Common use of Shares Held in Escrow Clause in Contracts

Shares Held in Escrow. Unless and until the Restricted Shares shall have vested in the manner set forth in Sections 3 or 4 herein, such shares shall be issued in the name of the Outside Director and held by the Secretary of the Company as escrow agent (the “Escrow Agent”), and shall not be sold, transferred, assigned, or otherwise disposed of, and shall not be pledged, alienated, or otherwise hypothecated. The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Shares or otherwise note on its records as to the restrictions on transfer set forth in this Agreement and the Plan. The certificate or certificates representing such shares shall not be delivered by the Escrow Agent to the Outside Director unless and until the shares have vested and all other terms and conditions in this Agreement have been satisfied. The Restricted Shares will be released from escrow as soon as practicable after the shares vest. The Outside Director shall, upon execution of this Agreement, deliver and deposit with the Escrow Agent the share certificates representing the Restricted Shares, together with the Assignment Separate from Certificate (the “Stock Assignment”) duly endorsed in blank, attached hereto as Appendix A. The unvested Restricted Shares and Stock Assignment shall be held by the Escrow Holder until such time as the Restricted Shares vest and are released from escrow.