Common use of Voting and Other Clause in Contracts

Voting and Other. Rights Subject to the terms of this Agreement, you shall have all the rights and privileges of a stockholder of the Company while the Restricted Stock is held in escrow, including the right to vote and to receive dividends (if any). Restrictions on Issuance The Company will not issue any Restricted Stock or Shares if the issuance of such Restricted Stock or Shares at that time would violate any law or regulation. Withholding Taxes The release of the Restricted Stock from escrow will not be allowed unless you make acceptable arrangements to pay any withholding or other taxes that may be due. Restrictions on Resale By signing this Agreement, you agree not to sell any Restricted Stock prior to its vesting or sell any Shares acquired under this Award at a time when applicable laws, regulations or Company or underwriter trading policies prohibit sale. No Retention Rights This Agreement is not an employment agreement and does not give you the right to be retained by the Company (or its parent, subsidiaries or affiliates) and you agree that you are an employee-at-will. The Company (or its parent, subsidiaries or affiliates) reserves the right to terminate your service at any time and for any reason. Representations You acknowledge that, while employed by the Company or any subsidiary or affiliate thereof, you will have access to confidential and proprietary information regarding the internal affairs, operations and customers (customer is defined herein as including, but not limited to, borrowers, makers, lessees, guarantors, vendors and manufacturers of the following: equipment, construction equipment, transportation equipment, buses, trailers, trucks, tractors, vehicles, manufacturing equipment, machine tools, waste equipment, recycling equipment and production equipment) of the Company and any subsidiary or affiliate thereof, including but not limited to, information contained in any internal memorandum, standard operating procedure manual, employee manual, customer or vendor lists, accounting records, computer-generated information, computer lists, computer reports, computer records, computer printouts or any software data or other information in any computer system of the Company or any subsidiary or affiliate thereof and other information which pertains to the business of the Company or any subsidiary or affiliate thereof, which is not disclosed by the Company or any subsidiary or affiliate thereof to the general public. By acceptance of this Agreement, you agree to keep secret and retain in strictest confidence and not to disclose, at any time, all confidential matters, proprietary information which relate to the Company or any subsidiary or affiliate thereof including, without limitation, customer lists, trade secrets, internal memoranda, policies of the Company and other confidential business affairs of the Company and its subsidiaries or affiliates thereof and agrees not to disclose any of the foregoing information, at any time, without the prior written consent of a duly authorized officer of the Company.

Voting and Other. Rights Subject to the terms of this Agreement, you shall have all the rights and privileges of a stockholder of the Company while the Restricted Stock is held in escrow, including the right to vote and to receive dividends (if any). Leave of Absence For purposes of this Agreement, while you are a common-law employee, your Service does not terminate when you go on a bona fide leave of absence that was approved by the Company (or Affiliate) in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends, unless you immediately return to active work. The Company determines which leaves count for this purpose (along with determining the effect of a leave of absence on vesting of the Award), and when your Service terminates for all purposes under the Plan. No Assignment The Shares subject to this Award shall not be sold, anticipated, assigned, attached, garnished, optioned, transferred or made subject to any creditor’s process, whether voluntarily, involuntarily or by operation of law. However, this shall not preclude a transfer of vested Shares by will or by the laws of descent and distribution. In addition, pursuant to Company procedures, you may designate a beneficiary who will receive any outstanding vested Shares in the event of your death. Regardless of any marital property settlement agreement, the Company is not obligated to recognize your spouse’s interest in your Award in any way. Restrictions on Issuance and Resale The Company will not issue any Restricted Stock or Shares if the issuance of such Restricted Stock or Shares at that time would violate any law or regulation. Withholding Taxes The release of the Restricted Stock from escrow will not be allowed unless you make acceptable arrangements to pay any withholding or other taxes that may be due. Restrictions on Resale By signing this Agreement, you agree not to sell sell, transfer, dispose of, pledge, hypothecate, make any Restricted Stock prior to its vesting short sale of, or sell otherwise effect a similar transaction of any Shares acquired under this Award (each a “Sale Prohibition”) at a time when applicable laws, regulations or Company or underwriter trading policies prohibit salethe exercise or disposition of Shares. No Retention Rights This Agreement is not an employment agreement and does not give you The Company shall have the right to designate one or more periods of time, each of which generally will not exceed one hundred eighty (180) days in length (provided however, that such period may be retained extended in connection with the Company’s release (or announcement of release) of earnings results or other material news or events), and to impose a Sale Prohibition, if the Company determines (in its sole discretion) that such limitation(s) is needed in connection with a public offering of Shares or to comply with an underwriter’s request or trading policy, or could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company (under the Securities Act or its parentany state securities laws, subsidiaries or affiliates) and you agree that you are an employee-at-willfacilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any applicable state securities laws for the issuance or transfer of any securities. The Company (may issue stop/transfer instructions and/or appropriately legend any stock certificates issued pursuant to this Award in order to ensure compliance with the foregoing. If the sale of Shares acquired under this Award is not registered under the Securities Act, but an exemption is available which requires an investment representation or its parentother representation and warranty, subsidiaries you shall represent and agree that the Shares being acquired are being acquired for investment, and not with a view to the sale or affiliates) reserves the right to terminate your service at any time and for any reason. Representations You acknowledge that, while employed by the Company or any subsidiary or affiliate distribution thereof, you will have access to confidential and proprietary information regarding the internal affairs, operations shall make such other representations and customers (customer is defined herein warranties as including, but not limited to, borrowers, makers, lessees, guarantors, vendors and manufacturers of the following: equipment, construction equipment, transportation equipment, buses, trailers, trucks, tractors, vehicles, manufacturing equipment, machine tools, waste equipment, recycling equipment and production equipment) of the Company and any subsidiary are deemed necessary or affiliate thereof, including but not limited to, information contained in any internal memorandum, standard operating procedure manual, employee manual, customer or vendor lists, accounting records, computer-generated information, computer lists, computer reports, computer records, computer printouts or any software data or other information in any computer system of the Company or any subsidiary or affiliate thereof and other information which pertains to the business of the Company or any subsidiary or affiliate thereof, which is not disclosed appropriate by the Company or any subsidiary or affiliate thereof to the general public. By acceptance of this Agreement, you agree to keep secret and retain in strictest confidence and not to disclose, at any time, all confidential matters, proprietary information which relate to the Company or any subsidiary or affiliate thereof including, without limitation, customer lists, trade secrets, internal memoranda, policies of the Company and other confidential business affairs of the Company and its subsidiaries counsel. If the sale of Shares acquired under this Agreement is not registered under the Securities Act, but an exemption is available which requires an investment representation or affiliates thereof other representation and warranty, the Participant shall represent and agree that the Shares being acquired are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations and warranties as are deemed necessary or appropriate by the Company and its counsel. The Participant may also be required, as a condition of the Award, to enter into any Company stockholder agreement or other agreements that are applicable to stockholders. Clawback Policy The Participant expressly acknowledges and agrees not to disclose any be bound by Paragraph 35 of the foregoing informationPlan, at any time, without the prior written consent of a duly authorized officer of which contains provisions addressing the Company’s policy on recoupment of equity or other compensation.

Voting and Other. Rights Subject to the terms of this Agreement, you shall have all the rights and privileges of a stockholder of the Company while the Restricted Stock is held in escrow, including the right to vote and to receive dividends (if any). Restrictions on Issuance The Company will not issue any Restricted Stock or Shares if the issuance of such Restricted Stock or Shares at that time would violate any law or regulation. Taxes and Withholding Taxes You will be solely responsible for payment of any and all applicable taxes, including without limitation any penalties or interest based upon such tax obligations, associated with this Award. The release delivery to you of the Restricted Stock from escrow any Shares will not be allowed permitted unless and until you make acceptable arrangements to pay have satisfied any withholding or other taxes that may be due. The delivery to you of any vested Shares will not be permitted unless and until you have satisfied any withholding or other taxes that may be due. Any such tax withholding obligations may be settled in the Company's discretion by the Company withholding and retaining a portion of the Shares from the Shares that would otherwise be deliverable to you under the vesting Restricted Stock as provided in the next two sentences. Such withheld Shares will be applied to pay the withholding obligation by using the aggregate fair market value of the withheld Shares as of the date of vesting. You will be delivered the net amount of vested Shares after the Share withholding has been effected and you will not receive the withheld Shares. Restrictions on Resale By signing this Agreement, you agree not to sell sell, transfer, dispose of, pledge, hypothecate, make any Restricted Stock prior to its vesting short sale of, or sell otherwise effect a similar transaction of any Shares acquired under this Award (each a “Sale Prohibition”) at a time when applicable laws, regulations or Company or underwriter trading policies prohibit salethe disposition of Shares. The Company shall have the right to designate one or more periods of time, each of which generally will not exceed one hundred eighty (180) days in length (provided however, that such period may be extended in connection with the Company’s release (or announcement of release) of earnings results or other material news or events), and to impose a Sale Prohibition, if the Company determines (in its sole discretion) that such limitation(s) is needed in connection with a public offering of Shares or to comply with an underwriter’s request or trading policy, or could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any applicable state securities laws for the issuance or transfer of any securities. The Company may issue stop/transfer instructions and/or appropriately legend any stock certificates issued pursuant to this Award in order to ensure compliance with the foregoing. Any such Sale Prohibition shall not alter the vesting schedule set forth in this Agreement. If the sale of Shares under the Plan is not registered under the Securities Act, but an exemption is available which requires an investment or other representation, you shall represent and agree at the time of grant of the Restricted Stock that the Shares being acquired under this Award are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel. You may also be required, as a condition of this Award, to enter into any Company stockholder agreement or other agreements that are applicable to stockholders. No Retention Rights This Your Award or this Agreement is not an employment agreement and does not give you the right to be retained by the Company (or its parent, subsidiaries any Parent or affiliatesany Subsidiaries or Affiliates) and you agree that you are an employee-at-willin any capacity. The Company (or its parent, subsidiaries any Parent and any Subsidiaries or affiliatesAffiliates) reserves the right to terminate your service Service at any time and for any reason. Representations You acknowledge thatExtraordinary Compensation This Award and the Shares subject to the Award are not intended to constitute or replace any pension rights or compensation and are not to be considered compensation of a continuing or recurring nature, while employed by the Company or part of your normal or expected compensation, and in no way represent any subsidiary portion of your salary, compensation or affiliate thereof, you will have access to confidential and proprietary information regarding the internal affairs, operations and customers (customer is defined herein as including, but not limited to, borrowers, makers, lessees, guarantors, vendors and manufacturers of the following: equipment, construction equipment, transportation equipment, buses, trailers, trucks, tractors, vehicles, manufacturing equipment, machine tools, waste equipment, recycling equipment and production equipment) of the Company and other remuneration for any subsidiary or affiliate thereofpurpose, including but not limited to, information contained calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. Adjustments In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of outstanding Shares of Restricted Stock covered by this Award may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. Your Restricted Stock shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Legends All certificates or book entries representing the Common Stock issued under this Award may, where applicable, have endorsed thereon the following notations or legends and any internal memorandumother notation or legend the Company determines appropriate. “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, standard operating procedure manualOR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.” “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, employee manualAS AMENDED, customer AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” Notice Any notice to be given or vendor listsdelivered to the Company relating to this Agreement shall be in writing and addressed to the Company at its principal corporate offices. Any notice to be given or delivered to you relating to this Agreement shall be in writing and addressed to you at such address of which you advise the Company in writing. All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, accounting recordspostage prepaid and properly addressed to the party to be notified. Voluntary Participant You acknowledge that you are voluntarily participating in the Plan. No Rights to Future Awards Your rights, computer-generated informationif any, computer lists, computer reports, computer records, computer printouts in respect of or in connection with any software data or other information in any computer system future Awards are derived solely from the discretionary decision of the Company or any subsidiary or affiliate thereof to permit you to participate in the Plan and other information which pertains to benefit from a discretionary future Award. By accepting this Award, you expressly acknowledge that there is no obligation on the business part of the Company to continue the Plan and/or grant any additional Awards to you or benefits in lieu of any subsidiary or affiliate thereofother Awards even if Awards have been granted repeatedly in the past. All decisions with respect to future Awards, which is not disclosed by if any, will be at the Company or any subsidiary or affiliate thereof to the general public. By acceptance of this Agreement, you agree to keep secret sole and retain in strictest confidence and not to disclose, at any time, all confidential matters, proprietary information which relate to the Company or any subsidiary or affiliate thereof including, without limitation, customer lists, trade secrets, internal memoranda, policies absolute discretion of the Company and other confidential business affairs Committee. Future Value The future value of the Company underlying Shares is unknown and its subsidiaries cannot be predicted with certainty. If the underlying Shares do not increase in value after the Date of Award, the Award will have less value (or affiliates thereof and agrees not to disclose any even no value) than it may have on the Date of the foregoing information, at any time, without the prior written consent of a duly authorized officer of the CompanyAward.