The period over which the Restricted Stock vests is referred to as the Restricted Period. Vested Restricted Stock will be settled in shares of Common Stock as soon as reasonably practicable following the date on which the Restricted Stock vests; provided, however, that in no event shall such shares of Common Stock be settled more than thirty (30) days after such vesting date.
3.2 The foregoing vesting schedule notwithstanding:
(a) if the Grantees Continuous Service is terminated as a result of the Grantees death or Disability, one hundred percent (100%) of the unvested Restricted Stock shall vest as of the date of such termination;
(b) if the Grantees Continuous Service is terminated by the Company or an Affiliate without Cause (other than within twelve (12) months following a Change in Control which shall be governed by Section 3.2(c) below), the Compensation Committee may determine, in its sole discretion, at the time of your termination, to accelerate the vesting of all or any portion of the Restricted Stock; and
(c) if the Grantees Continuous Service is terminated by the Company or an Affiliate without Cause (other than on account of the Grantees death or Disability) within twelve (12) months following a Change in Control, one hundred percent (100%) of the unvested Restricted Stock shall vest as of the date of such termination.
4. Restrictions. The Restricted Stock and any rights relating thereto may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than in accordance with the terms of the Plan.
5. Rights as Shareholder; Dividends.
5.1 The Grantee shall be the record owner of the Restricted Stock until the shares of Common Stock are sold or otherwise disposed of, and shall be entitled to all of the rights of a shareholder of the Company including without limitation the right to vote such shares and receive all dividends or other distributions paid with respect to such shares.
5.2 The Company may issue stock certificates or evidence the Grantees interest by using a restricted book entry account with the Companys transfer agent. Physical possession or custody of any stock certificates that are issued shall be retained by the Company until such time as the Restricted Stock vests.
5.3 If the Grantee forfeits any rights he or she has under this Agreement in accordance with Section 3, the Grantee shall, on the date of such forfeiture, no longer have any rights as a shareholder with respect to the Restricted Stock and shall no longer be entitled to vote or receive dividends on such shares.