Period of Restriction. All restrictions imposed by this Agreement and the Plan shall apply to the Restricted Stock until the Restricted Stock vests (as provided in Section 2(b) hereof) (the period during which such restrictions apply is referred to as the “Period of Restriction”). Restricted Stock after the Period of Restriction has ended is referred to as “Vested Stock.”

Restriction and Retention Period. The Award of Restricted Stock Units will be subject to a one-year Restriction Period. In addition, pursuant to this election, this Award will be subject to a Retention Period that will expire upon my Separation from Service (within the meaning of section 409A of the Internal Revenue Code of 1986, as amended) (a “Separation From Service”) or death. Restricted Stock Units will not be settled in Restricted Stock Unit Shares until the expiration of every applicable Restriction Period and Retention Period.

Duration of Restriction Period. The Restriction Period with respect to the Units will lapse as follows:

Restriction Period; Performance Condition. For purposes of this Agreement, the Restriction Period is the period beginning on the grant date and ending as set forth in the Award Notice (the “Restriction Period”). The Board Committee may, in accordance with the Plan and to the extent permitted by Section 409A of the Code (if applicable), accelerate the expiration of the Restriction Period as to some or all of the Restricted Units at any time, which may cause the Award not to be a Qualified Performance Based Award. As set forth in Section 3, the Award includes a performance condition (the “Performance Condition”) such that vesting and payout rights are contingent upon attainment during the performance period (the “Performance Period”) of the performance objective(s) set forth in the Award Notice or Statement of Performance Goals (however designated) delivered or made available to the Employee at the time of the Award (the “Statement of Performance Goals”). The Board, the Board Committee, or its designee shall make the final determination as to whether the Performance Condition has been satisfied as soon as administratively practicable following the expiration of the Performance Period, but in no event later than the 15th day of the third month following the expiration of the Performance Period.

Extension of Restrictive Period. You agree that the Restricted Time will be extended by any time during which you are in violation of any of the Restrictive Covenants.

Resale Restriction. The Restricted Stock issued as part of this transaction shall be subject to a resale restriction for one year from the date the transaction is finalized. During this period, the shares cannot be sold, transferred, or otherwise disposed of.

Reasonable Restriction. In signing this Agreement, Employee is fully aware of the restrictions that this Agreement places upon Employee’s future employment or contractual opportunities with someone other than Company. However, Employee understands and agrees that Employee’s employment by Company, Employee’s privileged position within Company, and Employee’s access to Confidential Information and Trade Secrets of Company and Company Intellectual Property makes such restrictions both necessary and reasonable. Employee acknowledges and agrees that the restrictions hereby imposed constitute reasonable protections of the legitimate business interests of Company and that they will not unduly restrict Employee’s opportunity to earn a reasonable living following the termination of Employee’s employment.

Financing Restriction. In addition to the requirements of Section 4(n) above and during the period commencing on the date hereof and ending sixty (60) calendar days after the date hereof, neither the Company nor any of its Subsidiaries shall, directly or indirectly, effect any Subsequent Placement (as defined below) unless it obtains the prior written consent of the Purchaser. “Subsequent Placement” means any, direct or indirect, issuance, offer, sale, grant of any option or right to purchase, or otherwise disposition of (or announcement of any issuance, offer, sale, grant of any option or right to purchase or other disposition of) any equity or debt security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Common Stock Equivalents, any preferred stock or any purchase rights) of the Company or any of its Subsidiaries, including, without limitation, pursuant to [Section 3(a)(9)] or [Section 3(a)(10)] of the 1933 Act.

For a period ending six months after the date of this Agreement (the “Restricted Period”), the Purchaser agrees that it shall not sell, transfer or otherwise dispose of the Shares or any right, title, or interest therein to any person, other than # to an entity controlled by or under common control with the which agrees to be bound by the terms of this Agreement, or # to an “accredited investor” (as defined under the rules and regulations under the Securities Act) after complying with paragraph # below.

General Restriction. Each Party agrees to hold its Securities during the Term and, except as otherwise specifically provided in this Agreement or agreed to in writing by the other Party, not to sell, transfer, assign, hypothecate or in any way alienate any of such Party’s Securities or any right or interest therein except to an Affiliate of such Party in accordance with the Articles. In the case of any transfer permitted hereunder, the transferring Party shall deliver to the other Party # at least fifteen (15) days prior to such transfer, a written notice stating its intention to transfer the Securities to be transferred, the name of the transferee, whether such transferee is an Affiliate, the number of Securities to be transferred, and the price and other material terms and conditions of the transfer, and # except as otherwise specifically provided herein, on or prior to the effective date of the transfer and in a form reasonably acceptable to the other Party and its counsel, the transferee’s written acknowledgement of and agreement to be bound by, and to vote the transferred Securities at all times in accordance with, the terms of this Agreement.