Common use of Retention of Certificates Clause in Contracts

Retention of Certificates. Promptly after the date of this Agreement, the Company shall issue stock certificates representing the Restricted Stock unless, to the extent permitted under applicable law, it elects to issue the Shares in the form of uncertificated shares and recognize such ownership through an uncertificated book entry account maintained by the Company (or its designee) on behalf of the Participant or through another similar method. The stock certificates shall be registered in the Participant's name and shall bear any legend required under the Plan or Section 6 of this Agreement. Unless held in uncertificated book entry form, such stock certificates shall be held in custody by the Company (or its designated agent) until the restrictions thereon shall have lapsed. Upon the Company's request, the Participant shall deliver to the Company a duly signed stock power, endorsed in blank, relating to the Restricted Stock. If the Participant receives a stock dividend or extraordinary cash dividend on the Restricted Stock or the Participant receives any other shares, securities, moneys or property (other than regular cash dividends on and after the date of this Agreement) representing a distribution or return of capital upon or in respect of the Restricted Stock pursuant to a stock split, reclassification or other like changes of the Restricted Stock, or otherwise received in exchange therefor, and any warrants, rights or options issued to the Participant in respect of the Restricted Stock (collectively "RS Property") as long as the Restricted Stock remains "Restricted Stock," such RS Property shall be subject to the same restrictions as the Restricted Stock with regard to which they are issued and shall herein be encompassed within the term "Restricted Stock."

Retention of Certificates. Promptly after the date of this Agreement, the Company shall issue stock certificates representing the Restricted Stock unless, to the extent permitted under applicable law, unless it elects to issue the Shares in the form of uncertificated shares and recognize such ownership through an uncertificated book entry account maintained by the Company (or its designee) on behalf of the Participant or through another similar method. The stock certificates shall be registered in the Participant's ’s name and shall bear any legend required under by the Plan or Section 6 of this AgreementPlan. Unless held in uncertificated book entry form, such stock certificates shall be held in custody by the Company (or its designated agent) until the restrictions thereon on the Restricted Stock shall have lapsed. Upon the Company's ’s request, the Participant shall deliver to the Company a duly signed stock power, endorsed in blank, relating to the Restricted Stock. If the Participant receives a stock dividend or extraordinary cash dividend on receives, with respect to the Restricted Stock or the Participant receives any other part thereof, any (i) dividend (whether paid in shares, securities, moneys or property property), (other than regular cash dividends on and after the date ii) shares of this AgreementRestricted Stock pursuant to any split, (iii) representing a distribution or return of capital upon or in respect of the Restricted Stock pursuant to resulting from a stock split-up, reclassification or other like changes of the Restricted Stock, Stock or otherwise received in exchange therefor, and any (iv) warrants, options or any other rights or options issued properties (collectively “RS Property”), the Participant will also immediately deposit with and deliver to the Participant in respect Company any of the Restricted Stock (collectively "such RS Property") as long as , including, upon the Restricted Stock remains "Restricted Stock," such Company’s request, any certificates representing shares duly endorsed in blank or accompanied by stock powers duly executed in blank. The RS Property shall be subject to the same restrictions restrictions, including that of this Section 2(a), as the Restricted Stock with regard respect to which they are it is issued and shall herein be encompassed within the term "“Restricted Stock."” Unless otherwise determined by the Committee, any RS Property issued in the form of cash will not be reinvested in Common Stock and will be held until delivered to the Participant within 30 days after the date the Restricted Stock becomes vested.

Retention of Certificates. Promptly after the date of this Agreement, the Company shall issue stock certificates representing the Restricted Stock unless, to the extent permitted under applicable law, it elects to issue the Shares in the form of uncertificated shares and recognize such ownership through an uncertificated book entry account maintained by the Company (or its designee) on behalf of the Participant or through another similar method. The stock certificates Shares shall be registered in the Participant's ’s name and any stock certificates shall bear any legend required under the Plan or Section 6 of this Agreement. Unless held in uncertificated uncertified book entry form, such stock certificates shall be held in custody by the Company (or its designated agent) until the restrictions thereon shall have lapsed. Upon the Company's request, the Participant shall deliver to the Company a duly signed stock power, endorsed in blank, relating to the Restricted Stock. If the Participant receives a stock dividend or extraordinary cash dividend on the Restricted Stock or the Participant receives any other shares, securities, moneys or property (other than regular cash dividends on and after the date of this Agreement) representing a distribution or return of capital upon or in respect of the Restricted Stock pursuant to a stock split, reclassification or other like changes of the Restricted Stock, or otherwise received in exchange therefor, and any warrants, rights or options issued to the Participant in respect of the Restricted Stock (collectively "“RS Property"”) as long as the Restricted Stock remains "“'Restricted Stock," ” such RS Property shall be subject to the same restrictions as the Restricted Stock with regard to which they are issued and shall herein be encompassed within the term "“Restricted Stock."”

Retention of Certificates. Promptly after the date of this Agreement, the Company shall issue stock share certificates representing the Restricted Stock unless, to the extent permitted under applicable law, Shares unless it elects to issue the Shares in the form of uncertificated shares and recognize such ownership through an uncertificated book entry account maintained by the Company (or its designee) on behalf of the Participant or through another similar methodtransfer agent. The stock share certificates shall be registered in the Participant's ’s name and shall bear any legend required under the Plan or Section 6 of this AgreementPlan. Unless held in uncertificated book entry form, such stock Such share certificates shall be held in custody by the Company (or its designated agent) until the restrictions thereon shall have lapsed. Upon the Company's ’s request, the Participant shall deliver to the Company a duly signed stock share power, endorsed in blank, relating to the Restricted StockShares. If In the event the Participant receives a stock dividend or extraordinary cash share dividend on the Restricted Stock Shares or the Plan Shares of Restricted Shares are split or the Participant receives any other shares, securities, moneys or property representing a dividend on the Restricted Shares (other than regular cash dividends on and after the date of this Agreement) or representing a distribution or return of capital upon or in respect of the Restricted Stock pursuant to Shares or any part thereof, or resulting from a stock split-up, reclassification or other like changes of the Restricted StockShares, or otherwise received in exchange therefortherefore, and any warrants, rights or options issued to the Participant in respect of the Restricted Stock Shares (collectively "“RS Property") as long as ”), the Restricted Stock remains "Restricted Stock," Participant will also immediately deposit with and deliver to the Company any of such RS Property, including any certificates representing shares duly endorsed in blank or accompanied by share powers duly executed in blank, and such RS Property shall be subject to the same restrictions restrictions, including that of this Section 3.1, as the Restricted Stock Shares with regard to which they are issued and shall herein be encompassed within the term "“Restricted StockShares."”

Retention of Certificates. Promptly after the date of this Agreement, the Company shall issue stock share certificates representing the Restricted Stock unless, to the extent permitted under applicable law, Shares unless it elects to issue the Shares in the form of uncertificated shares and recognize such ownership through an uncertificated book entry account maintained by the Company (or its designee) on behalf of the Participant or through another similar methodtransfer agent. The stock share certificates shall be registered in the Participant's ’s name and shall bear any legend required under the Plan or Section 6 of this AgreementPlan. Unless held in uncertificated book entry form, such stock Such share certificates shall be held in custody by the Company (or its designated agent) until the restrictions thereon shall have lapsed. Upon the Company's ’s request, the Participant shall deliver to the Company a duly signed stock share power, endorsed in blank, relating to the Restricted StockShares. If In the event the Participant receives a stock dividend or extraordinary cash share dividend on the Restricted Stock Shares or the Plan Shares of Restricted Shares are split or the Participant receives any other shares, securities, moneys or property representing a dividend on the Restricted Shares (other than regular cash dividends on and after the date of this Agreement) or representing a distribution or return of capital upon or in respect of the Restricted Stock pursuant to Shares or any part thereof, or resulting from a stock split-up, reclassification or other like changes of the Restricted StockShares, or otherwise received in exchange therefor, and any warrants, rights or options issued to the Participant in respect of the Restricted Stock Shares (collectively "“RS Property") as long as ”), the Restricted Stock remains "Restricted Stock," Participant will also immediately deposit with and deliver to the Company any of such RS Property, including any certificates representing shares duly endorsed in blank or accompanied by share powers duly executed in blank, and such RS Property shall be subject to the same restrictions restrictions, including that of this Section 3.1, as the Restricted Stock Shares with regard to which they are issued and shall herein be encompassed within the term "“Restricted StockShares."”

Retention of Certificates. Promptly after the date of this Agreement, the Company shall issue stock certificates representing the Restricted Stock unless, to the extent permitted under applicable law, unless it elects to issue the Shares in the form of uncertificated shares and recognize such ownership through an uncertificated book entry account maintained by the Company (or its designee) on behalf of the Participant or through another similar methodmethod pursuant to Section 8 herein. The stock certificates shall be registered in the Participant's ’s name and shall bear any legend required under the Plan or Section 6 4(a) of this Agreement. Unless held in uncertificated book entry form, such stock certificates shall be held in custody by the Company (or its designated agent) until the restrictions thereon shall have lapsed. Upon the Company's ’s request, the Participant shall deliver to the Company a duly signed stock power, endorsed in blank, relating to the Restricted Stock. If the Participant receives a stock dividend or extraordinary cash dividend on the Restricted Stock or the shares of Restricted Stock are split or the Participant receives any other shares, securities, moneys or property representing a dividend on the Restricted Stock (other than regular cash dividends on and after the date of this Agreement) or representing a distribution or return of capital upon or in respect of the Restricted Stock pursuant to or any part thereof, or resulting from a stock split-up, reclassification or other like changes of the Restricted Stock, or otherwise received in exchange therefor, and any warrants, rights or options issued to the Participant in respect of the Restricted Stock (collectively "“RS Property") as long as ”), the Restricted Stock remains "Restricted Stock," Participant will also immediately deposit with and deliver to the Company any of such RS Property, including any certificates representing shares duly endorsed in blank or accompanied by stock powers duly executed in blank, and such RS Property shall be subject to the same restrictions restrictions, including that of this Section 3(a), as the Restricted Stock with regard to which they are issued and shall herein be encompassed within the term "“Restricted Stock."”

Retention of Certificates. Promptly after the date of this Agreement, the Company shall issue stock certificates representing the Restricted Stock unless, to the extent permitted under applicable law, unless it elects to issue the Shares in the form of uncertificated shares and recognize such ownership through an uncertificated book entry account maintained by the Company (or its designee) on behalf of the Participant or through another similar method. The stock certificates shall be registered in the Participant's ’s name and shall bear any legend required under by the Plan or Section 6 of this AgreementPlan. Unless held in uncertificated book entry form, such stock certificates shall be held in custody by the Company (or its designated agent) until the restrictions thereon on the Restricted Stock shall have lapsed. Upon the Company's ’s request, the Participant shall deliver to the Company a duly signed stock power, endorsed in blank, relating to the Restricted Stock. If the Participant receives a stock dividend or extraordinary cash dividend on receives, with respect to the Restricted Stock or the Participant receives any other part thereof, any (i) dividend (whether paid in shares, securities, moneys or property property), (other than regular cash dividends on and after the date ii) shares of this AgreementRestricted Stock pursuant to any split, (iii) representing a distribution or return of capital upon or in respect of the Restricted Stock pursuant to resulting from a stock split-up, reclassification or other like changes of the Restricted Stock, Stock or otherwise received in exchange therefor, and any (iv) warrants, options or any other rights or options issued properties (collectively “RS Property”), the Participant will also immediately deposit with and deliver to the Participant in respect Company any of the Restricted Stock (collectively "such RS Property") as long as , including, upon the Restricted Stock remains "Restricted Stock," such Company’s request, any certificates representing shares duly endorsed in blank or accompanied by stock powers duly executed in blank. The RS Property shall be subject to the same restrictions restrictions, including that of this Section 2(a), as the Restricted Stock with regard respect to which they are it is issued and shall herein be encompassed within the term "“Restricted Stock."” Unless otherwise determined by the Committee, any RS Property issued in the form of cash will not be reinvested in Common Stock and will be held until delivered to the Participant on the date the Restricted Stock becomes vested.

Retention of Certificates. Promptly after the date of this Agreement, the Company shall issue stock certificates representing the Restricted Stock unless, to the extent permitted under applicable law, unless it elects to issue the Shares in the form of uncertificated shares and recognize such ownership through an uncertificated book entry account maintained by the Company (or its designee) on behalf of the Participant or through another similar similar, method, pursuant to Section 8. The stock certificates shall be registered in the Participant's Employee’s name and shall bear any legend required under the Plan or Section 6 of this Agreement4(a). Unless held in uncertificated book entry form, such stock certificates shall be held in custody by the Company (or its designated agent) until the restrictions thereon shall have lapsed. Upon the Company's ’s request, the Participant Employee shall deliver to the Company a duly signed stock power, endorsed in blank, relating to the Restricted Stock. If the Participant Employee receives a stock dividend or extraordinary cash dividend on the Restricted Stock or the Participant shares of Restricted Stock are split or the Employee receives any other shares, securities, moneys or property representing a dividend on the Restricted Stock (other than regular cash dividends on and after the date of this Agreement) or representing a distribution or return of capital upon or in respect of the Restricted Stock pursuant to or any part thereof, or resulting from a stock split-up, reclassification or other like changes of the Restricted Stock, or otherwise received in exchange therefor, and any warrants, rights or options issued to the Participant Employee in respect of the Restricted Stock (collectively "“RS Property") as long as ”), the Restricted Stock remains "Restricted Stock," Employee will also immediately deposit with and deliver to the Company any of such RS Property, including any certificates representing shares duly endorsed in blank or accompanied by stock powers duly executed in blank, and such RS Property shall be subject to the same restrictions restrictions, including that of this Section 3(a), as the Restricted Stock with regard to which they are issued and shall herein be encompassed within the term "“Restricted Stock."”

Retention of Certificates. Promptly after the date of this Agreement, the Company shall issue stock certificates representing the Restricted Stock unless, to the extent permitted under applicable law, unless it elects to issue the Shares in the form of uncertificated shares and recognize such ownership through an uncertificated book entry account maintained by the Company (or its designee) on behalf of the Participant or through another similar method. The Any such stock certificates shall be registered in the Participant's ’s name and shall bear any legend required under by the Plan or Section 6 of this AgreementPlan. Unless held in uncertificated book entry form, such stock certificates shall be held in custody by the Company (or its designated agent) until the restrictions thereon on the Restricted Stock shall have lapsedlapsed (including any restrictions under the Stockholders Agreement). Upon the Company's ’s request, the Participant shall deliver to the Company a duly signed stock power, endorsed in blank, relating to the Restricted StockShares. If the Participant receives a stock dividend or extraordinary cash dividend on receives, with respect to the Restricted Stock or the Participant receives any other part thereof, any (i) dividend (whether paid in shares, securities, moneys or property property), (other than regular cash dividends on and after the date ii) shares of this AgreementRestricted Stock pursuant to any split, (iii) representing a distribution or return of capital upon or in respect of the Restricted Stock pursuant to resulting from a stock split-up, reclassification or other like changes of the Restricted Stock, Stock or otherwise received in exchange therefor, and any (iv) warrants, options or any other rights or options issued properties (collectively “RS Property”), the Participant will also immediately deposit with and deliver to the Participant in respect Company any of the Restricted Stock (collectively "such RS Property") as long as , including, upon the Restricted Stock remains "Restricted Stock," such Company’s request, any certificates representing shares duly endorsed in blank or accompanied by stock powers duly executed in blank. The RS Property shall be subject to the same restrictions restrictions, including those in this Section 2(a), as the Restricted Stock with regard respect to which they are it is issued and shall herein be encompassed within the term "“Restricted Stock."” Unless otherwise determined by the Committee, any RS Property issued in the form of cash will not be reinvested in Common Stock and will be held until delivered to the Participant within 30 days after the date the restrictions related to the Restricted Stock lapse. The restrictions on any RS Property will lapse on the date that the underlying Restricted Stock vests and ceases to be Restricted Stock.

Retention of Certificates. Promptly after the date of this AgreementGrant Date, the Company shall issue stock certificates representing the Restricted Stock unless, to the extent permitted under applicable law, it elects to issue the Shares in the form of uncertificated shares and recognize such ownership through an uncertificated book entry account maintained by the Company (or its designee) on behalf of the Participant or through another similar methodStock. The stock certificates shall be registered in the Participant's name and shall bear any legend required under by the Plan or Section 6 of this Agreement. Unless held in uncertificated book entry form, such Such stock certificates shall be held in custody by the Company (or its designated agent) until the restrictions thereon shall have lapsed. Upon the Company's request, the Participant shall deliver to the Company a duly signed stock power, endorsed in blank, relating to the Restricted Stock. If (a) the Participant receives a stock dividend or extraordinary cash dividend on the Restricted Stock, (b) the shares of Common Stock are split, or (c) the Participant receives any other shares, securities, moneys or property representing a dividend on the Restricted Stock (other than regular cash dividends on and after the date of this Agreement) Grant Date), or representing a distribution or return of capital upon or in respect of of, the Restricted Stock pursuant to or any part thereof, or resulting from a stock split-up, reclassification or other like changes of the Restricted Stock, or otherwise received in exchange therefortherefore, and any warrants, rights or options issued to the Participant in respect of the Restricted Stock (collectively "RS Property") as long as ), the Restricted Stock remains "Restricted Stock," Participant shall immediately deposit with and deliver to the Company any of such RS Property, including any certificates representing shares duly endorsed in blank or accompanied by stock powers duly endorsed in blank, and such RS Property shall be subject to the same restrictions restrictions, including that of this Section 3.1, as the Restricted Stock with regard to which they are issued and shall herein be encompassed within the term "Restricted Stock."

Retention of Certificates. Promptly after the date of this Agreement, the Company shall issue stock certificates representing the Restricted Stock unless, to the extent permitted under applicable law, unless it elects to issue the Shares in the form of uncertificated shares and recognize such ownership through an uncertificated book entry account maintained by the Company (or its designee) on behalf of the Participant or through another similar methodmethod pursuant to Section 8 herein. The stock certificates shall be registered in the Participant's ’s name and shall bear any legend required under the Plan or Section 6 4(a) of this Agreement. Unless held in uncertificated book entry form, such stock certificates shall be held in custody by the Company (or its designated agent) until the restrictions thereon shall have lapsed. Upon the Company's ’s request, the Participant shall deliver to the Company a duly signed stock power, endorsed in blank, relating to the Restricted Stock. If the Participant receives a stock dividend or extraordinary cash dividend on the Restricted Stock or the Shares of Restricted Stock are split or the Participant receives any other shares, securities, moneys or property representing a dividend on the Restricted Stock (other than regular cash dividends on and after the date of this Agreement) or representing a distribution or return of capital upon or in respect of the Restricted Stock pursuant to or any part thereof, or resulting from a stock split-up, reclassification or other like changes of the Restricted Stock, or otherwise received in exchange therefor, and any warrants, rights or options issued to the Participant in respect of the Restricted Stock (collectively "“RS Property") as long as ”), the Restricted Stock remains "Restricted Stock," Participant will also immediately deposit with and deliver to the Company any of such RS Property, including any certificates representing shares duly endorsed in blank or accompanied by stock powers duly executed in blank, and such RS Property shall be subject to the same restrictions restrictions, including that of this Section 3(a), as the Restricted Stock with regard to which they are issued and shall herein be encompassed within the term "“Restricted Stock."”

Retention of Certificates. Promptly after the date of this Agreement, the Company shall issue stock certificates representing the Restricted Stock unless, to the extent permitted under applicable law, it elects to issue the Shares in the form of uncertificated shares and recognize such ownership through an uncertificated book entry account maintained by the Company (or its designee) on behalf of the Participant or through another similar method. The stock certificates shall be registered in the Participant's ’s name and shall bear any legend required under the Plan or Section 6 of this Agreement4(a). Unless held in uncertificated book entry form, such stock certificates shall be held in custody by the Company (or its designated agent) until the restrictions thereon shall have lapsed. Upon the Company's ’s request, the Participant shall deliver to the Company a duly signed stock power, endorsed in blank, relating to the Restricted Stock. If the Participant receives a stock dividend or extraordinary cash dividend on the Restricted Stock or the shares of Restricted Stock are split or the Participant receives any other shares, securities, moneys or property representing a dividend on the Restricted Stock (other than regular cash dividends on and or after the date of this Agreement) or representing a distribution or return of capital upon or in respect of the Restricted Stock pursuant to or any part thereof, or resulting from a stock split-up, reclassification or other like changes of the Restricted Stock, or otherwise received in exchange therefor, and or any warrants, rights or options issued to the Participant in respect of the Restricted Stock (collectively "“RS Property") as long as ”), the Restricted Stock remains "Restricted Stock," Participant will also immediately deposit with and deliver to the Company any of such RS Property, including, without limitation, any certificates representing shares duly endorsed in blank or accompanied by stock powers duly executed in blank, and such RS Property shall be subject to the same restrictions, including, without limitation, the restrictions in this Section 3(a), as the Restricted Stock with regard to which they are issued and shall herein be encompassed within the term "“Restricted Stock."”

Retention of Certificates. Promptly after the date of this Agreement, the Company shall issue stock certificates representing the Restricted Stock unless, to the extent permitted under applicable law, Shares unless it elects to issue the Shares in the form of uncertificated shares and recognize such ownership through an uncertificated book entry account maintained by the Company (or its designee) on behalf of the Participant or through another similar methodmethod pursuant to Section 8 herein. The stock certificates shall be registered in the Participant's ’s name and shall bear any legend required under the Plan or Section 6 4(a) of this Agreement. Unless held in uncertificated book entry form, such stock certificates shall be held in custody by the Company (or its designated agent) until the restrictions thereon shall have lapsed. Upon the Company's ’s request, the Participant shall deliver to the Company a duly signed stock power, endorsed in blank, relating to the Restricted StockShares. If the Participant receives a stock dividend or extraordinary cash dividend on the Restricted Stock Shares or the shares of Restricted Shares are split or the Participant receives any other shares, securities, moneys or property (other than regular cash dividends representing a dividend on and after the date of this Agreement) Restricted Shares or representing a distribution or return of capital upon or in respect of the Restricted Stock pursuant to Shares or any part thereof, or resulting from a stock split-up, reclassification or other like changes of the Restricted StockShares, or otherwise received in exchange therefor, and any warrants, rights or options issued to the Participant in respect of the Restricted Stock Shares (collectively "“RS Property") as long as ”), the Restricted Stock remains "Restricted Stock," Participant will also immediately deposit with and deliver to the Company any of such RS Property, including any certificates representing shares duly endorsed in blank or accompanied by stock powers duly executed in blank, and such RS Property shall be subject to the same restrictions restrictions, including that of this Section 3(a), as the Restricted Stock Shares with regard to which they are issued and shall herein be encompassed within the term "“Restricted StockShares."”

Retention of Certificates. Promptly after the date of this Agreement, the Company shall issue stock certificates representing the Restricted Stock unless, to the extent permitted under applicable law, it elects to issue the Shares in the form of uncertificated shares and recognize such ownership through an uncertificated book entry account maintained by the Company (or its designee) on behalf of the Participant Holder or through another similar method. The stock certificates shall be registered in the Participant's Holder’s name and shall bear any legend required under the Plan or Section 6 of this Agreement. 4(a) hereof Unless held in uncertificated book entry form, such stock certificates shall be held in custody by the Company (or its designated agent) until the restrictions thereon shall have lapsed. Upon the Company's ’s request, the Participant Holder shall deliver to the Company a duly signed stock power, endorsed in blank, relating to the Restricted Stock. If the Participant Holder receives a stock dividend or extraordinary cash dividend on the Restricted Stock or the Participant shares of Restricted Stock are split or the Holder receives any other shares, securities, moneys or property representing a dividend on the Restricted Stock (other than regular cash dividends on and or after the date of this Agreement) or representing a distribution or return of capital upon or in respect of the Restricted Stock pursuant to or any part thereof, or resulting from a stock split-up, reclassification or other like changes of the Restricted Stock, or otherwise received in exchange therefor, and or any warrants, rights or options issued to the Participant Holder in respect of the Restricted Stock (collectively "“RS Property") as long as ”), the Restricted Stock remains "Restricted Stock," Holder will also immediately deposit with and deliver to the Company any of such RS Property, including, without limitation, any certificates representing shares duly endorsed in blank or accompanied by stock powers duly executed in blank, and such RS Property shall be subject to the same restrictions, including, without limitation, the restrictions in Section 2 and this Section 3(a) hereof, as the Restricted Stock with regard to which they are issued and shall herein be encompassed within the term "“Restricted Stock."”

Retention of Certificates. Promptly after the date of this Agreement, the Company shall issue stock certificates representing the Restricted Stock unless, to the extent permitted under applicable law, unless it elects to issue the Shares in the form of uncertificated shares and recognize such ownership through an uncertificated book entry account maintained by the Company (or its designee) on behalf of the Participant or through another similar methodmethod pursuant to Section 8. The stock certificates shall be registered or issued in the Participant's Employee’s name and shall bear any legend required under the Plan or Section 6 of this Agreement4(a). Unless held in uncertificated book entry form, such stock certificates shall be held in custody by the Company (or its designated agent) until the restrictions thereon shall have lapsed. Upon the Company's ’s request, the Participant Employee shall deliver to the Company a duly signed stock power, endorsed in blank, relating to the Restricted Stock. If the Participant Employee receives a stock dividend or extraordinary cash dividend on the Restricted Stock or the Participant shares of Restricted Stock are split or the Employee receives any other shares, securities, moneys or property representing a dividend on the Restricted Stock (other than regular cash dividends on and after the date of this Agreement, which shall be distributed to the Employee) or representing a distribution or return of capital upon or in respect of the Restricted Stock pursuant to or any part thereof, or resulting from a stock split-up, reclassification or other like changes of the Restricted Stock, or otherwise received in exchange therefor, and any warrants, rights or options issued to the Participant Employee in respect of the Restricted Stock (collectively "“RS Property"”), the Employee will also immediately deposit with and deliver to the Company any of such RS Property (including any cash or stock dividends (unless otherwise distributable to the Employee hereunder) as long as the Restricted Stock remains "Restricted Stock," and including any certificates representing shares duly endorsed in blank or accompanied by stock powers duly executed in blank), and such RS Property shall be subject to the same restrictions restrictions, including that of this Section 3(a), as the Restricted Stock with regard to which they are issued and shall herein be encompassed within the term "“Restricted Stock."”

Retention of Certificates. Promptly after the date of this Agreement, the Company shall issue stock certificates representing the Restricted Stock unless, to the extent permitted under applicable law, it elects to issue the Shares in the form of uncertificated shares and recognize such ownership through an uncertificated book entry account maintained by the Company (or its designee) on behalf of the Participant or through another similar method. The stock certificates shall be registered in the Participant's ’s name and shall bear any legend required under the Plan or Section 6 of this Agreement. 4(a) hereof Unless held in uncertificated book entry form, such stock certificates shall be held in custody by the Company (or its designated agent) until the restrictions thereon shall have lapsed. Upon the Company's ’s request, the Participant shall deliver to the Company a duly signed stock power, endorsed in blank, relating to the Restricted Stock. If the Participant receives a stock dividend or extraordinary cash dividend on the Restricted Stock or the shares of Restricted Stock are split or the Participant receives any other shares, securities, moneys or property representing a dividend on the Restricted Stock (other than regular cash dividends on and or after the date of this Agreement) or representing a distribution or return of capital upon or in respect of the Restricted Stock pursuant to or any part thereof, or resulting from a stock split-up, reclassification or other like changes of the Restricted Stock, or otherwise received in exchange therefor, and or any warrants, rights or options issued to the Participant in respect of the Restricted Stock (collectively "“RS Property") as long as ”), the Restricted Stock remains "Restricted Stock," Participant will also immediately deposit with and deliver to the Company any of such RS Property, including, without limitation, any certificates representing shares duly endorsed in blank or accompanied by stock powers duly executed in blank, and such RS Property shall be subject to the same restrictions, including, without limitation, the restrictions in this Section 3(a) hereof, as the Restricted Stock with regard to which they are issued and shall herein be encompassed within the term "“Restricted Stock."”

Retention of Certificates. Promptly after the date of this Agreement, the Company shall will issue stock certificates representing the Restricted Stock unless, to the extent permitted under applicable law, unless it elects to issue the Shares in the form of uncertificated shares and recognize such ownership through an uncertificated book entry account maintained by the Company (or its designee) on behalf of the Participant or through another similar methodmethod pursuant to Section 8 herein. The stock certificates shall will be registered in the Participant's ’s name and shall will bear any legend required under the Plan or Section 6 4(a) of this Agreement. Unless held in uncertificated book entry form, such stock certificates shall will be held in custody by the Company (or its designated agent) until the restrictions thereon shall will have lapsed. Upon the Company's ’s request, the Participant shall will deliver to the Company a duly signed stock power, endorsed in blank, relating to the Restricted Stock. If the Participant receives a stock dividend or extraordinary cash dividend on the Restricted Stock or the shares of Restricted Stock are split or the Participant receives any other shares, securities, moneys or property representing a dividend on the Restricted Stock (other than regular cash dividends on and after the date of this Agreement) or representing a distribution or return of capital upon or in respect of the Restricted Stock pursuant to or any part thereof, or resulting from a stock split-up, reclassification or other like changes of the Restricted Stock, or otherwise received in exchange therefor, and any warrants, rights or options issued to the Participant in respect of the Restricted Stock (collectively "“RS Property") as long as ”), the Restricted Stock remains "Restricted Stock," Participant will also immediately deposit with and deliver to the Company any of such RS Property, including any certificates representing shares duly endorsed in blank or accompanied by stock powers duly executed in blank, and such RS Property shall will be subject to the same restrictions restrictions, including that of this Section 3(a), as the Restricted Stock with regard to which they are issued and shall will herein be encompassed within the term "“Restricted Stock."”

Retention of Certificates. Promptly after the date of this Agreement, the Company shall issue stock certificates representing the Restricted Stock unless, to the extent permitted under applicable law, it elects to issue the Shares in the form of uncertificated shares and recognize such ownership through an uncertificated book entry account maintained by the Company (or its designee) on behalf of the Participant or through another similar methodStock. The stock certificates shall be registered in the ParticipantExecutive's name and shall bear any the legend required under the Plan or pursuant to Section 6 of this Agreement4 hereof. Unless held in uncertificated book entry form, such Such stock certificates shall be held in custody by the Company (or its designated agent) until the restrictions thereon shall have lapsed. Upon the Company's request, the Participant The Executive shall deliver have delivered to the Company a duly signed stock power, endorsed in blank, relating to the Restricted Stock. If In the Participant event the Executive receives a stock dividend or extraordinary cash dividend on the Restricted Stock or the Participant Restricted Stock is split or the Executive receives any other shares, securities, moneys or property representing a dividend on the Restricted Stock (other than regular cash dividends on and after the date of this Agreement) or representing a distribution or return of capital upon or in respect of the Restricted Stock pursuant to or any part thereof, or resulting from a stock split-up, reclassification or other like changes of the Restricted Stock, or otherwise received in exchange therefor, and any warrants, rights or options issued to the Participant Executive in respect of the Restricted Stock (collectively "RS Property"), the Executive will also immediately deposit with and deliver to the Company (or its designated agent) as long as the Restricted Stock remains "Restricted Stock," any of such RS Property, including any certificates representing shares duly endorsed in blank or accompanied by stock powers duly executed in blank, and such RS Property shall be subject to the same restrictions restrictions, including that of this Section 3.1, as the Restricted Stock with regard to which they are issued and shall herein herein, except where the context otherwise requires, be encompassed within the term "Restricted Stock."

Retention of Certificates. Promptly after the date of this Agreement, the Company shall issue stock certificates representing the Restricted Stock unless, to the extent permitted under applicable law, unless it elects to issue the Shares in the form of uncertificated shares and recognize 7332/22742-001 current/36727905v4 such ownership through an uncertificated book entry account maintained by the Company (or its designee) on behalf of the Participant or through another similar methodmethod pursuant to Section 8 herein. The stock certificates shall be registered in the Participant's ’s name and shall bear any legend required under the Plan or Section 6 4(a) of this Agreement. Unless held in uncertificated book entry form, such stock certificates shall be held in custody by the Company (or its designated agent) until the restrictions thereon shall have lapsed. Upon the Company's ’s request, the Participant shall deliver to the Company a duly signed stock power, endorsed in blank, relating to the Restricted Stock. If the Participant receives a stock dividend or extraordinary cash dividend on the Restricted Stock or the shares of Restricted Stock are split or the Participant receives any other shares, securities, moneys or property representing a dividend on the Restricted Stock (other than regular cash dividends on and after the date of this Agreement) or representing a distribution or return of capital upon or in respect of the Restricted Stock pursuant to or any part thereof, or resulting from a stock split-up, reclassification or other like changes of the Restricted Stock, or otherwise received in exchange therefor, and any warrants, rights or options issued to the Participant in respect of the Restricted Stock (collectively "“RS Property") as long as ”), the Restricted Stock remains "Restricted Stock," Participant will also immediately deposit with and deliver to the Company any of such RS Property, including any certificates representing shares duly endorsed in blank or accompanied by stock powers duly executed in blank, and such RS Property shall be subject to the same restrictions restrictions, including that of this Section 3(a), as the Restricted Stock with regard to which they are issued and shall herein be encompassed within the term "“Restricted Stock."”

Retention of Certificates. Promptly after the date of this Agreement, the Company shall issue stock certificates representing the Restricted Stock unless, to the extent permitted under applicable law, unless it elects to issue the Shares in the form of uncertificated shares and recognize such ownership through an uncertificated book entry account maintained by the Company (or its designee) on behalf of the Participant or through another similar methodmethod pursuant to Section 8 herein. The stock certificates shall be registered in the Participant's ’s name and shall bear any legend required under the Plan or Section 6 of this Agreement4 hereof. Unless held in uncertificated book entry form, such stock certificates shall be held in custody by the Company (or its designated agent) until the restrictions thereon shall have lapsed. Upon the Company's request, the The Participant shall deliver to the Company a duly signed stock power, endorsed in blank, relating to the Restricted Stock; provided, that such stock power shall provide that it may only be used to effect a transfer back to the Company upon the forfeiture by the Participant of the Restricted Stock in accordance with the provisions of this Agreement. If the Participant receives a stock dividend or extraordinary cash dividend on the Restricted Stock or the Restricted Stock is split or the Participant receives any other shares, securities, moneys moneys, or property representing a dividend on the Restricted Stock (other than regular cash dividends and other cash equivalent distributions on and after the date of this Agreement) or representing a distribution or return of capital upon or in respect of the Restricted Stock pursuant to or any part thereof, or resulting from a stock split-up, reclassification reclassification, or other like changes of the Restricted Stock, or otherwise received in exchange therefor, and any warrants, rights rights, or options issued to the Participant in respect of the Restricted Stock (collectively "“RS Property") as long as ”), the Restricted Stock remains "Restricted Stock," Participant will also immediately deposit with and deliver to the Company any of such RS Property, including any certificates representing shares duly endorsed in blank or accompanied by stock powers duly executed in blank (provided that such stock powers shall provide that they may only be used to effect a transfer back to the Company upon the forfeiture by the Participant of such RS Property in accordance with the provisions of this Agreement), and such RS Property shall be subject to the same restrictions restrictions, including that of this Section 3(a), as the Restricted Stock with regard to which they are issued and shall herein be encompassed within the term "“Restricted Stock."”

Retention of Certificates. Promptly after the date of this Agreement, the Company shall issue stock certificates representing the Restricted Stock unless, to the extent permitted under applicable law, unless it elects to issue the Shares in the form of uncertificated shares and recognize such ownership through an uncertificated book entry account maintained by the Company (or its designee) on behalf of the Participant or through another similar methodmethod pursuant to Section 8 herein. The stock certificates shall be registered in the Participant's ’s name and shall bear any legend required under the Plan or Section 6 of this Agreement4 hereof. Unless held in uncertificated book entry form, such stock certificates shall be held in custody by the Company (or its designated agent) until the restrictions thereon shall have lapsed. Upon the Company's request, the The Participant shall deliver to the Company a duly signed stock power, endorsed in blank, relating to the Restricted Stock; provided, that such stock power shall provide that it may only be used to effect a transfer back to the Company upon the forfeiture by the Participant of the Restricted Stock in accordance with the provisions of this Agreement. If the Participant receives a stock dividend or extraordinary cash dividend on the Restricted Stock or the Restricted Stock is split or the Participant receives any other shares, securities, moneys or property representing a dividend on the Restricted Stock (other than regular cash dividends and other cash equivalent distributions on and after the date of this Agreement) or representing a distribution or return of capital upon or in respect of the Restricted Stock pursuant to or any part thereof, or resulting from a stock split-up, reclassification or other like changes of the Restricted Stock, or otherwise received in exchange therefor, and any warrants, rights or options issued to the Participant in respect of the Restricted Stock (collectively "“RS Property") as long as ”), the Restricted Stock remains "Restricted Stock," Participant will also immediately deposit with and deliver to the Company any of such RS Property, including any certificates representing shares duly endorsed in blank or accompanied by stock powers duly executed in blank (provided, that such stock powers shall provide that they may only be used to effect a transfer back to the Company upon the forfeiture by the Participant of such RS Property in accordance with the provisions of this Agreement), and such RS Property shall be subject to the same restrictions restrictions, including that of this Section 3(a), as the Restricted Stock with regard to which they are issued and shall herein be encompassed within the term "“Restricted Stock."”

Retention of Certificates. Promptly after the date of this Agreement, the Company shall issue stock certificates representing the Restricted Stock unless, to the extent permitted under applicable law, it elects to issue the Shares in the form of uncertificated shares and recognize such ownership through an uncertificated book entry account maintained by the Company (or its designee) on behalf of the Participant or through another similar method. The stock certificates shall be registered in the Participant's ’s name and shall bear any legend required under the Plan or Section 6 of this Agreement4. Unless held in uncertificated book entry form, such stock certificates shall be held in custody by the Company (or its designated agent) until the restrictions thereon shall have lapsed. Upon the Company's ’s request, the Participant shall deliver to the Company a duly signed stock power, endorsed in blank, relating to the Restricted Stock. If the Participant receives a stock dividend or extraordinary cash dividend on the Restricted Stock or the shares of Restricted Stock are split or the Participant receives any other shares, securities, moneys or property representing a dividend on the Restricted Stock (other than regular cash dividends on and or after the date of this Agreement) or representing a distribution or return of capital upon or in respect of the Restricted Stock pursuant to or any part thereof, or resulting from a stock split-up, reclassification or other like changes of the Restricted Stock, or otherwise received in exchange therefor, and or any warrants, rights or options issued to the Participant in respect of the Restricted Stock (collectively "“RS Property") as long as ”), the Restricted Stock remains "Restricted Stock," Participant will also immediately deposit with and deliver to the Company any of such RS Property, including, without limitation, any certificates representing shares duly endorsed in blank or accompanied by stock powers duly executed in blank, and such RS Property shall be subject to the same restrictions, including, without limitation, the restrictions in this Section 3(a), as the Restricted Stock with regard to which they are issued and shall herein be encompassed within the term "“Restricted Stock."”

Retention of Certificates. Promptly after the date of this Agreement, the Company shall issue stock certificates representing the Restricted Stock unless, to the extent permitted under applicable law, it elects to issue the Shares in the form of uncertificated shares and recognize such ownership through an uncertificated book entry account maintained by the Company (or its designee) on behalf of the Participant or through another similar method. The stock certificates shall be registered in the Participant's name and shall bear any legend required under the Plan or Section 6 of this Agreement4(a). Unless held in uncertificated book entry form, such stock certificates shall be held in custody by the Company (or its designated agent) until the restrictions thereon shall have lapsed. Upon the Company's request, the Participant shall deliver to the Company a duly signed stock power, endorsed in blank, relating to the Restricted Stock. If the Participant receives a stock dividend or extraordinary cash dividend on the Restricted Stock or the shares of Restricted Stock are split or the Participant receives any other shares, securities, moneys or property representing a dividend on the Restricted Stock (other than regular cash dividends on and or after the date of this Agreement) or representing a distribution or return of capital upon or in respect of the Restricted Stock pursuant to or any part thereof, or resulting from a stock split-up, reclassification or other like changes of the Restricted Stock, or otherwise received in exchange therefor, and or any warrants, rights or options issued to the Participant in respect of the Restricted Stock (collectively "RS Property") as long as ), the Restricted Stock remains "Restricted Stock," Participant will also immediately deposit with and deliver to the Company any of such RS Property, including, without limitation, any certificates representing shares duly endorsed in blank or accompanied by stock powers duly executed in blank, and such RS Property shall be subject to the same restrictions, including, without limitation, the restrictions in this Section 3(a), as the Restricted Stock with regard to which they are issued and shall herein be encompassed within the term "Restricted Stock."

Retention of Certificates. Promptly after the date of this AgreementGrant Date, the Company shall issue stock certificates representing the Restricted Stock unless, to the extent permitted under applicable law, unless it elects to issue the Shares in the form of uncertificated shares and recognize such ownership through an uncertificated book entry account maintained by the Company (or its designee) on behalf of the Participant or through another similar method. The Any such stock certificates shall be registered in the Participant's ’s name and shall bear any legend required under by the Plan or Section 6 of this AgreementPlan. Unless held in uncertificated book entry form, such stock certificates shall be held in custody by the Company (or its designated agent) until the restrictions thereon on the Restricted Stock shall have lapsedlapsed (including any restrictions under the Stockholders Agreement). Upon the Company's ’s request, the Participant shall deliver to the Company a duly signed stock power, endorsed in blank, relating to the Restricted StockShares. If the Participant receives a stock dividend or extraordinary cash dividend on receives, with respect to the Restricted Stock or the Participant receives any other part thereof, any (i) dividend (whether paid in shares, securities, moneys or property property), (other than regular cash dividends on and after the date ii) shares of this AgreementRestricted Stock pursuant to any split, (iii) representing a distribution or return of capital upon resulting from a split-up, reclassification or in respect other changes of the Restricted Stock pursuant to a stock split, reclassification or other like changes of the Restricted Stock, or otherwise received in exchange therefor, and any (iv) warrants, options or any other rights or options issued properties (collectively “RS Property”), the Participant shall immediately deposit with and deliver to the Participant in respect Company all of the Restricted Stock (collectively "such RS Property") as long as , including, upon the Restricted Stock remains "Restricted Stock," such Company’s request, any certificates representing shares duly endorsed in blank or accompanied by stock powers duly executed in blank. The RS Property shall be subject to the same restrictions restrictions, including those in this Section 2(a), as the Restricted Stock with regard respect to which they are issued it is issued, and shall herein be encompassed within the term "“Restricted Stock."” Unless otherwise determined by the Committee, RS Property issued in the form of cash will not be reinvested in Common Stock and will be held until delivered to the Participant within 30 days after the date the restrictions related to the Restricted Stock lapse. The restrictions on any RS Property will lapse on the date that the underlying Restricted Stock vests and ceases to be Restricted Stock.

Retention of Certificates. Promptly after the date of this AgreementGrant Date, the Company shall issue stock certificates representing the Restricted Stock unlessStock, to the extent permitted under applicable law, unless it elects to issue the Shares in the form of uncertificated shares and recognize such ownership through an uncertificated book entry account maintained by the Company (or its designee) on behalf of the Participant or through another similar methodmethod pursuant to Section 8 herein. The stock certificates shall be registered in the Participant's ’s name and shall bear any legend required under the Plan or Section 6 of this AgreementPlan. Unless held in uncertificated book entry form, such Such stock certificates shall be held in custody by the Company (or its designated agent) until the restrictions thereon shall have lapsed. Upon the Company's ’s request, the Participant shall deliver to the Company a duly signed stock power, endorsed in blank, relating to the Restricted Stock. If In the event the Participant receives a stock dividend or extraordinary cash dividend on the Restricted Stock or the Shares of Restricted Stock are split or the Participant receives any other shares, securities, moneys or property representing a dividend on the Restricted Stock (other than regular cash dividends on and after the date of this AgreementGrant Date) or representing a distribution or return of capital upon or in respect of the Restricted Stock pursuant to or any part thereof, or resulting from a stock split-up, reclassification or other like changes of the Restricted Stock, or otherwise received in exchange therefor, and any warrants, rights or options issued to the Participant in respect of the Restricted Stock (collectively "“RS Property") as long as ”), the Restricted Stock remains "Restricted Stock," Participant will also immediately deposit with and deliver to the Company any such RS Property, including any certificates representing shares duly endorsed in blank or accompanied by stock powers duly endorsed in blank, and such RS Property shall be subject to the same restrictions restrictions, including that of this Section 3.1, as the Restricted Stock with regard to which they are issued and shall herein be encompassed within the term "“Restricted Stock."”

Retention of Certificates. Promptly after the date of this AgreementIssuance Date, the Company shall issue stock certificates representing the Restricted Stock unless, to the extent permitted under applicable law, unless it elects to issue the Shares in the form of uncertificated shares and recognize such ownership through an uncertificated book entry account maintained by the Company (or its designee) on behalf of the Participant or through another similar methodmethod pursuant to Section 8 herein. The stock certificates shall be registered in the Participant's ’s name and shall bear any legend required under the Plan or Section 6 4(a) of this Agreement. Unless held in uncertificated book entry form, such stock certificates shall be held in custody by the Company (or its designated agent) until the restrictions thereon shall have lapsed. Upon the Company's ’s request, the Participant shall deliver to the Company a duly signed stock power, endorsed in blank, relating to the Restricted Stock. If the Participant receives a stock dividend or extraordinary cash dividend on the Restricted Stock or the shares of Restricted Stock are split or the Participant receives any other shares, securities, moneys or property representing a dividend on the Restricted Stock (other than regular cash dividends on and after the date of this Agreement) or representing a distribution or return of capital upon or in respect of the Restricted Stock pursuant to or any part thereof, or resulting from a stock split-up, reclassification or other like changes of the Restricted Stock, or otherwise received in exchange therefor, and any warrants, rights or options issued to the Participant in respect of the Restricted Stock (collectively "“RS Property") as long as ”), the Restricted Stock remains "Restricted Stock," Participant will also immediately deposit with and deliver to the Company any of such RS Property, 7332/22742-001 current/41959974v1 including any certificates representing shares duly endorsed in blank or accompanied by stock powers duly executed in blank, and such RS Property shall be subject to the same restrictions restrictions, including that of this Section 3(a), as the Restricted Stock with regard to which they are issued and shall herein be encompassed within the term "“Restricted Stock."”