NEIGHBORS BANCSHARES, INC.
RESTRICTED STOCK AGREEMENT
(TIME-BASED VESTING)
THIS RESTRICTED STOCK AGREEMENT (the "Agreement") is made and entered into
as of ________________, 2002 (the "Award Date"), by and between NEIGHBORS
BANCSHARES, INC. (the "Company"), a bank holding company organized under the
laws of the State of Georgia, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Employee").
BACKGROUND
A. The Company desires to grant to the Employee a restricted stock
award to purchase shares of the Company's common stock, $.50 par value per share
(the "Common Stock") for the purpose of securing and retaining the services of
the Employee and promoting and increasing the Employee's personal interests in
the welfare of the Company.
B. The Board of Directors has authorized the grant to the Employee of a
restricted stock award to purchase Common Stock.
C. The Company and the Employee wish to confirm herein the terms,
conditions, and restrictions of the restricted stock award.
For and in consideration of the premises, the mutual covenants contained
herein, and other good and valuable consideration, the parties hereto agree:
SECTION 1
AWARD OF SHARES
1.1 Award of Shares. Subject to the terms, restrictions, limitations,
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and conditions stated herein, the Company hereby awards to the Employee
_______________ [3% OF SHARES OF COMMON STOCK SOLD IN THE INITIAL PUBLIC
OFFERING] shares of the Common Stock (the "Restricted Shares").
1.2 Vesting of Restricted Shares. The Restricted Shares shall vest or
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be forfeited according to the Vesting Schedule attached hereto as Schedule 1.
The Restricted Shares which have become vested pursuant to the Vesting Schedule
are herein referred to as the "Vested Shares." The date on which the Restricted
Shares become vested shall be referred to herein individually as a "Vesting
Date" and, collectively, as "Vesting Dates."
1.3 Condition to Delivery of Restricted Shares.
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(a) In order to not forfeit the Restricted Shares, the Employee
must deliver to the Company, within thirty (30) days after the earlier of
(a) the date on which any
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Restricted Shares become Vested Shares, or (b) the making of an election
pursuant to Code Section 83(b), as to all or any portion of the Restricted
Shares, either cash or a certified check payable to the Company in the
amount of all withholding tax obligations (whether federal, state or
local), imposed on the Company by reason of the vesting of the Restricted
Shares or the making of an election pursuant to Code Section 83(b), as
applicable, except as provided in Section 1.3(b).
(b) If the Employee does not make an election pursuant to Code
Section 83(b), in lieu of paying the withholding tax obligation in cash or
by certified check, as described in Subsection 1.3(a), the Employee may
elect to have the actual number of Vested Shares reduced by the smallest
number of whole shares of Common Stock which, when multiplied by the Fair
Market Value of the Common Stock on the Vesting Date as determined by the
Board of Directors, is sufficient to satisfy the amount of the withholding
tax obligations imposed on the Company by reason of the vesting of the
Restricted Shares (the "Withholding Election"). The Employee may make a
Withholding Election only if both of the following conditions are met:
(1) the Withholding Election must be made on or prior to the date
on which the amount of tax required to be withheld is determined (the "Tax
Date") by executing and delivering to the Company a properly completed
Notice of Withholding Election, in substantially the form of Exhibit A
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attached hereto; and
(2) any Withholding Election made will be irrevocable; however,
the Board of Directors may, in its sole discretion, disapprove and give no
effect to any Withholding Election.
1.4 Restricted Shares Held by the Share Custodian. The Employee hereby
---------------------------------------------
authorizes and directs the Company to deliver to the Secretary of the Company or
such other officer of the Company as may be designated by the Board of Directors
(the "Share Custodian") any stock certificate issued by the Company to evidence
Restricted Shares, as well as any stock certificate issuable to the Employee due
to an event described in Section 3.1 below. The Share Custodian shall hold any
such stock certificates and shall deliver a stock certificate for the
appropriate number of (i) Vested Shares to the Employee upon the occurrence of
each Vesting Date provided the Company has satisfied his withholding tax
obligation; or (ii) Restricted Shares to the Company to the extent they are
forfeited by the Employee.
The Employee hereby irrevocably appoints the Share Custodian, and any
successor thereto, as the true and lawful attorney-in-fact of the Employee with
full power and authority to execute any stock transfer power or other instrument
necessary to transfer the Restricted Shares and any other stock certificates
held by the Share Custodian to the Company in the name, place and stead of the
Employee. The term of such appointment shall commence on the Award Date and
shall continue until all shares of Common Stock have been delivered to the
Employee and the Company in accordance with the terms of this Agreement. The
Employee shall complete an
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irrevocable stock power in favor of the Share Custodian in substantially the
form of Exhibit B attached hereto to effect the provisions of this Section 1.4.
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1.5 Rights as Stockholder. The Employee shall have no rights as a
-----------------------
stockholder with respect to any Restricted Shares until a stock certificate for
the shares is issued in the Employee's name. Once any such stock certificate is
issued and delivered to the Share Custodian, during the period that the Share
Custodian holds the Restricted Shares, the Employee shall be entitled to all
rights associated with ownership of the Restricted Shares, except as follows:
(a) if additional shares of Common Stock become issuable to the Employee due to
an event described in Section 3.1 below, any stock certificate representing such
shares shall be delivered to the Share Custodian and those shares of Common
Stock shall be subject to forfeiture to the same extent as the shares of
Restricted Shares to which they relate; (b) the Employee shall have no rights
inconsistent with the terms of this Agreement, such as the restrictions on
transfer described in Section 2.2 below; and (c) any cash dividends on the
Restricted Shares will be paid to the Employee only to the extent the Restricted
Shares subsequently become Vested Shares.
1.6 Investment Representations. The Employee hereby represents,
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warrants, covenants, and agrees with the Company as follows:
(a) The Restricted Shares being acquired by the Employee will be
acquired for the Employee's own account without the participation of any
other person, with the intent of holding the Restricted Shares for
investment and without the intent of participating, directly or indirectly,
in a distribution of the Restricted Shares and not with a view to, or for
resale in connection with, any distribution of the Restricted Shares, nor
is the Employee aware of the existence of any distribution of the
Restricted Shares;
(b) The Employee is not acquiring the Restricted Shares based upon
any representation, oral or written, by any person with respect to the
future value of, or income from, the Restricted Shares but rather upon an
independent examination and judgment as to the prospects of the Company;
(c) The Restricted Shares were not offered to the Employee by
means of publicly disseminated advertisements or sales literature, nor is
the Employee aware of any offers made to other persons by such means;
(d) The Employee is able to bear the economic risks of the
investment in the Restricted Shares, including the risk of a complete loss
of the Employee's investment therein;
(e) The Employee understands and agrees that the Restricted Shares
will be issued and sold to the Employee without registration under any
state law relating to the registration of securities for sale, and will be
issued and sold in reliance on the exemptions from registration under the
Securities Act of 1933 (the "1933 Act"), provided
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by Sections 3(b) and/or 4(2) thereof and the rules and regulations
promulgated thereunder;
(f) The Restricted Shares cannot be offered for sale, sold or
transferred by the Employee other than pursuant to: (i) an effective
registration under the 1933 Act or in a transaction otherwise in compliance
with the 1933 Act; and (ii) evidence satisfactory to the Company of
compliance with the applicable securities laws of other jurisdictions. The
Company shall be entitled to rely upon an opinion of counsel satisfactory
to it with respect to compliance with the above laws;
(g) The Company will be under no obligation to register the
Restricted Shares or to comply with any exemption available for sale of the
Restricted Shares without registration or filing, and the information or
conditions necessary to permit routine sales of securities of the Company
under Rule 144 of the 1933 Act are not now available and no assurance has
been given that it or they will become available. The Company is under no
obligation to act in any manner so as to make Rule 144 available with
respect to the Restricted Shares;
(h) The Employee has and has had complete access to and the
opportunity to review and make copies of all material documents related to
the business of the Company, including, but not limited to, contracts,
financial statements, tax returns, leases, deeds, and other books and
records. The Employee has examined such of these documents as the Employee
has wished and is familiar with the business and affairs of the Company.
The Employee realizes that the purchase of the Restricted Shares is a
speculative investment and that any possible profit therefrom is uncertain;
(i) The Employee has had the opportunity to ask questions of and
receive answers from the Company and any person acting on its behalf and to
obtain all material information reasonably available with respect to the
Company and its affairs. The Employee has received all information and data
with respect to the Company which the Employee has requested and which the
Employee has deemed relevant in connection with the evaluation of the
merits and risks of the Employee's investment in the Company;
(j) The Employee has such knowledge and experience in financial
and business matters that the Employee is capable of evaluating the merits
and risks of the purchase of the Restricted Shares hereunder and the
Employee is able to bear the economic risk of such purchase; and
(k) The agreements, representations, warranties, and covenants
made by the Employee herein extend to and apply to all of the Restricted
Shares of the Company issued to the Employee pursuant to this Agreement.
Acceptance by the Employee of the certificate representing such Restricted
Shares shall constitute a confirmation by the Employee that all such
agreements, representations, warranties, and covenants made herein shall be
true and correct at that time.
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SECTION 2
FORFEITURE AND RESTRICTIONS UPON RESTRICTED SHARES
2.1 Forfeiture Upon Termination of Employment. Upon a Termination of
-------------------------------------------
Employment with the Company and/or its affiliates for any reason prior to a
Vesting Date, all Restricted Shares that have not become Vested Shares prior to
such Termination of Employment shall be forfeited as of the effective date of
such Termination of Employment.
2.2 Restrictions on Transfer of Restricted Shares. The Employee shall
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effect no Disposition of Restricted Shares prior to the date the shares are
delivered to him by the Share Custodian; provided, however, that this provision
shall not preclude a transfer by will or the laws of descent and distribution in
the event of the death of the Employee.
2.3 Legends. Any stock certificate representing the Restricted Shares
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issued to the Share Custodian shall be endorsed with the following legend and
the Employee shall not effect any transfer of the Restricted Shares without
first complying with the restrictions on transfer described in such legend:
TRANSFER IS RESTRICTED
THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS ON TRANSFER SET FORTH IN A RESTRICTED STOCK AGREEMENT
DATED __________________, A COPY OF WHICH IS AVAILABLE FROM THE
COMPANY.
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED, OR HYPOTHECATED UNLESS (1) THERE IS AN
EFFECTIVE REGISTRATION UNDER SUCH ACT COVERING SUCH SECURITIES, (2)
THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER
SUCH ACT, OR (3) THE ISSUER RECEIVES AN OPINION OF COUNSEL, REASONABLY
SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER,
ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF SUCH ACT.
The Employee agrees that the Company may also endorse any other legends
required by applicable federal or state securities laws.
The Company need not register a transfer of the Restricted Shares, and may
also instruct its transfer agent, if any, not to register the transfer of the
Restricted Shares unless the conditions specified in the foregoing legends are
satisfied.
2.4 Removal of Legend and Transfer Restrictions.
------------------------------------------------
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(a) The restrictions described in the first sentence of the legend
set forth in Section 2.3 above and any related stop transfer instructions
may be removed and the Company shall issue necessary replacement
certificates without that portion of the legend to the Employee as of the
date that the Share Custodian may deliver any such certificates to the
Employee pursuant to Section 1.4 above.
(b) The restrictions described in the second sentence of the
legend set forth in Section 2.3 above and any related stop transfer
instructions may be removed and the Company shall issue necessary
replacement certificates without that portion of the legend to the Employee
if the shares of Common Stock represented by the certificates: (i) are
registered under the 1933 Act and a prospectus meeting the requirements of
Section 10 of the 1933 Act is available; (ii) at such time as permitted by
Rule 144(k) promulgated under the 1933 Act; or (iii) upon receipt of an
opinion of counsel, reasonably satisfactory to the Company stating that
such sale, transfer, assignment or hypothecation is exempt from the
requirements of the 1933 Act.
SECTION 3
GENERAL PROVISIONS
3.1 Change in Capitalization.
--------------------------
(a) If the number of outstanding shares of the Common Stock shall
be increased or decreased as a result of a subdivision or combination of
shares or the payment of a stock dividend in shares of Common Stock to
holders of outstanding shares of Common Stock or any other increase or
decrease in the number of shares of Common Stock outstanding is effected
without receipt of consideration by the Company, an appropriate adjustment
shall be made by the Board of Directors in the number and kind of
Restricted Shares such that the Employee's proportionate interest shall be
maintained as before the occurrence of the event. No fractional shares
shall be issued in making such adjustment. All adjustments made by the
Board of Directors under this Section shall be final, binding, and
conclusive.
(b) In the event of a merger or consolidation, extraordinary
dividend (including a spin-off), reorganization or other change in the
corporate structure of the Company or the Common Stock or a tender offer
for shares of Common Stock, an appropriate adjustment may be made with
respect to the Restricted Shares such that other securities, cash or other
property may be substituted for the Common Stock held by the Employee
pursuant to this Agreement.
(c) The existence of this Agreement shall not affect the right or
power of the Company to make or authorize any adjustment, reclassification,
reorganization or other change in its capital or business structure, any
merger or consolidation of the Company, any issue of debt or equity
securities having preferences or priorities as to the Common
6
Stock or the rights thereof, the dissolution or liquidation of the Company,
any sale or transfer of all or part of its business or assets, or any other
corporate act or proceeding.
3.2 Governing Laws. This Agreement shall be construed, administered
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and enforced according to the laws of the State of Georgia; provided, however,
that no Restricted Shares shall be issued except, in the reasonable judgment of
the Board of Directors, in compliance with exemptions under applicable state
securities laws of the state in which the Employee resides, and/or any other
applicable securities laws.
3.3 Successors. This Agreement shall be binding upon and inure to the
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benefit of the heirs, legal representatives, successors, and permitted assigns
of the parties.
3.4 Notice. All notices and other communications required or permitted
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under this Agreement shall be in writing and shall be delivered by hand or, if
mailed, shall be sent via the United States Postal Service, certified mail,
return receipt requested or by overnight courier. All notices hereunder may be
delivered by hand or overnight courier, in which event the notice shall be
deemed effective when delivered. All notices and other communications under
this Agreement shall be given to the parties hereto at the following addresses:
(i) If to the Company, to it at:
Neighbors Bancshares, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(ii) If to the Employee, to him at:
__________________________
__________________________
Any party hereto may change his or its address by advising the others, in
writing, of such change of address.
3.5 Severability. In the event that any one or more of the provisions
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or portion thereof contained in this Agreement shall for any reason be held to
be invalid, illegal, or unenforceable in any respect, the same shall not
invalidate or otherwise affect any other provisions of this Agreement, and this
Agreement shall be construed as if the invalid, illegal or unenforceable
provision or portion thereof had never been contained herein.
3.6 Entire Agreement. This Agreement expresses the entire
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understanding and agreement of the parties with respect to the subject matter.
This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original but all of which shall constitute one and the same
instrument.
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3.7 Violation. Any Disposition of the Restricted Shares or any portion
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thereof shall be a violation of the terms of this Agreement and shall be void
and without effect.
3.8 Headings. Paragraph headings used herein are for convenience of
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reference only and shall not be considered in construing this Agreement.
3.9 Specific Performance. In the event of any actual or threatened
---------------------
default in, or breach of, any of the terms, conditions and provisions of this
Agreement, the party or parties who are thereby aggrieved shall have the right
to specific performance and injunction in addition to any and all other rights
and remedies at law or in equity, and all such rights and remedies shall be
cumulative.
3.10 No Rights to Continued Retension. The award of Restricted Shares
---------------------------------
hereunder shall not be construed as giving the Employee the right to a continued
service relationship with the Company.
SECTION 4
DEFINITIONS
As used in this Agreement, the capitalized words and phrases set forth
below shall have the meanings thereafter ascribed:
4.1 "Bank" means Neighbors Bank, a proposed state bank being organized
----
under the laws of the State of Georgia.
4.2 "Board of Directors" means the board of directors of the Company.
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4.3 "Change in Control" means any one of the following events:
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(a) the acquisition by any person or persons acting in concert of
the then outstanding voting securities of either the Company or the Bank
if, after the transaction, the acquiring person or persons owns controls or
holds the power to vote fifty percent (50%) or more of any class of voting
securities of the Company or the Bank;
(b) within any twelve-month period (beginning on or after the
Effective Date), the persons who were directors of either the Company or
the Bank immediately before the beginning of such twelve-month period (the
"Incumbent Directors") shall cease to constitute at least a majority of
such Board of Directors; provided that any director who was not a director
as of the beginning of such twelve-month period shall be deemed to be an
Incumbent Director if that director were elected to such Board of Directors
by, or on the recommendation of or with the approval of, at least
two-thirds of the directors who then qualified as Incumbent Directors; and
provided further that no director whose initial assumption of office is in
connection with an actual or threatened election contest relating to the
election of directors shall be deemed to be an Incumbent Director;
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(c) a reorganization, merger or consolidation, with respect to
which persons who were the stockholders of either the Company or the Bank
immediately prior to such reorganization, merger or consolidation do not,
immediately thereafter, own more than fifty percent (50%) of the combined
voting power entitled to vote in the election of directors of the
reorganized, merged or consolidated company's then outstanding voting
securities; or
(d) the sale, transfer or assignment of all or substantially all
of the assets of the Company or the Bank to any third party.
4.4 "Code" means the Internal Revenue Code of 1986, as amended, and the
----
rules and regulations promulgated thereunder.
4.5 "Disability" shall mean the inability of the Employee to perform
----------
the material duties of his employment with the Company or, if applicable, any
affiliate of the Company, for a period of three (3) consecutive months as
certified by a physician chosen by the Company and reasonably acceptable to the
Employee.
4.6 "Disposition" means any conveyance, sale, transfer, assignment,
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pledge or hypothecation, whether outright or as security, inter vivos or
testamentary, with or without consideration, voluntary or involuntary.
4.7 "Fair Market Value" with regard to a date means:
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(a) the price at which the Common Stock shall have been sold on
that date or the last trading date prior to that date as reported by the
national securities exchange selected by the Board of Directors on which
the shares of Common Stock are then actively traded or, if applicable, as
reported by the National Association of Securities Dealers, Inc. Automated
Quotation System (NASDAQ);
(b) if such market information is not published on a regular
basis, the price of the Common Stock in the over-the-counter market on that
date or the last business day prior to that date as reported by (NASDAQ)
or, if not so reported, by a generally accepted reporting service; or
(c) if the Common Stock is not publicly traded, as determined in
good faith by the Board of Directors with due consideration being given to
(i) the most recent independent appraisal of the Company, if such appraisal
is not more than twelve months old and (ii) the valuation methodology used
in any such appraisal.
For purposes of Paragraphs (a), (b), or (c) above, the Board of Directors
may use the closing price as of the applicable date, the average of the high and
low prices as of the applicable date or for a period certain ending on such
date, the price determined at the time the transaction
9
is processed, the tender offer price for shares of Common Stock, or any other
method which the Board of Directors determines is reasonably indicative of the
fair market value.
4.8 "Termination of Employment" means the termination of the
---------------------------
employee-employer relationship between the Employee and the Company and its
affiliates, regardless of the fact that severance or similar payments are made
to the Employee for any reason, including, but not by way of limitation, a
termination by resignation, discharge, death, Disability or retirement. The
Board of Directors shall, in its absolute discretion, determine the effect of
all matters and questions relating to a Termination of Employment, including,
but not by way of limitation, the question of whether a leave of absence
constitutes a Termination of Employment.
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IN WITNESS WHEREOF, the parties have executed and sealed this Agreement on
the day and year first set forth above.
NEIGHBORS BANCSHARES, INC.
By: _______________________________
Title: ____________________________
ATTEST:
____________________________
Title: _____________________
[CORPORATE SEAL]
EMPLOYEE
_____________________________(SEAL)
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EXHIBIT A
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NOTICE OF WITHHOLDING ELECTION
NEIGHBORS BANCSHARES, INC.
RESTRICTED STOCK AGREEMENT
TO: Neighbors Bancshares, Inc.
FROM:
RE: Withholding Election
This election relates to the restricted stock award identified in Paragraph
3 below. I hereby certify that:
(1) My correct name and social security number and my current address
are set forth at the end of this document.
(2) I am (check one, whichever is applicable).
[ ] the original recipient of the restricted stock award.
[ ] the legal representative of the estate of the original recipient
of the restricted stock award.
[ ] a legatee of the original recipient of the restricted stock
award.
[ ] the legal guardian of the original recipient of the restricted
stock award.
(3) The restricted stock award pursuant to which this election relates
is dated as of ___________, 2002 (the "Restricted Stock Agreement") in the name
of_________________ for a total of __________ shares of Common Stock. This
election relates to ______ shares of Common Stock issuable upon the vesting of
the Restricted Shares, provided that the numbers set forth above shall be deemed
changed as appropriate to reflect stock splits and other adjustments
contemplated in Section 3.1 of the Restricted Stock Agreement.
(4) I hereby elect to have certain of the shares withheld by the
Company for the purpose of having the value of the shares applied to pay
federal, state and local, if any, taxes arising from the exercise.
The fair market value of the shares to be withheld in addition to
$_________ in cash to be tendered to the Company by the recipient of the
restricted stock award shall be equal to the minimum statutory tax withholding
requirement under federal, state and local law in connection with the exercise.
Exhibit A - Page 1 of 2
(5) This Withholding Election is made no later than the Tax Date and is
otherwise timely made pursuant to Section 1.3 of the Restricted Stock Agreement.
(6) I understand that this Withholding Election may not be revised,
amended or revoked by me but is subject to the disapproval of the Board of
Directors.
(7) I further understand that, if this Withholding Election is not
disapproved by the Board of Directors, the Company shall withhold from the
Vested Shares a whole number of shares of Common Stock having the value
determined in accordance with Paragraph 4 above.
(8) Capitalized terms used in this Notice of Withholding Election
without definition shall have the meanings given to them in the Restricted Stock
Agreement.
Dated: ________________________________
Signature: _______________________________
___________________________________________
Name (Printed)
___________________________________________
Street Address
___________________________________________
City, State, Zip Code
Exhibit A - Page 2of 2
EXHIBIT B
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IRREVOCABLE STOCK POWER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to
Neighbors Bancshares, Inc., a Georgia corporation (the "Company"), ___ shares of
the Common Stock, $.50 par value, of the Company registered in the name of the
undersigned on the stock transfer records of the Company and represented by
Stock Certificate No. ____________________ of the Company; and the undersigned
does hereby irrevocably constitute and appoint ________________________________,
his attorney-in-fact, to transfer the aforesaid shares on the books of the
Company, with full power of substitution; and the undersigned does hereby ratify
and confirm all that said attorney-in-fact lawfully shall do by virtue hereof.
Date:________________________ _____________________________________
[NAME]
IN THE PRESENCE OF:
_____________________________
(Print Name)
_____________________________
(Signature)
Exhibit B - Page 1 of 1
SCHEDULE I
TO NEIGHBORS BANCSHARES, INC.
RESTRICTED STOCK AWARD
Vesting Schedule
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A. The Restricted Shares shall become Vested Shares following completion of
the years of service for the Company or any of its affiliates as indicated in
the schedule below.
Percentage of Shares Years of Service
Which are Vested Shares after the Bank Opens for Business
-------------------------- ---------------------------------
33 1/3% 1
66 2/3% 2
100% 3
B. Notwithstanding Part A, in the event of a Change in Control, the
Restricted Shares will be fully vested as of a date determined by the Board of
Directors which is no less than thirty (30) days prior to the effective date of
a Change in Control if the Employee is employed by the Company or any of its
affiliates on the effective date of a Change in Control; provided, however, that
the accelerated vesting contemplated by this provision shall not be given effect
on account of any Change in Control which becomes effective prior to the date
which is three years following the date the Bank opens for business
C. For purposes of the Vesting Schedule, the Employee shall be granted a
year of service for each consecutive twelve-month period following the date the
Bank opens for Business and during which the Employee continues, at all times,
as an employee of the Company or any of its affiliates. At such time as the
Employee is no longer an employee of the Company or any of its affiliates, the
Employee will cease to continue vesting in the Restricted Shares and any
remaining Restricted Shares which are not Vested Shares shall be forfeited
Schedule 1 - Page 1 of 1