Common use of Restrictions on Transfer Clause in Contracts

Restrictions on Transfer. The Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vested, except that the Recipient may transfer such Restricted Shares: (a) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 4) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. (a) The Recipient Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vestedthat are subject to the Purchase Option, except that the Recipient Participant may transfer such Restricted Shares: Shares (ai) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board of Directors (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Participant and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 4, the Purchase Option and the right of first refusal set forth in Section 5) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; Agreement or (bii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company , provided that, in accordance with the Plan, the securities or other property received by the Participant in connection with such transaction shall not be required (i) remain subject to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement. (b) The Participant shall not transfer any Shares, or any interest therein, that are no longer subject to the Purchase Option, except in accordance with Section 5 below.

Restrictions on Transfer. (a) The Recipient Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vested, except that the Recipient Participant may transfer such Restricted Shares: Shares (ai) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board of Directors (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Participant and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 44 and the forfeiture provisions contained in Section 2) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; Agreement or (bii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). , provided that, in accordance with the Plan and except as otherwise provided herein, the securities or other property received by the Participant in connection with such transaction shall remain subject to this Agreement. (b) The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of set forth in this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. (a) The Recipient Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vested, except that the Recipient Participant may transfer such Restricted Shares: Shares (ai) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board of Directors (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Participant and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 43 and the forfeiture provisions contained in Section 2) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; Agreement or (bii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). , provided that, in accordance with the Plan and except as otherwise provided herein, the securities or other property received by the Participant in connection with such transaction shall remain subject to this Agreement. (b) The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of set forth in this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. (a) The Recipient Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vestedthat are subject to the Purchase Option, except that the Recipient Participant may transfer such Restricted Shares: Shares (ai) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board of Directors (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Participant and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 45, the Purchase Option and the right of first refusal set forth in Section 6) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; Agreement or (bii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company , provided that, in accordance with the Plan, the securities or other property received by the Participant in connection with such transaction shall not be required (i) remain subject to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement. (b) The Participant shall not transfer any Shares, or any interest therein, that are no longer subject to the Purchase Option, except in accordance with Section 6 below.

Restrictions on Transfer. (a) The Recipient Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vestedthat are unvested, except that the Recipient Participant may transfer such Restricted Shares: Shares (ai) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board of Directors (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Participant and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 43) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; , or (bii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). . (b) The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of set forth in this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted that would be Unvested Shares have vestedif the Participant were to cease to be employed by the Company at the time of the transfer, except that the Recipient Participant may transfer such Restricted Shares: Shares (ai) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board of Directors (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Participant and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in of Section 3 2 and the restrictions on transfer set forth in this Section 43) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; Agreement or (bii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company , provided that, in accordance with the Plan, the securities or other property received by the Participant in connection with such transaction shall not be required (i) remain subject to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any shares of Restricted SharesStock, or any interest therein, until such shares of Restricted Shares Stock have vested, except that the Recipient Participant may transfer such shares of Restricted SharesStock: (a) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Participant and/or Approved Relatives, provided that such Restricted Shares Stock shall remain subject to this Agreement (including including, without limitation limitation, the forfeiture provisions set forth in Section 3 hereof and the restrictions on transfer set forth in this Section 4) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company shall not be required (i) to transfer on its books any of the shares of Restricted Shares Stock which have been transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of such shares of Restricted Shares Stock or to pay dividends to any transferee to whom such shares of Restricted Shares Stock have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vested, except that the Recipient Participant may transfer such Restricted Shares: (a) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Participant and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 4) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. (a) The Recipient Founder shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vestedthat are subject to the Purchase Option, except that the Recipient Founder may transfer such Restricted Shares: Shares (ai) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board of Directors (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Founder and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 4, the Purchase Option and the right of first refusal set forth in Section 5) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; Agreement or (bii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company , provided that, in accordance with Section 9(b) below, the securities or other property received by the Founder in connection with such transaction shall not be required (i) remain subject to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement. (b) The Founder shall not transfer any Shares, or any interest therein, that are no longer subject to the Purchase Option, except in accordance with Section 5 below.

Restrictions on Transfer. (a) The Recipient Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vestedthat are unvested, except that the Recipient Participant may transfer such Restricted Shares: Shares (ai) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board of Directors (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Participant and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 43) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or , (bii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). , or (iii) to the Company in exchange for an account balance under the Company’s Deferred Compensation Plan subject to the terms set forth in Section 1 of this Agreement. (b) The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of set forth in this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vested, except that the Recipient may transfer such Restricted Shares: (a) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board (as defined below) (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 4) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. (a) The Recipient Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vested, except that the Recipient Participant may transfer such Restricted Shares: Shares (ai) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board of Directors (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Participant and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 4, the automatic sale provisions of Section 3 and the forfeiture provisions contained in Section 2) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; Agreement or (bii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). , provided that, in accordance with the Plan and except as otherwise provided herein, the securities or other property received by the Participant in connection with such transaction shall remain subject to this Agreement. (b) The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of set forth in this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vested, except that the Recipient may transfer such Restricted Shares: (a) to or for the benefit of any spouse, parents, children, parentsstep-children, unclesgrandchildren, aunts, siblings, grandchildren legal dependents and any other relatives approved by the Compensation and Benefits Committee (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 4) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vested, except that the Recipient may transfer such Restricted Shares: (a) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 4 and the restrictions on transfer set forth in this Section 45) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company shall not be required (i) to transfer on its books any of the Restricted Shares which that have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient Unless otherwise provided by the Board, the Participant shall not not, during the term of this Agreement, sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transferTransfer”) ), any Restricted of the Shares, or any interest therein, unless and until such Restricted Shares have vestedare no longer subject to risk of forfeiture. Notwithstanding the foregoing, except that the Recipient Participant may transfer such Restricted Shares: transfer: (a) any or all of the Participant’s Shares (i) to his or her parents, spouse, children, stepchildren, grandchildren, or siblings, or spouse of any such person (collectively, “Immediate Family”); (ii) to a trust established for the benefit of his or her Immediate Family or himself/herself; or (iii) to a limited liability company or limited partnership, the members or partners of which are members of his or her Immediate Family or himself/herself; or (b) any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by or all of the Compensation Committee Participant’s Shares under such Participant’s will; provided that all such Shares transferred under (collectively, “Approved Relatives”a) or to a trust established solely for the benefit of the Recipient and/or Approved Relatives, provided that such Restricted Shares (b) shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 44 and the forfeiture provision in Section 2(c)) and such permitted transferee shall, as a condition to such transfer, deliver to the Company Company: (y) a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or Agreement and (bz) a copy of any such evidence as part the Company may deem necessary to establish the validity of the sale of all transfer and acceptance by the transferee or substantially all transferees of the shares of capital stock of the Company (including pursuant to a merger or consolidation)terms and conditions hereof. The Company shall not be required required: (iA) to transfer on its books any of the Restricted Shares which shall have been sold or transferred in violation of any of the provisions of set forth in this Agreement Agreement, or (iiB) to treat as owner of such Restricted Shares or to pay dividends Dividends to any transferee to whom any such Restricted Shares shall have been transferred in violation of any of the provisions of this Agreementso sold or transferred.

Restrictions on Transfer. The Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vested, except that the Recipient may transfer such Restricted Shares: (a) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by Family Member as such term is defined in the Compensation Committee (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient and/or Approved RelativesPlan, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 4 and the restrictions on transfer set forth in this Section 46) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company shall not be required required: (ia) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement Agreement; or (iib) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. (a) The Recipient Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vestedthat are subject to the forfeiture provisions set forth in Section 2 of this Agreement, except that the Recipient Participant may transfer such Restricted Shares: Shares (ai) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board of Directors (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Participant and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 4, the forfeiture provisions set forth in Section 2 of this Agreement and the right of first refusal set forth in Section 4) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; Agreement or (bii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). , provided that, in accordance with the Plan, the securities or other property received by the Participant in connection with such transaction shall remain subject to this Agreement. (b) The Company Participant shall not be required (i) transfer any Shares, or any interest therein, that are no longer subject to transfer on its books any of the Restricted Shares which have been transferred forfeiture provisions set forth in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions Section 2 of this Agreement, except in accordance with Section 4 below.

Restrictions on Transfer. The Recipient Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any shares of Restricted SharesStock, or any interest therein, until such shares of Restricted Shares Stock have vested, except that the Recipient Participant may transfer such shares of Restricted SharesStock: (a) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Participant and/or Approved Relatives, provided that such Restricted Shares Stock shall remain subject to this Agreement (including including, without limitation limitation, the forfeiture provisions set forth in Section 3 hereof and the restrictions on transfer set forth in this Section 4) and the Plan, and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company shall not be required (i) to transfer on its books any of the shares of Restricted Shares Stock which have been transferred in violation of any of the provisions of this Agreement Agreement, or (ii) to treat as owner of such shares of Restricted Shares Stock or to pay dividends to any transferee to whom such shares of Restricted Shares Stock have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vestedthat are subject to the forfeiture provisions under Sections 2 and 3 above, except that the Recipient Participant may transfer such Restricted Shares: Shares (ai) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board of Directors (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Participant and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 44 and the forfeiture provisions set forth in Sections 2 and 3 above) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; Agreement or (bii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company , provided that, in accordance with the Plan, the securities or other property received by the Participant in connection with such transaction shall not be required (i) remain subject to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “"transfer”") any Restricted Shares, or any interest therein, until such Restricted Shares have vestedthat are subject to the forfeiture provisions under Sections 2 and 3 above, except that the Recipient Participant may transfer such Restricted Shares: Shares (ai) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board of Directors (collectively, “"Approved Relatives”") or to a trust established solely for the benefit of the Recipient Participant and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 44 and the forfeiture provisions set forth in Sections 2 and 3 above) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; Agreement or (bii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company , provided that, in accordance with the Plan, the securities or other property received by the Participant in connection with such transaction shall not be required (i) remain subject to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient shall not sellNo portion of the RSUs may be sold, assignassigned, transfertransferred, pledgeencumbered, hypothecate hypothecated or otherwise dispose ofpledged by the Participant, by operation other than to the Company as a result of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vestedforfeiture of the RSUs as provided herein, except that the Recipient Participant may transfer such Restricted Sharesunvested RSUs: (a) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Participant and/or Approved Relatives, provided that such Restricted Shares RSUs shall remain subject to this Agreement (including without limitation the vesting and forfeiture provisions set forth in Section 3 2 and the restrictions on transfer set forth in this Section 4) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company shall not be required (i) to transfer on its books any of the Restricted Shares RSUs which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares the RSUs or to pay dividends to any transferee to whom such Restricted Shares RSUs have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose ofencumber, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vested, except that the Recipient may transfer such Restricted Shares: (a) Shares to or for the benefit of any spouseimmediate family member, children, parents, uncles, aunts, siblings, grandchildren and any family trust or other relatives approved by the Compensation Committee (collectively, “Approved Relatives”) or to a trust entity established solely for the benefit of the Recipient and/or Approved Relativesan immediate family member thereof if the Company would be eligible to use a Form S-8 under the Securities Act for the registration of the sale of the Restricted Shares to such proposed transferee, provided that the Company shall not be required to recognize any such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on permitted transfer set forth in this Section 4) and until such time as such permitted transferee shall, as a condition to such the transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company shall not be required to (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vested, except that the Recipient may transfer such Restricted Shares: (a) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 4 and the restrictions on transfer set forth in this Section 45) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vested, except that the Recipient may transfer such Restricted Shares: (a) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee of the Company’s Board of Directors (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 2(b) and the restrictions on transfer set forth in this Section 4) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient Employee shall not not, during the term of this Agreement, sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) "Transfer"), any Restricted of the Shares, or any interest therein, unless and until such Restricted Shares have vestedare no longer subject to risk of Forfeiture. Notwithstanding the foregoing, except that the Recipient Employee may transfer such Restricted Shares: (ai) any or all of his Shares (A) to his parents, spouse, children, stepchildren, grandchildren, or siblings, or spouse of any such person (collectively, "Immediate Family"), (B) to a trust established for the benefit of any spousehis Immediate Family or himself, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee or (collectively, “Approved Relatives”C) or to a trust established solely for limited liability company or limited partnership, the benefit members or partners of the Recipient and/or Approved Relativeswhich are members of his Immediate Family or himself, or (ii) any or all of his Shares under his will, provided that all such Restricted Shares transferred under (i) or (ii) shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 5 and the Forfeiture provision in Section 4) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company shall not be required (ia) to transfer on its books any of the Restricted Shares which shall have been sold or transferred in violation of any of the provisions of set forth in this Agreement Agreement, or (iib) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom any such Restricted Shares shall have been transferred in violation of any of the provisions of this Agreementso sold or transferred.

Restrictions on Transfer. The Recipient Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted that would be Unvested Shares have vestedif the Participant were to cease to be employed by the Company at the time of the transfer, except that the Recipient Participant may transfer such Restricted Shares: Shares (a) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board of Directors (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Participant and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in of Section 3 2 and the restrictions on transfer set forth in this Section 43) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; , or (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company , provided that, in accordance with the Plan, the securities or other property received by the Participant in connection with such transaction shall not be required (i) remain subject to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vested, except that the Recipient may transfer such Restricted Shares: (a) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Joint Compensation and Options Committee (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 4) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “"transfer”") any Restricted Shares, or any interest therein, until such Restricted Shares have vested, except that the Recipient may transfer such Restricted Shares: Shares (ai) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee (collectively, “"Approved Relatives”") or to a trust established solely for the benefit of the Recipient and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 44 and the forfeiture provisions contained in Section 3) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (bii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation), provided that, in accordance with the Plan and except as otherwise provided herein, the securities or other property received by the Recipient in connection with such transaction shall remain subject to this Agreement. The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of set forth in this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. (a) The Recipient Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vestedthat are unvested, except that the Recipient Participant may transfer such Restricted Shares: Shares (ai) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board of Directors (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Participant and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 43) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; , or (bii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). . (b) The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of set forth in this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted that would be Unvested Shares have vestedif the Participant were to cease to serve as a Director of the Company at the time of the transfer, except that the Recipient Participant may transfer such Restricted Shares: Shares (ai) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board of Directors (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Participant and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in of Section 3 2 and the restrictions on transfer set forth in this Section 43) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; Agreement or (bii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company , provided that, in accordance with the Plan, the securities or other property received by the Participant in connection with such transaction shall not be required (i) remain subject to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. (a) The Recipient Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Class B Common Shares, or any interest therein, until such Restricted Shares have vestedthat are subject to the Purchase Option, except that the Recipient Participant may transfer such Restricted Shares: Class B Common Shares (ai) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Participant and/or Approved Relatives, provided that such Restricted Class B Common Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 46, the Purchase Option and the right of first refusal set forth in Section 7) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; Agreement and all other documentation, representations, or agreements as may be reasonably required by the Company or (bii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger merger, amalgamation, scheme of arrangement, consolidation or consolidation). The Company shall not be required (i) to transfer on its books any other similar transaction involving the share capital of the Restricted Shares which have been transferred Company), provided that, in violation of any of accordance with the provisions of this Agreement Plan, the securities or (ii) other property received by the Participant in connection with such transaction shall remain subject to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement. (b) The Participant shall not transfer any Class B Common Shares, or any interest therein, that are no longer subject to the Purchase Option, except in accordance with Section 7 below.

Restrictions on Transfer. The Recipient Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose ofencumber, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vested, except that the Recipient Participant may transfer such Restricted Shares: (a) Shares to or for the benefit of any spouseimmediate family member, children, parents, uncles, aunts, siblings, grandchildren and any family trust or other relatives approved by the Compensation Committee (collectively, “Approved Relatives”) or to a trust entity established solely for the benefit of the Recipient Participant and/or Approved Relativesan immediate family member thereof if the Company would be eligible to use a Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”) for the registration of the sale of the Restricted Shares to such proposed transferee, provided that the Company shall not be required to recognize any such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on permitted transfer set forth in this Section 4) and until such time as such permitted transferee shall, as a condition to such the transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company shall not be required to (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vested, except that the Recipient may transfer such Restricted Shares: (a) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board of Directors (the “Board”) of the Company (collectively, “Approved Relatives”) or to a trust or similar entity established solely for the benefit of the Recipient and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 4) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted SharesShares or any Accrued Dividends with respect thereto, or any interest therein, until such Restricted Shares and associated Accrued Dividends, if any have vested, except that the Recipient may transfer such Restricted SharesShares and associated Accrued Dividends, if any,: (a) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient and/or Approved Relatives, provided that such Restricted Shares and associated Accrued Dividends, if any, shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 4) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation); provided that the cash, securities or other property received by the Participant in connection with such transaction shall remain subject to this Agreement. The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted that would be Unvested Shares have vestedif the Participant were to cease to be employed by the Company at the time of the transfer, except that the Recipient Participant may transfer such Restricted Shares: Shares (ai) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board of Directors (collectively, “Approved Relatives”) or to a trust established solely for in which the benefit Participant and/or Approved Relatives have more than fifty percent (50%) of the Recipient beneficial interest or a foundation in which the Participant and/or Approved RelativesRelatives control the management of assets or any other entity in which the Participant and/or Approved Relatives own more than fifty percent (50%) of the voting interests, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in of Section 3 2 and the restrictions on transfer set forth in this Section 43) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; Agreement or (bii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company , provided that, in accordance with the Plan, the securities or other property received by the Participant in connection with such transaction shall not be required (i) remain subject to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient shall not sellNo portion of the RSUs may be sold, assignassigned, transfertransferred, pledgeencumbered, hypothecate hypothecated or otherwise dispose ofpledged by the Participant, by operation other than to the Company as a result of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vestedforfeiture of the RSUs as provided herein, except that the Recipient Participant may transfer such Restricted Sharesunvested RSUs: (a) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Participant and/or Approved Relatives, provided that such Restricted Shares RSUs shall remain subject to this Agreement (including without limitation the vesting and forfeiture provisions set forth in Section 3 2 and the restrictions on transfer set forth in this Section 4) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation) (collectively, the “Transfer Restrictions”). The Company shall not be required (i) to transfer on its books any of the Restricted Shares which RSUs that have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares the RSUs or to pay dividends to any transferee to whom such Restricted Shares RSUs have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient Participant shall not sell, assign, transfer, pledge, hypothecate hypothecate, encumber or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vested, except that the Recipient Participant may transfer such Restricted Shares: (a) Shares to or for the benefit of any spouseimmediate family member, children, parents, uncles, aunts, siblings, grandchildren and any family trust or other relatives approved by the Compensation Committee (collectively, “Approved Relatives”) or to a trust entity established solely for the benefit of the Recipient Participant and/or Approved Relativesan immediate family member thereof if the Company would be eligible to use a Form S-8 under the Securities Act of 1933, as amended for the registration of the sale of the Restricted Shares to such proposed transferee, provided that the Company shall not be required to recognize any such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on permitted transfer set forth in this Section 4) and until such time as such permitted transferee shall, as a condition to such the transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company shall not be required to (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. (a) The Recipient Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vestedthat are subject to the Purchase Option, except that the Recipient Participant may transfer such Restricted Shares: Shares (ai) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board of Directors (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Participant and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 44 and the Purchase Option) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement or (ii) in connection with an Acquisition Event (as defined in the Plan) provided that, in accordance with the Plan, the securities or other property received by the Participant in connection with such transaction shall remain subject to this Agreement; or . (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of set forth in this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) ), any Restricted SharesRSUs, or any interest therein, until such Restricted Shares have vestedthat are subject to the forfeiture provisions under Section 2 above, except that the Recipient Participant may transfer such Restricted Shares: RSUs (ai) to or for the benefit of any spouse, children, parents, uncles, aunts, nieces, nephews, siblings, grandchildren and any other relatives approved by the Compensation Committee Board of Directors (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Participant and/or Approved Relatives, provided that such Restricted Shares RSUs shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 44 and the forfeiture provisions set forth in Section 2 above) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; Agreement or (bii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company , provided that, in accordance with the Plan, the securities or other property received by the Participant in connection with such transaction shall not be required (i) remain subject to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. (a) The Recipient Founder shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vestedthat are subject to the Purchase Option, except that the Recipient Founder may transfer such Restricted Shares: Shares (ai) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board of Directors (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Founder and/or Approved Relatives, ; provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 45, the Purchase Option and the right of first refusal set forth in Section 6) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; Agreement or (bii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company ; provided that, in accordance with Section 10(b) below, the securities or other property received by the Founder in connection with such transaction shall not be required (i) remain subject to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement. (b) The Founder shall not transfer any Shares, or any interest therein, that are no longer subject to the Purchase Option, except in accordance with Section 6 below.

Restrictions on Transfer. The Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vested, except that the Recipient may transfer such Restricted Shares: (a) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board (as defined below) (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 4) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement. 4 Insert date of the employment agreement between the Recipient and the Company.

Restrictions on Transfer. The Recipient shall not sell, assign, transfer, pledge, hypothecate In no event may unvested Restricted Shares be transferred by the Holder to any third party other than the Holder's transfer of any or otherwise dispose of, by operation all of law or otherwise (collectively “transfer”) any the Holder's unvested Restricted Shares, either during the Holder's lifetime or any interest thereinon death by will or the laws of descent and distribution to one or more members of the Holder's immediate family, until such Restricted Shares have vested, except that the Recipient may transfer such Restricted Shares: (a) to or a trust for the exclusive benefit of the Holder or such immediate family members, to any other entity owned exclusively by the Holder or such immediate family members, or to any combination thereof (each, a "Permitted Transferee"); provided, however, that no transfers made pursuant to any divorce or separation proceedings or settlements shall be exempt from this Section 2. "Immediate family" shall mean spouse, children, parentsgrandchildren, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee (collectively, “Approved Relatives”) parents or to a trust established solely for the benefit siblings of the Recipient and/or Approved RelativesHolder, provided that such Restricted Shares shall remain subject including in each case adoptive relations. Notwithstanding anything to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth contrary contained elsewhere in this Section 4) 2, any proposed transferee or Permitted Transferee of the Holder shall receive and hold such permitted transferee shallstock subject to the provisions of this Agreement, and, as a condition to of such transfer, shall deliver to the Company Telispark and Infowave a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company There shall not be required (i) to no subsequent transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred stock except in violation of any of the provisions of accordance with this AgreementSection 2.

Restrictions on Transfer. (a) The Recipient Founder shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vestedthat are subject to the forfeiture provisions, except that the Recipient Founder may transfer such Restricted Shares: Shares (ai) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board of Directors (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Founder and/or Approved Relatives, ; provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 4, the forfeiture provisions and the right of first refusal set forth in Section 5) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; Agreement or (bii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company ; provided that, in accordance with Section 9(b) below, the securities or other property received by the Founder in connection with such transaction shall not be required (i) remain subject to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement. (b) The Founder shall not transfer any Shares, or any interest therein, that are no longer subject to forfeiture under Section 3, except in accordance with Section 5 below. ​

Restrictions on Transfer. The Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vestedthe first anniversary of the Grant Date, except that the Recipient may transfer such Restricted Shares: (a) to or for the benefit of any spouse, parents, children, parentsstep-children, unclesgrandchildren, aunts, siblings, grandchildren legal dependents and any other relatives approved by the Compensation and Benefits Committee (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 4) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vested, except that the Recipient may transfer such Restricted Shares: (a) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 4) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation); provided that the securities or other property received by the Participant in connection with such transaction shall remain subject to this Agreement. The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vested, except that the Recipient may transfer such Restricted Shares: (a) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient and/or Approved Relatives, provided that such Restricted Shares shall remain FORM OF RSA China NON PRC Citizen 04152015 subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 4) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient None of the Restricted Shares or any beneficial interest therein shall not sellbe sold, assigntransferred, transferassigned, pledgepledged, hypothecate encumbered or otherwise dispose ofdisposed of in any way at any time (including, without limitation, by operation of law) other than (i) to the Company or its assignees or (ii) to any other person on (but only upon) death by will, bequest or operation of law or otherwise (collectively “transfer”) any a "Permitted Transferee"). All Permitted Transferees of Restricted Shares, Shares or any interest thereintherein shall be required as a condition of such transfer to agree in writing, until in form satisfactory to the Company, that they shall receive and hold such Restricted Shares have vested, except that the Recipient may transfer such Restricted Shares: (a) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient and/or Approved Relatives, provided that such Restricted Shares shall remain interest subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 4) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; . Any sale, transfer, assignment, pledge, encumbrance or (b) as part other disposition of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation)Restricted Shares other than in accordance with this section shall be void. The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been sold, transferred or otherwise disposed of in violation of any of the provisions of this Agreement section or (ii) to treat as owner of any Restricted Shares, or to pay dividends in respect of Restricted Shares to, any person purporting to have acquired Restricted Shares or any beneficial interest therein unless such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred interest were acquired in violation of any of compliance with the provisions of this Agreementsection.

Restrictions on Transfer. The Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vested, except that the Recipient may transfer such Restricted Shares: (a) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board of Directors of the Company (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 4) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. (a) The Recipient Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “"transfer”") any Restricted Shares, or any interest therein, until such Restricted Shares have vested, except that the Recipient Participant may transfer such Restricted Shares: Shares (ai) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board of Directors (collectively, “"Approved Relatives”") or to a trust established solely for the benefit of the Recipient Participant and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 43 and the forfeiture provisions contained in Section 2) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; Agreement or (bii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). , provided that, in accordance with the Plan and except as otherwise provided herein, the securities or other property received by the Participant in connection with such transaction shall remain subject to this Agreement. (b) The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of set forth in this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. (a) The Recipient Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vestedthat are unvested, except that the Recipient Participant may transfer such Restricted Shares: Shares (ai) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board of Directors (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Participant and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 43) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; , or (bii) as part of the sale of all or ActiveUS 184749632v.1 substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). . (b) The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of set forth in this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. (a) The Recipient Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vestedthat are subject to the Purchase Option, except that the Recipient Participant may transfer such Restricted Shares: (a) Shares to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board of Directors (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Participant and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 45 and the Purchase Option) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of set forth in this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient Stockholder shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vested, except that the Recipient Stockholder may transfer such Restricted Shares: Shares (ai) to or for the benefit of any spousespouse (or former spouse in connection with any marital separation, children, asset allocation agreement or qualified domestic relations order) or parents, unclessiblings or children (by blood, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee marriage or adoption) (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Stockholder and/or Approved Relatives, provided provided, however, that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 2 and the restrictions on transfer set forth in this Section 4) 3), and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; Agreement or (bii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient None of the Restricted Shares or any beneficial interest therein shall not sellbe sold, assigntransferred, transferassigned, pledgepledged, hypothecate encumbered or otherwise dispose ofdisposed of in any way at any time (including, without limitation, by operation of law) other than (i) to the Company or its assignees or (ii) to any other person on (but only upon) death by will, bequest or operation of law or otherwise (collectively a “transferPermitted Transferee”) any ). All Permitted Transferees of Restricted Shares, Shares or any interest thereintherein shall be required as a condition of such transfer to agree in writing, until in form satisfactory to the Company, that they shall receive and hold such Restricted Shares have vested, except that the Recipient may transfer such Restricted Shares: (a) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient and/or Approved Relatives, provided that such Restricted Shares shall remain interest subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 4) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; . Any sale, transfer, assignment, pledge, encumbrance or (b) as part other disposition of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation)Restricted Shares other than in accordance with this section shall be void. The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been sold, transferred or otherwise disposed of in violation of any of the provisions of this Agreement section or (ii) to treat as owner of any Restricted Shares, or to pay dividends in respect of Restricted Shares to, any person purporting to have acquired Restricted Shares or any beneficial interest therein unless such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred interest were acquired in violation of any of compliance with the provisions of this Agreementsection.

Restrictions on Transfer. The Recipient Executive shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted that would be Unvested Shares have vestedif the Executive were to cease to be employed by the Company at the time of the transfer, except that the Recipient Executive may transfer such Restricted Shares: Shares (ai) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board of Directors (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Executive and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in of Section 3 2 and the restrictions on transfer set forth in this Section 43) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; Agreement or (bii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company , provided that, in accordance with the Plan (as defined below), the securities or other property received by the Executive in connection with such transaction shall not be required (i) remain subject to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient Holder shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose ofencumber, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vested, except that the Recipient Holder may transfer such Restricted Shares: (a) Shares to or for the benefit of any spouseimmediate family member, children, parents, uncles, aunts, siblings, grandchildren and any family trust or other relatives approved by the Compensation Committee (collectively, “Approved Relatives”) or to a trust entity established solely for the benefit of the Recipient Holder and/or Approved Relativesan immediate family member thereof if the Company would be eligible to use a Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of the sale of the Restricted Shares to such proposed transferee, provided that the Company shall not be required to recognize any such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on permitted transfer set forth in this Section 4) and until such time as such permitted transferee shall, as a condition to such the transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company shall not be required to (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. (a) The Recipient Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vestedthat are subject to the Purchase Option, except that the Recipient Participant may transfer such Restricted Shares: (a) Shares to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board of Directors (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Participant and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 44 and the Purchase Option) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or . (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of set forth in this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. (a) The Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted SharesRSUs, or any interest therein, until such Restricted Shares RSUs have vestedvested and any additional restrictions on the sale of such shares set forth in this agreement have expired or been released, except that the Recipient may transfer such Restricted SharesRSUs: (a) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient and/or Approved Relatives, provided that such Restricted Shares RSUs shall remain subject to this Agreement (including including, without limitation limitation, the vesting and forfeiture provisions set forth in Section 3 2 and the restrictions on transfer set forth in this Section 43) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). ; provided that the securities or other property received by the Recipient in connection with such transaction shall remain subject to this Agreement. (b) The Company shall not be required (i) to transfer on its books any of the Restricted Shares RSUs which have been transferred in violation of any of the provisions of set forth in this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to RSUs any transferee to whom such Restricted Shares RSUs have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient Unless otherwise provided by the Board, the Participant shall not not, during the term of this Agreement, sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transferTransfer”) ), any Restricted of the Shares, or any interest therein, unless and until such Restricted Shares have vestedare no longer subject to risk of forfeiture. Notwithstanding the foregoing, except that the Recipient Participant may transfer such Restricted Shares: transfer: (a) any or all of the Participant’s Shares (i) to his or her spouse, children or grandchildren, whether natural, step or adopted children or grandchildren (collectively, “Immediate Family”); (ii) to a trust established for the benefit of his or her Immediate Family or himself/herself; or (iii) to a limited liability company or limited partnership, the members or partners of which are members of his or her Immediate Family or himself/herself; or (b) any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by or all of the Compensation Committee Participant’s Shares under such Participant’s will; provided that all such Shares transferred under (collectively, “Approved Relatives”a) or to a trust established solely for the benefit of the Recipient and/or Approved Relatives, provided that such Restricted Shares (b) shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 44 and the forfeiture provision in Section 2(c)) and such permitted transferee shall, as a condition to such transfer, deliver to the Company Company: (y) a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or Agreement and (bz) a copy of any such evidence as part the Company may deem necessary to establish the validity of the sale of all transfer and acceptance by the transferee or substantially all transferees of the shares of capital stock of the Company (including pursuant to a merger or consolidation)terms and conditions hereof. The Company shall not be required required: (iA) to transfer on its books any of the Restricted Shares which shall have been sold or transferred in violation of any of the provisions of set forth in this Agreement Agreement, or (iiB) to treat as owner of such Restricted Shares or to pay dividends Dividends to any transferee to whom any such Restricted Shares shall have been transferred in violation of any of the provisions of this Agreementso sold or transferred.

Restrictions on Transfer. The Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vestedthe first anniversary of the Grant Date, except that the Recipient may transfer such Restricted Shares: (a) to or for the benefit of any spouse, parents, children, parentsstep-children, unclesgrandchildren, aunts, siblings, grandchildren legal dependents and any other relatives approved by the Compensation and Benefits Committee (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 4) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company shall not be required (i) to transfer on its books any of the Restricted Shares which that have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Sharesunvested Shares or any Accrued Dividends (as defined below) with respect thereto, or any interest therein, until such Restricted Shares have vested, except that the Recipient Participant may transfer such Restricted Shares: Shares and associated Accrued Dividends, if any, (ai) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board of Directors (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Participant and/or Approved Relatives, provided that such Restricted Shares and associated Accrued Dividends, if any, shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 2 hereto and the restrictions on transfer set forth in this Section 43) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; Agreement or (bii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company , provided that, in accordance with Section 7(b) hereof, the cash, securities or other property received by the Participant in connection with such transaction shall not be required (i) remain subject to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient shall not sellNo portion of the RSUs may be sold, assignassigned, transfertransferred, pledgeencumbered, hypothecate hypothecated or otherwise dispose ofpledged by the Participant, by operation other than to the Company as a result of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vestedforfeiture of the RSUs as provided herein, except that the Recipient Participant may transfer such Restricted Sharesunvested RSUs: (a) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Participant and/or Approved Relatives, provided that such Restricted Shares RSUs shall remain subject to this Agreement (including without limitation the vesting and forfeiture provisions set forth in Section 3 2 and the restrictions on transfer set forth in this Section 4) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company shall not be required (i) to transfer on its books any of the Restricted Shares RSUs which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares the RSUs or to pay dividends to any transferee to whom such Restricted Shares RSUs have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient Executive shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted that would be Unvested Shares have vestedif the Executive were to cease to be employed by the Company at the time of the transfer, except that the Recipient Executive may transfer such Restricted Shares: Shares (ai) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board of Directors (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Executive and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in of Section 3 2 and the restrictions on transfer set forth in this Section 43) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; Agreement or (bii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company , provided that, in accordance with the Plan, the securities or other property received by the Executive in connection with such transaction shall not be required (i) remain subject to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any shares of Restricted SharesStock, or any interest therein, until such shares of Restricted Shares Stock have vested, except that the Recipient Participant may transfer such unvested shares of Restricted SharesStock: (a) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Participant and/or Approved Relatives, provided that such Restricted Shares Stock shall remain subject to this Agreement (including without limitation the vesting provisions set forth in Section 2, the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 4) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company shall not be required (i) to transfer on its books any of the shares of Restricted Shares Stock which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such shares of Restricted Shares Stock or to pay dividends to any transferee to whom such shares of Restricted Shares Stock have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. (a) The Recipient Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “"transfer”") any Restricted Shares, or any interest therein, until such Restricted Shares have vestedthat are subject to the Purchase Option, except that the Recipient Participant may transfer such Restricted Shares: Shares (ai) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board of Directors (collectively, “"Approved Relatives”") or to a trust established solely for the benefit of the Recipient Participant and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 45 and the Purchase Option) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; Agreement or (ii) in connection with a Reorganization Event (as defined in the Plan), provided that, in accordance with the Plan, the securities or other property received by the Participant in connection with such transaction shall remain subject to this Agreement in the same manner and to the same extent as applied to the Shares. (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of set forth in this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. (a) The Recipient Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vested, except that the Recipient Participant may transfer such Restricted Shares: Shares (ai) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board of Directors (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Participant and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 44 and the forfeiture provisions contained in Section 2) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; Agreement or (bii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). , provided that, in accordance with the Plan and except as otherwise provided herein, the securities or other property received by the Participant in connection with such transaction shall remain subject to this Agreement. (h) The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of set forth in this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. The Recipient shall not sellNo portion of the RSUs may be sold, assignassigned, transfertransferred, pledgeencumbered, hypothecate hypothecated or otherwise dispose ofpledged by the Participant, by operation other than to the Company as a result of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vestedforfeiture of the RSUs as provided herein, except that the Recipient Participant may transfer such Restricted Sharesunvested RSUs: (a) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Human Capital Committee (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Participant and/or Approved Relatives, provided that such Restricted Shares RSUs shall remain subject to this Agreement (including without limitation the vesting and forfeiture provisions set forth in Section 3 2 and the restrictions on transfer set forth in this Section 4) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company shall not be required (i) to transfer on its books any of the Restricted Shares RSUs which have been transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares the RSUs or to pay dividends to any transferee to whom such Restricted Shares RSUs have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. (a) The Recipient Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vestedthat are unvested, except that the Recipient Participant may transfer such Restricted Shares: Shares (ai) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board of Directors (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Participant and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 43) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or , (bii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). , [or (iii) to the Company in exchange for an account balance under the Company’s Deferred Compensation Plan subject to the terms set forth in Section 1 of this Agreement]. (b) The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of set forth in this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.

Restrictions on Transfer. 3.1 The Recipient Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vested, except that the Recipient Participant may transfer such Restricted Shares: Shares (ai) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee Board of Directors (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient Participant and/or Approved Relatives, provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 43 and the forfeiture provisions contained in Section 2) and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; Agreement or (bii) as part of the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). , provided that, in accordance with the Plan and except as otherwise provided herein, the securities or other property received by the Participant in connection with such transaction shall remain subject to this Agreement. 3.2 The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of set forth in this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement.