Vesting. The Restricted Shares shall vest and be released from escrow to the Grantee under this Agreement in accordance with the vesting schedule set forth in Section 2.1 and the other conditions precedent to the release from escrow of the eligible Restricted Shares.

Escrow of Restricted Shares. The Secretary of the Company shall hold the Shares in escrow and will either # release eligible Restricted Shares when vested or # in the event Grantee is terminated as set forth in Section 2.2 of this Agreement, return Restricted Shares which have not yet vested as of the date of such termination to the Company for cancellation. Grantee will have no voting rights with respect to Restricted Shares until such Restricted Shares have been vested and released from escrow to the Grantee. All cash, stock, and other dividends declared with respect to the Restricted Shares while in escrow will be remitted back to the Company when paid.