without limitation, restrictions based upon the achievement of specific performance goals. The period of time during which the Stock Awards will remain subject to restrictions will be designated in the Grant Instrument as the Restriction Period. The consideration, if any, for Shares acquired pursuant to a Stock Award shall be paid either: (i) in cash at the time of purchase; or (ii) in any other form of legal consideration that may be acceptable to the Committee in its discretion including, without limitation, a recourse promissory note, property or a Share for Share exchange, or prior services that the Committee determines have a value that is adequate consideration for the issuance of such Share.
(b) Number of Shares. The Committee shall determine the number of Shares to be issued or transferred pursuant to a Stock Award and the restrictions applicable to such Shares.
(c) Requirement of Employment or Service. If the Grantee ceases to be employed by, or provide service to, the Employer during a period designated in the Grant Instrument as the Restriction Period, or if other specified conditions are not met, the Stock Award shall terminate as to all Shares covered by the Stock Award as to which the restrictions have not lapsed, and those Shares must be immediately returned to the Employer. The Committee may, however, provide for complete or partial exceptions to this requirement as it deems appropriate.
(d) Restrictions on Transfer. During the Restriction Period, a Grantee may not sell, assign, transfer, pledge or otherwise dispose of the Stock Awards except to a successor pursuant to Section 8.
(e) Right to Vote and Receive Distributions. Unless the Committee determines otherwise, during the Restriction Period, a Grantee (i) shall have the right to exercise voting rights, if any, with respect to Shares subject to Stock Awards and (ii) shall have the right to receive any distributions paid on such Shares, subject to any restrictions deemed appropriate by the Committee, including, without limitation, the achievement of specific performance goals.
(f) Lapse of Restrictions. All restrictions imposed on Stock Awards shall lapse upon the expiration of the applicable Restriction Period and the satisfaction of all conditions imposed by the Committee. The Committee may determine, as to any or all Stock Awards, that the restrictions shall lapse without regard to any Restriction Period.
(g) Vesting. Shares acquired under the Stock Award may, but need not, be subject to a Restriction Period that specifies a right of repurchase in favor of the Company in accordance with a vesting schedule to be determined by the Committee, or forfeiture in the event the consideration was in the form of services. The Committee in its discretion may provide for an acceleration of vesting in the terms of any Stock Award, at any time, including in the event a Change of Control occurs. Following a termination of the Grantees service, unvested Shares that were granted to the Grantee in consideration for prior services shall be forfeited, subject to the Companys right to repurchase all or part of such Shares at their issue price or other stated or formula price from the Grantee (or to require forfeiture of such Shares).
(h) Withholding Taxes. As a condition to becoming an owner of Shares and the lapse of the restrictions on transfer, the Grantee shall make such arrangements as the Board may require for the satisfaction of any Federal, state, local or foreign withholding tax obligations that may arise in connection with such Award or purchase.