Restricted Share Distributions (i.e. dividends) unless and until Holder is entitled either (i) to
receive the certificates for the related Vested Shares, or (ii) such Award Restricted Shares become
Retained Vested Shares, as defined below. Notwithstanding the foregoing, as soon as reasonably
possible after the date Award Restricted Shares become Vested Shares, the Administrator shall
deliver to the Holder two-thirds (66 2/3%) of such Vested Shares (reduced by the number of Vested
Shares delivered to the Administrator to pay required withholding under Section 4 above), and shall
retain the other one-third (33 1/3%) of the Vested Shares (Retained Vested Shares) in escrow
until the date of Holders Separation, and as soon as reasonably possible after such Separation,
shall deliver all such Retained Vested Shares to Holder. During the period in which the Company
holds the Retained Vested Shares, Holder is entitled to receive what would be Restricted Share
Distributions if Holder was in possession of such Retained Vested Shares, except Holder shall not
be entitled to receive a Restricted Share Distribution made in the form of Shares, but rather such
Shares will be retained by the Company as additional Retained Vested Shares.
7. No Transfers Permitted. The rights under this Award are not transferable by the Holder
otherwise than by will or the laws of descent and distribution, and so long as Holder lives, only
Holder or his or her guardian or legal representative shall have the right to receive and retain
8. No Right To Continued Employment. Neither the Plan nor this Award shall confer upon
the Holder any right with respect to continuation of employment by the Company, or any right
to provide services to the Company, nor shall they interfere in any way with Holders right to
terminate employment, or the Companys right to terminate Holders employment, at any time.
9. Governing Law. without limitation, This Award shall be construed and enforced in
accordance with and governed by the laws of delaware.
10. Binding Effect. This Award shall inure to the benefit of and be binding upon the
heirs, executors, administrators, successors and assigns of the parties hereto.
11. Severability. If any provision of this Award is declared or found to be illegal,
unenforceable or void, in whole or in part, the remainder of this Award will not be affected by
such declaration or finding and each such provision not so affected will be enforced to the fullest
extent permitted by law.
IN WITNESS WHEREOF, the Company has caused these presents to be executed on its behalf and its
corporate seal to be affixed hereto by its duly authorized representative and the Holder has
hereunto set his or her hand and seal, all on the day and year first above written.