Terms of Restricted Stock. (a) The Restricted Stock is subject to forfeiture as provided herein and, during the Restriction Period defined below, may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of by the Participant, other than by will or by the laws of descent and distribution of the state in which the Participant resides on the date of his death. The period during which the Restricted Stock is not vested and is subject to transfer restrictions is referred to herein as the "Restriction Period." (b) Except as otherwise provided in this Agreement or the Plan, each share of Restricted Stock shall vest and no longer be subject to forfeiture or any transfer restrictions hereunder on the third anniversary of its acquisition by the Participant, so long as the Participant has remained continuously employed by the Company from such acquisition date through such third anniversary. (c) In the event of (i) the Participant's termination of employment with the Company by reason of death or Disability (for purposes of this Section 3, "Disability" shall have the meaning set forth in Section 409A(a)(2)(C) of the Code at any time such definition is more restrictive than the Plan definition of "Disability"), (ii) his termination of employment with the Company on or after his attainment of eligibility for retirement (as determined by the Board from time to time), or (iii) a Change in Control (provided that such Change in Control also constitutes a "change in ownership or effective control" of the Company within the meaning of Section 409A(a)(2)(A)(v) of the Code), any portion of the Restricted Stock that has not vested shall immediately vest and no longer be subject to forfeiture or any transfer restrictions hereunder; provided that in the case of a Participant who is a "specified employee" within the meaning of Section 409A(a)(2)(B) of the Code, such Restricted Stock shall not vest before the date which is six months after the date of the Participant's separation from service (or, if earlier, the date of his death). If the Participant's employment with the Company is terminated for any other reason, voluntarily or involuntarily, prior to the expiration of the Restriction Period for any shares of Restricted Stock acquired pursuant to this Agreement by the Participant, then (X) any portion of the Restricted Stock acquired by the Participant pursuant to the Company Match that has not vested as of the date of employment termination shall immediately be forfeited, ownership shall be transferred back to the Company and the Restricted Stock shall become authorized but unissued Shares, and (Y) any portion of the Restricted Stock acquired by the Participant in respect of salary or bonus reductions that has not vested as of the date of the employment termination may, at the Company's option, be repurchased by the Company at the price paid by the Participant for such Restricted Stock (and the Company may pay such purchase price in whole or in part by cancellation of any indebtedness owed by the Participant to the Company).
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Terms of Restricted Stock. (a) The Restricted Stock is subject to forfeiture as provided herein and, during the Restriction Period defined below, may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of by the Participant, other than by will or by the laws of descent and distribution of the state in which the Participant resides on the date of his death. The period during which the Restricted Stock is not vested and is subject to transfer restrictions is referred to herein as the "Restriction Period."
(b) Except as otherwise provided in this Agreement or the Plan, each share of Restricted Stock shall vest and no longer be subject to forfeiture or any transfer restrictions hereunder on the third anniversary of its acquisition by the Participant, so long as the Participant has remained continuously employed by continued to serve as a member of the Company Company's Board from such acquisition date through such third anniversary.
(c) In If the event Participant ceases to serve as a member of (i) the ParticipantCompany's termination of employment with the Company Board by reason of death or Disability (for purposes of this Section 3, "Disability" shall have the meaning set forth in Section 409A(a)(2)(C) of the Code at any time such definition is more restrictive than the Plan definition of "Disability"), (ii) his termination of employment with the Company on or after his attainment of eligibility for retirement (as determined by the Board from time to time), or (iii) if there is a Change in Control (provided that such Change in Control also constitutes a "change in ownership or effective control" of the Company within the meaning meeting of Section 409A(a)(2)(A)(v) of the Code), then any portion of the Restricted Stock that has not vested shall immediately vest and no longer be subject to forfeiture or any transfer restrictions hereunder; provided that in the case of a Participant who is a "specified employee" within the meaning of Section 409A(a)(2)(B) of the Code, such Restricted Stock shall not vest before the date which is six months after the date of the Participant's separation from service (or, if earlier, the date of his death). If the ParticipantParticipant ceases to serve as a member of the Company's employment with the Company is terminated Board for any other reason, voluntarily or involuntarily, prior to the expiration of the Restriction Period for any shares of Restricted Stock acquired pursuant to this Agreement by the Participant, then (X) any portion of the Restricted Stock acquired by the Participant pursuant to the Company Match that has not vested as of the date of employment termination cessation of service shall immediately be forfeited, ownership shall be transferred back to the Company and the Restricted Stock shall become authorized but unissued Shares, and (Y) any portion of the Restricted Stock acquired by the Participant in respect of salary or bonus Director Compensation reductions that has not vested as of the date of the employment termination cessation of service may, at the Company's option, be repurchased by the Company at the price paid by the Participant for such Restricted Stock (and the Company may pay such purchase price in whole or in part by cancellation of any indebtedness owed by the Participant to the Company).
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Terms of Restricted Stock. (a) The Restricted Stock is subject to forfeiture as provided herein and, during the Restriction Period defined below, may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of by the Participant, other than by will or by the laws of descent and distribution of the state in which the Participant resides on the date of his death. The period during which the Restricted Stock is not vested and is subject to transfer restrictions is referred to herein as the "Restriction Period."
(b) Except as otherwise provided in this Agreement or the Plan, each share of Restricted Stock shall vest and no longer be subject to forfeiture or any transfer restrictions hereunder on the third anniversary of its acquisition by the Participantdate, so long as the Participant has remained continuously employed by continued to serve as a member of the Company Company's Board from such the acquisition date through such third anniversary.
(c) In If the event Participant ceases to serve as a member of (i) the ParticipantCompany's termination of employment with the Company Board by reason of death or Disability (for purposes of this Section 3, "Disability" shall have the meaning set forth in Section 409A(a)(2)(C) of the Code at any time such definition is more restrictive than the Plan definition of "Disability"), (ii) his termination of employment with the Company on or after his attainment of eligibility for retirement (as determined by the Board from time to time), or (iii) if there is a Change in Control (provided that such Change in Control also constitutes a "change in ownership or effective control" of the Company within the meaning of Section 409A(a)(2)(A)(v) of the Code), then any portion of the Restricted Stock that has not vested shall immediately vest and no longer be subject to forfeiture or any transfer restrictions hereunder; provided that in the case of a Participant who is a "specified employee" within the meaning of Section 409A(a)(2)(B) of the Code, such Restricted Stock shall not vest before the date which is six months after the date of the Participant's separation from service (or, if earlier, the date of his death). If the ParticipantParticipant ceases to serve as a member of the Company's employment with the Company is terminated Board for any other reason, voluntarily or involuntarily, prior to the expiration of the Restriction Period for any shares of Restricted Stock acquired pursuant to this Agreement by the Participant, then (X) any portion of the Restricted Stock acquired by the Participant pursuant to the Company Match that has not vested as of the date of employment termination cessation of service shall immediately be forfeited, ownership shall be transferred back to the Company and the Restricted Stock shall become authorized but unissued Shares, and (Y) any portion of the Restricted Stock acquired by the Participant in respect of salary or bonus Director Compensation reductions that has not vested as of the date of the employment termination cessation of service may, at the Company's option, be repurchased by the Company at the price paid by the Participant for such Restricted Stock (and the Company may pay such purchase price in whole or in part by cancellation of any indebtedness owed by the Participant to the Company).
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Terms of Restricted Stock. (a) The Restricted Stock is subject to forfeiture as provided herein and, during the Restriction Period defined below, may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of by the Participant, other than by will or by the laws of descent and distribution of the state in which the Participant resides on the date of his death. The period during which the Restricted Stock is not vested and is subject to transfer restrictions is referred to herein as the "“Restriction Period."”
(b) Except as otherwise provided in this Agreement or the Plan, each share of Restricted Stock shall vest and no longer be subject to forfeiture or any transfer restrictions hereunder on the third anniversary of its acquisition by the Participant, so long as the Participant has remained continuously employed by the Company from such acquisition date through such third anniversary.
(c) In the event of (i) the Participant's ’s termination of employment with the Company by reason of death or Disability (for purposes of this Section 3, "“Disability" ” shall have the meaning set forth in Section 409A(a)(2)(C) of the Code at any time such definition is more restrictive than the Plan definition of "“Disability"”), (ii) his termination of employment with the Company on or after his attainment of eligibility for retirement (as determined by the Board from time to time), or (iii) a Change in Control (provided that such Change in Control also constitutes a "“change in ownership or effective control" ” of the Company within the meaning of Section 409A(a)(2)(A)(v) of the Code), any portion of the Restricted Stock that has not vested shall immediately vest and no longer be subject to forfeiture or any transfer restrictions hereunder; provided that in the case of a Participant who is a "“specified employee" ” within the meaning of Section 409A(a)(2)(B) of the Code, such Restricted Stock shall not vest before the date which is six months after the date of the Participant's ’s separation from service (or, if earlier, the date of his death). If the Participant's ’s employment with the Company is terminated for any other reason, voluntarily or involuntarily, prior to the expiration of the Restriction Period for any shares of Restricted Stock acquired pursuant to this Agreement by the Participant, then (X) any portion of the Restricted Stock acquired by the Participant pursuant to the Company Match that has not vested as of the date of employment termination shall immediately be forfeited, ownership shall be transferred back to the Company (and any dividends or other distributions with respect thereto paid to the Participant shall be returned to the Company) and the Restricted Stock shall become authorized but unissued Shares, and (Y) any portion of the Restricted Stock acquired by the Participant in respect of salary or bonus reductions that has not vested as of the date of the employment termination may, at the Company's ’s option, be repurchased by the Company at the price paid by the Participant for such Restricted Stock Stock, less the amount of dividends received by the Participant (and the Company may pay such purchase price in whole or in part by cancellation of any indebtedness owed by the Participant to the Company).
(d) If the Board determines in good faith that the Participant has engaged in any Detrimental Activity during the period that the Participant is employed by the Company or during the two-year period following the Participant’s voluntary termination of employment or his termination by the Company for Cause, then (X) any portion of the Restricted Stock acquired by the Participant pursuant to the Company Match that has not vested as of the date of the Board’s determination shall immediately be forfeited, ownership shall be transferred back to the Company (and any dividends or other distributions with respect thereto paid to the Participant shall be returned to the Company) and the Restricted Stock shall become authorized but unissued Shares, and (Y) any portion of the Restricted Stock acquired by the Participant in respect of salary or bonus reductions that has not vested as of the date of the Board’s determination may, at the Company’s option, be repurchased by the Company at the price paid by the Participant for such Restricted Stock less the amount of dividends received by the Participant (and the Company may pay such purchase price in whole or in part by cancellation of any indebtedness owed by the Participant to the Company). If, at the time of such determination, shares of Restricted Stock acquired by the Participant pursuant to the Company Match have already vested, the Participant shall repay to the Company the Fair Market Value of such Shares as of the date(s) that they were issued or allocated to the Participant (and any dividends or other distributions with respect thereto paid to the Participant shall be returned to the Company).
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Terms of Restricted Stock. (a) The Restricted Stock is subject to forfeiture as provided herein and, during the Restriction Period defined below, may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of by the Participant, other than by will or by the laws of descent and distribution of the state in which the Participant resides on the date of his death. The period during which the Restricted Stock is not vested and is subject to transfer restrictions is referred to herein as the "“Restriction Period."”
(b) Except as otherwise provided in this Agreement or the Plan, each share of Restricted Stock acquired hereunder shall vest and no longer be subject to forfeiture or any transfer restrictions hereunder on the third anniversary of its acquisition by the Participantdate, so long as the Participant has remained continuously employed by continued to serve as a member of the Company Company’s Board from such the acquisition date through such third anniversary.
(c) In If the event Participant separates from service (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (ithe “Code”)) as a member of the Participant's termination of employment with the Company Company’s Board either by reason of death or Disability (for purposes of this Section 3, "“Disability" ” shall have the meaning set forth in Section 409A(a)(2)(C) of the Code at any time such definition is more restrictive than the Plan definition of "“Disability"), (ii) his termination of employment with the Company on or after his attainment of eligibility for retirement (as determined by the Board from time to time”), or (iii) at the expiration of his or her term as a director, or if there is a Change in Control (provided that such Change in Control also constitutes a "“change in ownership or effective control" ” of the Company within the meaning of Section 409A(a)(2)(A)(v) of the Code), then any portion of the Restricted Stock that has not vested shall immediately vest and no longer be subject to forfeiture or any transfer restrictions hereunder; provided that in the case of a Participant who is a "specified employee" within the meaning of Section 409A(a)(2)(B) of the Code, such Restricted Stock shall not vest before the date which is six months after the date of the Participant's separation from service (or, if earlier, the date of his death). If the Participant's employment with Participant separates from service as a member of the Company is terminated Company’s Board for any other reason, voluntarily or involuntarily, prior to the expiration of the Restriction Period for any shares of Restricted Stock acquired pursuant to this Agreement by the Participanthis or her most recent term, then (X) any portion of the Restricted Stock acquired by the Participant pursuant to the Company Match that has not vested as of the date of employment termination separation from service shall immediately be forfeited, ownership shall be transferred back to the Company (and any dividends or other distributions with respect thereto paid to the Participant shall be returned to the Company) and the Restricted Stock shall become authorized but unissued Shares, and (Y) any portion of the Restricted Stock acquired by the Participant in respect of salary or bonus Director Compensation reductions that has not vested as of the date of the employment termination separation from service may, at the Company's ’s option, be repurchased by the Company at the price paid by the Participant for such Restricted Stock Stock,less the amount of dividends received by the Participant (and the Company may pay such purchase price in whole or in part by cancellation of any indebtedness owed by the Participant to the Company). Any such Restricted Stock not so repurchased by the Company will vest on the third anniversary of its acquisition by the Participant.
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Terms of Restricted Stock. (a) The Restricted Stock is subject to forfeiture as provided herein and, during the Restriction Period defined below, may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of by the Participant, other than by will or by the laws of descent and distribution of the state in which the Participant resides on the date of his death. The period during which the Restricted Stock is not vested and is subject to transfer restrictions is referred to herein as the "“Restriction Period."”
(b) Except as otherwise provided in this Agreement or the Plan, each share of Restricted Stock shall vest and no longer be subject to forfeiture or any transfer restrictions hereunder on the third anniversary of its acquisition by the Participant, so long as the Participant has remained continuously employed by the Company from such acquisition date through such third anniversary.
(c) In the event of (i) the Participant's ’s termination of employment with the Company by reason of death or Disability (for purposes of this Section 3, "“Disability" ” shall have the meaning set forth in Section 409A(a)(2)(C) of the Code at any time such definition is more restrictive than the Plan definition of "“Disability"”), (ii) his termination of employment with the Company on or after his attainment of eligibility for retirement (as determined by the Board from time to time), or (iii) a Change in Control (provided that such Change in Control also constitutes a "“change in ownership or effective control" ” of the Company within the meaning of Section 409A(a)(2)(A)(v) of the Code), any portion of the Restricted Stock that has not vested shall immediately vest and no longer be subject to forfeiture or any transfer restrictions hereunder; provided that in the case of a Participant who is a "“specified employee" ” within the meaning of Section 409A(a)(2)(B) of the Code, such Restricted Stock shall not vest before the date which is six months after the date of the Participant's ’s separation from service (or, if earlier, the date of his death). If the Participant's ’s employment with the Company is terminated for any other reason, voluntarily or involuntarily, prior to the expiration of the Restriction Period for any shares of Restricted Stock acquired pursuant to this Agreement by the Participant, then (X) any portion of the Restricted Stock acquired by the Participant pursuant to the Company Match that has not vested as of the date of employment termination shall immediately be forfeited, ownership shall be transferred back to the Company (and any dividends or other distributions with respect thereto paid to the Participant shall be returned to the Company) and the Restricted Stock shall become authorized but unissued Shares, and (Y) any portion of the Restricted Stock acquired by the Participant in respect of salary or bonus reductions that has not vested as of the date of the employment termination may, at the Company's ’s option, be repurchased by the Company at the price paid by the Participant for such Restricted Stock Stock, less the amount of dividends received by the Participant (and the Company may pay such purchase price in whole or in part by cancellation of any indebtedness owed by the Participant to the Company). Any such Restricted Stock not so repurchased by the Company will vest on the third anniversary of its acquisition by the Participant.
(d) If the Board determines in good faith that the Participant has engaged in any Detrimental Activity during the period that the Participant is employed by the Company or during the two-year period following the Participant’s voluntary termination of employment or his termination by the Company for Cause, then (X) any portion of the Restricted Stock acquired by the Participant pursuant to the Company Match that has not vested as of the date of the Board’s determination shall immediately be forfeited, ownership shall be transferred back to the Company (and any dividends or other distributions with respect thereto paid to the Participant shall be returned to the Company) and the Restricted Stock shall become authorized but unissued Shares, and (Y) any portion of the Restricted Stock acquired by the Participant in respect of salary or bonus reductions that has not vested as of the date of the Board’s determination may, at the Company’s option, be repurchased by the Company at the price paid by the Participant for such Restricted Stock less the amount of dividends received by the Participant (and the Company may pay such purchase price in whole or in part by cancellation of any indebtedness owed by the Participant to the Company). If, at the time of such determination, shares of Restricted Stock acquired by the Participant pursuant to the Company Match have already vested, the Participant shall repay to the Company the Fair Market Value of such Shares as of the date(s) that they were issued or allocated to the Participant (and any dividends or other distributions with respect thereto paid to the Participant shall be returned to the Company).
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Terms of Restricted Stock. The grant of Restricted Shares provided in Section 1 hereof shall be subject to the following terms, conditions and restrictions:
(a) The Grantee's grant and record of ownership of the Restricted Stock is subject Shares shall be kept on the books of the Company, until the Restricted Shares have vested and the restrictions on transfer have lapsed pursuant to forfeiture Section 3 below. Subject to Section 5 hereof, following such lapse unrestricted shares shall be evidenced by stock certificates, which certificates shall be registered in the name of the Grantee and transferred to the Grantee free of the restrictions set forth in Section 2(b) below. Except as set forth herein, the Grantee shall possess all incidents of ownership (including, without limitation, dividend and voting rights) in respect of the Restricted Shares unless such Restricted Shares are forfeited in accordance with Section 2(c) below.
(b) Except as provided herein andin this Section 2 (b), during the Restriction Period defined below, Restricted Shares and any interest therein may not be sold, exchangedassigned, transferred, pledged, hypothecated or otherwise disposed of by the Participantof, other than except by will or by the laws of descent and distribution, prior to the distribution of the state Common Stock in which the Participant resides on the date respect of his death. The period during which the such Restricted Stock is not vested Shares and is subject to transfer restrictions is referred to herein as the "Restriction Period."
(b) Except as otherwise provided conditions set forth in this Agreement or the Plan, each share Agreement. Any attempt to transfer Restricted Shares in contravention of this Section shall be void AB INITIO. Restricted Stock Shares shall vest and no longer not be subject to forfeiture execution, attachment or any other process. Notwithstanding the foregoing, the Grantee shall be permitted to transfer restrictions hereunder on Restricted Shares to members of his immediate family (I.E., children, grandchildren or spouse), trusts for the third anniversary benefit of its acquisition by such family members, and partnerships whose only partners are such family members; provided, however, that no consideration can be paid for the Participant, so long as transfer of the Participant has remained continuously employed by Restricted Shares and the Company from such acquisition date through such third anniversarytransferee of the Restricted Shares shall be subject to all conditions applicable to the Restricted Shares (including all of the terms and conditions of this Agreement) prior to transfer.
(c) In For purposes of the event grant hereunder, any transfer of (i) employment by the Participant's Grantee among the Company and its Subsidiaries shall not be considered a termination of employment with the Company by reason of death or Disability (for purposes of this Section 3, "Disability" shall have the meaning set forth in Section 409A(a)(2)(C) of the Code at any time such definition is more restrictive than the Plan definition of "Disability"), (ii) his termination of employment with the Company on or after his attainment of eligibility for retirement (as determined by the Board from time to time), or (iii) a Change in Control (provided that such Change in Control also constitutes a "change in ownership or effective control" of the Company within the meaning of Section 409A(a)(2)(A)(v) of the Code), any portion of the Restricted Stock that has not vested shall immediately vest and no longer be subject to forfeiture or any transfer restrictions hereunder; provided that in the case of a Participant who is a "specified employee" within the meaning of Section 409A(a)(2)(B) of the Code, such Restricted Stock shall not vest before the date which is six months after the date of the Participant's separation from service (or, if earlier, the date of his death)employment. If the ParticipantGrantee's employment with the Company is terminated for any reason other reasonthan death, voluntarily or involuntarilyDisability (as defined in the Employment Agreement), prior to the expiration termination of the Restriction Period for any shares of Restricted Stock acquired pursuant to this Agreement employment by the ParticipantCompany without Cause (as defined in the Employment Agreement) or termination by the Grantee for Good Reason (as defined in the Employment Agreement), then (X) any portion all of the Restricted Stock acquired Shares which have not vested and with respect to which the restrictions on transfer set forth in Section 2(b) hereof have not yet lapsed in accordance with Section 3 below, shall be forfeited by the Participant pursuant to the Company Match that has not vested as of the date of employment termination shall immediately be forfeited, ownership Grantee and shall be transferred back to the Company and the Restricted Stock shall become authorized but unissued Shares, and (Y) any portion of the Restricted Stock acquired by the Participant in respect of salary or bonus reductions that has not vested as of the date of the employment termination may, at the Company's option, be repurchased cancelable by the Company at the price paid without further action by the Participant for such Restricted Stock (and the Company may pay such purchase price in whole or in part by cancellation of any indebtedness owed by the Participant to the Company)Grantee.
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Terms of Restricted Stock. (a) The Restricted Stock is subject to forfeiture as provided herein and, during the Restriction Period defined below, may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of by the Participant, other than by will or by the laws of descent and distribution of the state in which the Participant resides on the date of his death. The period during which the Restricted Stock is not vested and is subject to transfer restrictions is referred to herein as the "Restriction Period."
(b) Except as otherwise provided in this Agreement or the Plan, each share of Restricted Stock shall vest and no longer be subject to forfeiture or any transfer restrictions hereunder on the third anniversary of its acquisition by the Participant, so long as the Participant has remained continuously employed by the Company from such acquisition date through such third anniversary.
(c) In the event of (i) the Participant's termination of employment with the Company by reason of death or Disability (for purposes of this Section 3, "Disability" shall have the meaning set forth in Section 409A(a)(2)(C) of the Code at any time such definition is more restrictive than the Plan definition of "Disability"), (ii) his termination of employment with the Company on or after his attainment of eligibility for retirement (as determined by the Board from time to time), or (iii) a Change in Control (provided that such Change in Control also constitutes a "change in ownership or effective control" of the Company within the meaning meeting of Section 409A(a)(2)(A)(v) of the Code), any portion of the Restricted Stock that has not vested shall immediately vest and no longer be subject to forfeiture or any transfer restrictions hereunder; provided that in the case of a Participant who is a "specified employee" within the meaning of Section 409A(a)(2)(B) of the Code, such Restricted Stock shall not vest before the date which is six months after the date of the Participant's separation from service (or, if earlier, the date of his death). If the Participant's employment with the Company is terminated for any other reason, voluntarily or involuntarily, prior to the expiration of the Restriction Period for any shares of Restricted Stock acquired pursuant to this Agreement by the Participant, then (X) any portion of the Restricted Stock acquired by the Participant pursuant to the Company Match that has not vested as of the date of employment termination shall immediately be forfeited, ownership shall be transferred back to the Company and the Restricted Stock shall become authorized but unissued Shares, and (Y) any portion of the Restricted Stock acquired by the Participant in respect of salary or bonus reductions that has not vested as of the date of the employment termination may, at the Company's option, be repurchased by the Company at the price paid by the Participant for such Restricted Stock (and the Company may pay such purchase price in whole or in part by cancellation of any indebtedness owed by the Participant to the Company).
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