Restricted Shares subject to this Agreement, or earlier, if requested by the Grantee, the Company shall issue an appropriate certificate for those Restricted Shares that have become vested.
4.Nontransferability of Restricted Shares. Until such time as the Restricted Shares become vested, the Grantee shall not have any right to sell, assign, transfer, pledge, hypothecate, or otherwise dispose of the Restricted Shares. The Grantee represents and warrants to the Company that he/she shall not sell, assign, transfer, pledge, hypothecate, or otherwise dispose of the Restricted Shares in violation of applicable securities laws, the Plan or the provisions of this Agreement.
5.Vesting. The Grantee's interest in the Restricted Shares shall vest and become nonforfeitable as follows: Except as otherwise provided herein or in the Plan, the Grantee's interest in the Restricted Shares shall vest in 50% of the Restricted Shares on each of the first and second anniversaries of the Effective Date, provided that the Grantee is still employed by the Company.
Notwithstanding the preceding paragraph of this Section 5, the Grantee's interest in the Restricted Shares not previously vested or forfeited shall become 100% vested upon the occurrence of a Change in Control (as defined in the Plan).
6.Forfeiture. Except as set forth herein or in the Plan, if the Grantee ceases to be an employee of the Company for any reason before becoming 100% vested in the Restricted Shares, the unvested portion of the Restricted Shares shall not vest, and the Grantee's interest in the unvested portion of the Restricted Shares shall be immediately forfeited effective as of the date of such termination of service.
7.Voting and Other Rights. The Grantee shall have absolute beneficial ownership of the Restricted Shares, including the right to vote any and all Restricted Shares and to receive dividends or other distributions thereon, subject to the vesting restrictions set forth in Section 5, until the earlier of the date on which such Restricted Shares shall be forfeited as provided herein or the date on which the Grantee ceases to own such shares.
8.Grantee Representations. The Grantee represents and warrants to the Company that:
(a)he/she is acquiring the Restricted Shares for his/her own account for investment and not with a view to or for resale in connection with any distribution of the Restricted Shares and that he/she has no present intention of distributing or reselling the Restricted Shares;
(b)the certificate or certificates representing the Restricted Shares shall bear an appropriate legend relating to restrictions on transfer; and
(c)he/she has not (a) directly or indirectly rendered services to or for an organization, or engaged in a business, that is, in the judgment of the Committee, in competition with the Company or (b) disclosed to anyone outside of the Company, or used for any purpose other than the Company's business, any confidential or proprietary information or material relating to the Company.