Restrictions. Until the restrictions contained herein and in the Plan have lapsed as to all or a portion of the Shares specified in such restriction, the Shares shall not be sold, transferred or otherwise disposed of and shall not be pledged, assigned or otherwise hypothecated or encumbered, nor shall they be delivered to the Participant. The term “Vest” as used in this Agreement means the lapsing of the restrictions contained in this Agreement or the Plan with respect to the Shares or a specified portion of the Shares.

Restrictions on Shares. Subject to the provisions of the Plan, you may not sell, assign, transfer, pledge, hypothecate or otherwise dispose of or encumber the Shares until they have vested in accordance with the vesting schedule set forth in Section 4 of this Agreement. The Company will permit transfer of the Shares only in accordance with the terms of this Agreement. Any transfer of the Shares made in any manner contrary to this Agreement will be void and ineffective to constitute the transferee a shareholder of the Company entitled to any rights, benefits or privileges as such.