reincorporation, stock split, stock dividend or other similar change in capitalizationsaid Agreement.”

Restrictions on Transfer of Restricted Stock. Participant shall effect no disposition (a) Shares of Restricted Stock prior acquired by a Holder may be Transferred only in accordance with the specific limitations on the Transfer of Restricted Stock imposed by applicable state or federal securities laws or set forth below, and subject to the two year anniversary certain undertakings of the grant date; providedtransferee set forth in Section 4.2(c). All Transfers of Restricted Stock not meeting the conditions set forth in this Section 4.2(a) are expressly prohibited. (b) Any prohibited Transfer of Restricted Stock is void and of no effect. Should such a Transfer purport to occur, howeverthe Company may refuse to carry out the Transfer on its books, attempt to set aside the Transfer, enforce any undertaking or right under this Section 4.2(b), and/or exercise any other legal or equitable remedy. (c) Any Transfer of Restricted Stock that would otherwise be permitted under the terms of this provision shall not preclude Plan is prohibited unless the transferee executes such documents as the Company may reasonably require to ensure the Company's rights under a transfer by will or the laws of descent Restricted Stock Grant Agreement and distribution in the event of the death of the Participant. If at any time after the two year anniversary of this Article IV are adequately protected with respect to the Restricted Stock grant dateso Transferred. Such documents may include, without limitation, an agreement by the transferee to be bound by all of the terms of this Plan applicable to Restricted Stock and of the applicable Restricted Stock Grant Agreement, as if the transferee were the original Holder of such Restricted Stock. (d) To facilitate the enforcement of the restrictions on Transfer set forth in this Article IV, the Participant (or Committee may, at its discretion, require the Participant’s transferee by will or the laws Holder of descent and distribution) desires to sell or otherwise dispose of any shares of Vested Restricted StockStock to deliver the certificate(s) for such shares with a stock power executed in blank by the Holder and the Holder's spouse, Participant (or such transferee) shall send to the Company’s principal place Secretary of business a written notice offering (email notice to be acceptable) to sell to the Company or his or her designee, and the Company may hold said certificate(s) and stock power(s) in escrow and take all such actions as are necessary to insure that all Transfers and/or releases are made in accordance with the terms of this Plan. The certificates may be held in escrow so long as the shares of Vested Restricted Stock whose ownership they evidence are subject to any restriction on Transfer under this Article IV or under a Restricted Stock Grant Agreement. Each Holder shall acknowledge that the Participant Secretary of the Company (or such transfereehis or her designee) desires to sell (is so appointed as the “Offered Shares”) at escrow holder with the foregoing authorities as a price per share equal material inducement to the lower issuance of shares of Restricted Stock under this Article IV, that the appointment is coupled with an interest, and that it accordingly will be irrevocable. The escrow holder will not be liable to any party to a Restricted Stock Grant Agreement (ior to any other party) closing price per share of for any actions or omissions unless the Company’s common stock on the date of such escrow holder is grossly negligent relative thereto. The escrow holder may rely upon any letter, notice or on the next business day following the date of such notice (as reported other document executed by NASDAQ or such other exchange on which shares of the Company’s common stock are traded) and (ii) thirty two (32) times the closing price per share of the Company’s common stock on the date of the Restricted Stock grant, as reported by NASDAQ (the “Initial Price Per Share”). The Company shall have five business days in which any signature purported to exercise such option to acquire Participant’s (or such transferee’s) Offered Shares and must consummate such transaction by remitting the purchase price for the Offered Shares to the Participant (or such transferee) within five business days thereafter. If (i) the Company does not provide Participant (or such transferee) with funds to acquire all of the Offered Shares prior to the expiration of such period, or (ii) the Company notifies the Participant (or such transferee) that it will not exercise its option (the earlier of (i) and (ii) being referred to as the “Option Termination Date”), then the Participant (or such transferee) shall be free to sell or otherwise dispose of such Offered Shares , so long as Participant (or such transferee) complies with all applicable laws and the Company’s ixxxxxx xxxxxxx policy if applicable, and the acquirer of such shares will acquire such shares without any restrictions other than those required by law; provided, however, that if the Offered Shares are sold by the Participant (or such transferee) at a price per share in excess of thirty to (32) times the Initial Price Per Share (such excess being referred to as the “Excess,” Participant (or such transferee) shall remit to the Company the Excess received by Participant (or such transferee) within three business days following such sale or disposition. The Initial Price Per Share shall be subject to adjustment to reflect any merger, consolidation, reorganization, recapitalization, reincorporation, stock split, stock dividend or other similar change in capitalizationgenuine.