Form of 2011 Equity Incentive Plan Restricted Stock Award Grant Notice and Restricted Stock Award Agreement

  (a)           Vesting.  The Participant shall become vested in the Shares in accordance with the vesting schedule listed above, except as otherwise accelerated pursuant to Paragraph 3(b).  Shares that have vested and are no longer subject to forfeiture according to the vesting schedule listed above are referred to herein as “Vested Shares.”  Shares that are not vested and remain subject to forfeiture under the vesting schedule are referred to herein as “Unvested Shares.”  The Unvested Shares will vest (and to the extent so vested cease to be Unvested Shares remaining subject to forfeiture) in accordance with the vesting schedule listed above.  Collectively, the Unvested Shares and the Vested Shares are referred to herein as the “Shares.”

  (b)          Forfeiture.  The Participant shall forfeit to the Company any Unvested Shares, if any, in the event that the Participant’s employment or services with the Company terminate for any reason, except (i) as otherwise provided in this Agreement or the Plan; (ii) as otherwise determined by the Plan Administrator in its sole discretion, which determination need not be uniform as to all Participants; (iii) the Unvested Shares subject to this Award shall become fully vested upon the death or Disability of the Participant; and (iv) the Unvested Shares subject to this Award shall become fully vested upon a Change of Control.

  (c)          Leave of Absence.  The Plan Administrator shall have the discretion to determine whether and to what extent the vesting of Shares shall be tolled during any unpaid leave of absence; provided, however, that in the absence of such determination, vesting of Shares shall be tolled during any such unpaid leave (unless otherwise required by the applicable laws). In the event of military leave, vesting shall toll during any unpaid portion of such leave, provided that, upon a Participant’s returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Shares to the same extent as would have applied had the Participant continued to provide services to the Company throughout the leave on the same terms as he or she was providing services immediately prior to such leave.

  (a)           Tax Consequences.  The Participant has reviewed with the Participant’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement.  The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.  The Participant understands that the Participant (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement.

 

 

  (b)           Withholding Obligations.  At the time the Award is granted, or at any time thereafter as requested by the Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, including shares of Common Stock deliverable pursuant to this Award, and otherwise agrees to make adequate provision for, any sums required to satisfy the minimum federal, state, local and foreign tax withholding obligations of the Company or a Related Company, if any, which arise in connection with the Award.

  (c)           Section 409A Amendments.  The Company agrees to cooperate with the Participant to amend this Agreement to the extent either the Company or the Participant deems necessary to avoid the imposition of any additional tax or income recognition prior to actual payment to the Participant under Code Section 409A and any Treasury Regulations and Internal Revenue Service guidance thereunder, but only to the extent such amendment would not have an adverse effect on the Company and would not provide the Participant with any additional rights, in each case as determined by the Company, in its sole discretion.

8.           Transferability Restrictions.  Vested Shares shall not be sold, assigned, exchanged, negotiated, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise) or subject to execution, attachment or similar process under this Agreement prior to eighteen months following the Vesting Commencement Date without prior approval of the Board; provided, however, that, prior to expiration of such eighteen-month period, no more than 50% of the total Vested Shares (based on the total number of Shares originally granted that have become vested) may be sold, transferred or otherwise disposed of in any way in one or more transactions during any six-month period, other than pursuant to the terms of a Change of Control, pursuant to a beneficiary designation in the event of death, or by will or the laws of descent and distribution.  Unvested Shares are not transferable and shall not be sold, assigned, exchanged, negotiated, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise) or subject to execution, attachment or similar process.  Transfer or other disposition of any Vested Shares is subject to compliance with applicable federal and state securities laws.

  (a)           Employment at Will.  Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue in the service of the Company or any Related Company for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Related Company employing or retaining the Participant) or of the Participant, which rights are hereby expressly reserved by each, to terminate the Participant’s service at any time for any reason, with or without cause.

 

  (b)           Notices.  Any notice required to be given under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, registered or certified, postage prepaid and properly addressed to the party entitled to such notice at the address indicated below such party’s signature line on this Agreement or at such other address as such party may designate by ten (10) days’ advance written notice under this paragraph to all other parties to this Agreement.

 

  (c)           No Limit on Other Compensation Arrangements.  Nothing contained in this Agreement shall preclude the Company from adopting or continuing in effect other or additional compensation arrangements, and those arrangements may be either generally applicable or applicable only in specific cases.

 

  (d)           Severability.  If any provision of this Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or would disqualify this Agreement or the Award under any applicable law, that provision shall be construed or deemed amended to conform to applicable law (or if that provision cannot be so construed or deemed amended without materially altering the purpose or intent of this Agreement and the Award, that provision shall be stricken as to that jurisdiction and the remainder of this Agreement and the Award shall remain in full force and effect).

 

 

  (e)           No Trust or Fund Created.  Neither this Agreement nor the grant of the Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and the Participant or any other person.  To the extent that the Participant or any other person acquires a right to receive shares of Common Stock from the Company pursuant to this Agreement, that right shall be no greater than the right of any unsecured general creditor of the Company.

 

  (f)            Cancellation of Award.  If any Unvested Shares subject to this Agreement are forfeited, then from and after such time, the Participant (and any other person from whom such Unvested Shares are forfeited) shall no longer have any rights to such Unvested Shares.  Such Unvested Shares shall be deemed forfeited in accordance with the applicable provisions hereof.

 

  (g)           Participant Undertaking.  The Participant hereby agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either the Participant or the shares of Common Stock deliverable pursuant to the provisions of this Agreement.

 

  (h)           Amendment, Modification, and Entire Agreement.  No provision of this Agreement may be modified, waived or discharged unless that waiver, modification or discharge is agreed to in writing and signed by the Participant and the Company.  This Agreement constitutes the entire contract between the parties hereto with regard to the subject matter hereof.  This Agreement is made pursuant to the provisions of the Plan and shall in all respects be construed in conformity with the terms of the Plan.  In the event of a conflict between the Plan and this Agreement, the terms of the Plan shall govern.  The Participant further acknowledges that as of the Grant Date, this Agreement and the Plan set forth the entire understanding between the Participant and the Company regarding the acquisition of Shares pursuant to this Award and supersede all prior oral and written agreements on that subject with the exception of awards from the Company previously granted and delivered to the Participant.  No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.

 

  (i)            Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of California without regard to the conflict-of-laws rules thereof or of any other jurisdiction.

 

  (j)            Interpretation.  The Participant accepts this Award subject to all the terms and provisions of this Agreement and the terms and conditions of the Plan.  The undersigned Participant hereby accepts as binding, conclusive and final all decisions or interpretations of the Plan Administrator upon any questions arising under this Agreement.

 

 

  (k)           Successors and Assigns.  The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon the Participant, the Participant’s assigns and the legal representatives, heirs and legatees of the Participant’s estate, whether or not any such person shall have become a party to this Agreement and have agreed in writing to join herein and be bound by the terms hereof.  The Company may assign its rights and obligations under this Agreement, including, but not limited to, the forfeiture provision of Paragraph 3(b) to any person or entity selected by the Board.

 

  (l)            Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

 

  (m)          Headings.  Headings are given to the paragraphs and subparagraphs of this Agreement solely as a convenience to facilitate reference.  The headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision thereof.

1.	File original with the Internal Revenue Service Center where the taxpayer's income tax return will be filed.  Filing must be made by no later than 30 days after the date the property was transferred.