Restricted Stock Unit/ Nontransferability
This grant is an award of Restricted Stock Units in the number of Units set forth on the cover sheet, at the purchase price set forth on the cover sheet, and subject to the vesting conditions described below (“Restricted Stock Units”). To the extent not yet vested, your Restricted Stock Units may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Restricted Stock Units be made subject to execution, attachment or similar process.
Upon vesting you will receive one share of Common Stock (the “Stock”) for each vested Restricted Stock Unit.
Your right to the Stock under this Restricted Stock Unit Agreement vests per the vesting and/or performance schedule as shown on the cover sheet provided you then continue in Service. The resulting aggregate number of shares of Stock will be rounded to the nearest whole number, and you cannot vest in more than the number of Restricted Stock Units covered by this grant.
No additional Restricted Stock Units will vest after your Service has terminated for any reason, provided, however, that if your Service is terminated on account of your death or Disability, any unvested Restricted Stock Units will become fully vested.
Vesting Upon Change of Control
Notwithstanding the foregoing, in the event of a Change of Control, immediately prior to the scheduled consummation of a Change of Control, all restricted stock subject to performance requirements shall become immediately vested at the target number of shares set forth in this Agreement.
Forfeiture of Unvested Restricted Stock Units
Except as provided in this Agreement, in the event that your Service terminates for any reason, you will forfeit to the Company all of the Restricted Stock Units subject to this grant that have not yet vested.
Issuance of Stock upon Units Vesting
The issuance of the Stock under this grant shall be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry, registration or issuance of one or more Stock certificates.
You agree, as a condition of this grant, that you will make acceptable arrangements, as determined by the Company in its sole discretion, to pay any withholding or other taxes that may be due as a result of the vesting of the Restricted Stock Units acquired under this grant. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting of Restricted Stock Units arising from this grant, the Company shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate.
Market Stand-off Agreement
In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act of 1933 (the "Securities Act"), you agree not to sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or agree to engage in any of the foregoing transactions with respect to any shares of vested Stock without the prior written consent of the Company or its underwriters, for such period of time after the effective date of such registration statement as may be requested by the Company or the underwriters (not to exceed 180 days in length).