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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/15/18 Pacific Ethanol, Inc. 10-K 12/31/17 105:10M S2 Filings LLC/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 946K
3: EX-10.31 Material Contract HTML 47K
2: EX-10.5 Material Contract HTML 56K
4: EX-21.1 Subsidiaries List HTML 29K
5: EX-23.1 Consent of Experts or Counsel HTML 25K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 29K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 29K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 27K
15: R1 Document and Entity Information HTML 55K
16: R2 Consolidated Balance Sheets HTML 139K
17: R3 Consolidated Balance Sheets (Parenthetical) HTML 54K
18: R4 Consolidated Statements of Operations HTML 78K
19: R5 Consolidated Statements of Comprehensive Income HTML 41K
(Loss)
20: R6 Consolidated Statements of Stockholders Equity HTML 76K
21: R7 Consolidated Statements of Cash Flows HTML 141K
22: R8 Organization and Significant Accounting Policies. HTML 133K
23: R9 Pacific Ethanol Plants. HTML 88K
24: R10 Intercompany Agreements. HTML 39K
25: R11 Segments. HTML 89K
26: R12 Property and Equipment. HTML 38K
27: R13 Intangible Assets. HTML 31K
28: R14 Derivatives. HTML 66K
29: R15 Debt. HTML 75K
30: R16 Pension Plans. HTML 116K
31: R17 Income Taxes. HTML 106K
32: R18 Preferred Stock. HTML 42K
33: R19 Common Stock and Warrants. HTML 46K
34: R20 Stock Based Compensation. HTML 80K
35: R21 Commitments and Contingencies. HTML 58K
36: R22 Fair Value Measurements. HTML 115K
37: R23 Parent Company Financials. HTML 132K
38: R24 Quarterly Financial Data (Unaudited). HTML 77K
39: R25 Organization and Significant Accounting Policies. HTML 197K
(Policies)
40: R26 Organization and Significant Accounting Policies. HTML 89K
(Tables)
41: R27 Pacific Ethanol Plants. (Tables) HTML 76K
42: R28 Segments. (Tables) HTML 88K
43: R29 Property and Equipment. (Tables) HTML 36K
44: R30 Derivatives. (Tables) HTML 63K
45: R31 Debt. (Tables) HTML 51K
46: R32 Pension Plans. (Tables) HTML 112K
47: R33 Income Taxes. (Tables) HTML 105K
48: R34 Common Stock and Warrants. (Tables) HTML 43K
49: R35 Stock Based Compensation. (Tables) HTML 82K
50: R36 Commitments and Contingencies. (Tables) HTML 38K
51: R37 Fair Value Measurements. (Tables) HTML 113K
52: R38 Parent Company Financials. (Tables) HTML 132K
53: R39 Quarterly Financial Data. (Tables) HTML 76K
54: R40 Organization and Significant Accounting Policies. HTML 33K
(Details)
55: R41 Organization and Significant Accounting Policies. HTML 35K
(Details 1)
56: R42 Organization and Significant Accounting Policies. HTML 41K
(Details 2)
57: R43 Organization and Significant Accounting Policies. HTML 34K
(Details 3)
58: R44 Organization and Significant Accounting Policies. HTML 67K
(Details 4)
59: R45 Organization and Significant Accounting Policies. HTML 86K
(Details Narrative)
60: R46 Pacific Ethanol Plants. (Details) HTML 91K
61: R47 Pacific Ethanol Plants. (Details 1) HTML 42K
62: R48 Pacific Ethanol Plants. (Details Narrative) HTML 118K
63: R49 Intercompany Agreements. (Details Narrative) HTML 61K
64: R50 Segments. (Details) HTML 65K
65: R51 Segments. (Details 1) HTML 31K
66: R52 Segments. (Details Narrative) HTML 31K
67: R53 Property and Equipment. (Details) HTML 40K
68: R54 Property and Equipment. (Details Narrative) HTML 33K
69: R55 Intangible Asset. (Details Narrative) HTML 29K
70: R56 Derivatives. (Details) HTML 33K
71: R57 Derivatives. (Details 1) HTML 35K
72: R58 Derivatives. (Details Narrative) HTML 28K
73: R59 Debt (Details) HTML 63K
74: R60 Debt (Details 1) HTML 42K
75: R61 Debt (Details Narrative) HTML 187K
76: R62 Pension Plans. (Details) HTML 69K
77: R63 Pension Plans. (Details 1) HTML 71K
78: R64 Pension Plans. (Details 2) HTML 43K
79: R65 Pension Plans. (Details Narrative) HTML 35K
80: R66 Income Taxes. (Details) HTML 34K
81: R67 Income Taxes. (Details 1) HTML 60K
82: R68 Income Taxes. (Details 2) HTML 70K
83: R69 Income Taxes. (Details 3) HTML 51K
84: R70 Income Taxes. (Details 4) HTML 49K
85: R71 Income Taxes. (Details Narrative) HTML 49K
86: R72 Preferred Stock. (Details Narrative) HTML 45K
87: R73 Common Stock and Warrants. (Details) HTML 55K
88: R74 Common Stock and Warrants. (Details Narrative) HTML 30K
89: R75 Stock-Based Compensation. (Details) HTML 44K
90: R76 Stock-Based Compensation. (Details 1) HTML 41K
91: R77 Stock-Based Compensation. (Details 2) HTML 52K
92: R78 Stock-Based Compensation. (Details 3) HTML 30K
93: R79 Stock-Based Compensation. (Details Narrative) HTML 41K
94: R80 Commitments and Contingencies. (Details) HTML 74K
95: R81 Commitments and Contingencies. (Details Narrative) HTML 64K
96: R82 Fair Value Measurements. (Details) HTML 78K
97: R83 Fair Value Measurements. (Details 1) HTML 39K
98: R84 Fair Value Measurements. (Details 2) HTML 37K
99: R85 Parent Company Financials. (Details) HTML 120K
100: R86 Parent Company Financials. (Details 1) HTML 70K
101: R87 Parent Company Financials. (Details 2) HTML 116K
102: R88 Quarterly Financial Data (Unaudited). (Details) HTML 49K
104: XML IDEA XML File -- Filing Summary XML 189K
103: EXCEL IDEA Workbook of Financial Reports XLSX 125K
9: EX-101.INS XBRL Instance -- peix-20171231 XML 3.63M
11: EX-101.CAL XBRL Calculations -- peix-20171231_cal XML 270K
12: EX-101.DEF XBRL Definitions -- peix-20171231_def XML 1.06M
13: EX-101.LAB XBRL Labels -- peix-20171231_lab XML 1.67M
14: EX-101.PRE XBRL Presentations -- peix-20171231_pre XML 1.35M
10: EX-101.SCH XBRL Schema -- peix-20171231 XSD 258K
105: ZIP XBRL Zipped Folder -- 0001615774-18-001920-xbrl Zip 254K
Exhibit 10.5
PACIFIC ETHANOL, INC.
RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) dated and effective as of __________ (the “Grant Date”) by and between Pacific Ethanol, Inc., a Delaware corporation (the “Company”), and «First_Name» «Last_Name» (“Employee”) is entered into as follows:
WHEREAS, the Company has established the Pacific Ethanol, Inc. 2016 Stock Incentive Plan (the “Plan”), a copy of which has previously been provided to Employee or is provided with this Agreement; and
WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Committee”) has determined that Employee be granted shares of the Company’s $.001 par value per share Common Stock (the “Restricted Stock”) subject to the restrictions stated below.
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Plan. References herein to the Company shall also include, where and as applicable, any Parent or Subsidiary of the Company in the same manner used in the Plan.
NOW, THEREFORE, the parties hereby agree as follows:
1. Grant of Restricted Stock. Subject to the terms and conditions of this Agreement and of the Plan, the Company hereby grants to Employee «First_Name» «Last_Name», «Total_of_Shares_in_Words» («Total_of_Shares») shares of Restricted Stock. As soon as practicable, the Company shall cause the shares of Restricted Stock to be issued in Employee’s name. During the Restriction Period (as defined below), the Restricted Stock shall be held in the custody of the Company or its designee for Employee’s account. The Restricted Stock shall be subject to, and shall bear appropriate legends with respect to, the restrictions described herein.
2. Vesting Schedule.
(a) The interest of Employee in the Restricted Stock shall vest as follows: 33% of the shares of Restricted Stock shall vest on ______, 20__, 33% of the shares of Restricted Stock shall vest on ______, 20__ and 34% of the shares of Restricted Stock shall vest on ______, 20__; provided, that Employee remains continuously employed by the Company on a full-time basis from the Grant Date through the applicable vesting date. If a vesting date falls on a weekend or any other day on which the NASDAQ Stock Market (“NASDAQ”) is not open, vesting of the corresponding Restricted Stock shall occur on the next following NASDAQ trading day. Notwithstanding the foregoing, the interest of Employee in the Restricted Stock may vest as to one hundred percent (100%) of the then unvested shares of Restricted Stock upon a Change in Control but only in accordance with the Plan.
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(b) Upon termination of the Restriction Period, the Company shall, as soon as practicable thereafter, deliver instructions to American Stock Transfer (“AST”) to deposit and make available the number of shares of Restricted Stock with respect to which such restrictions have lapsed into the Employee’s Managed Shares account at AST or a brokerage company selected from time to time by the Company. Employee may instruct AST to deliver vested shares of Restricted Stock to Employee, or Employee’s broker or other designee; provided, that Employee communicates such instruction through the AST site not less than five (5) business days prior to the applicable vesting date. Employee may thereafter request delivery of the vested shares of Restricted Stock to Employee, or Employee’s broker or other designee in accordance with the terms and conditions applicable to Employee’s Managed Shares account.
3. Restrictions.
(a) No portion of the Restricted Stock or rights granted hereunder may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by Employee until such portion of the Restricted Stock becomes vested in accordance with Section 2 of this Agreement. The period of time between the date hereof and the date shares of Restricted Stock vest is referred to herein as the “Restriction Period” as to those shares of Restricted Stock. In addition, none of the Restricted Stock, even if vested, may be sold or transferred in contravention of (i) any market blackout periods the Company may impose from time to time, or (ii) the Company’s insider trading policies to the extent applicable to Employee from time to time.
(b) The vesting schedule requires Employee’s continued service as a full-time employee of the Company during the applicable vesting periods as a condition to the vesting of the Restricted Stock and the rights and benefits under this Agreement. If Employee’s employment with the Company is terminated for any reason, whether voluntarily or involuntarily, the balance of the Restricted Stock subject to the provisions of this Agreement which has not vested at the time of Employee’s termination of employment shall be forfeited by Employee without payment of any consideration by the Company and neither Employee nor any successor, heir, assign or personal representative of Employee shall have any right, title or interest in or to the forfeited shares of Restricted Stock or the certificates evidencing them, and the Company shall direct its transfer agent of the Common Stock to make the appropriate entries in its records showing the cancellation of the certificate or certificates for such Restricted Stock. Service as an employee for only a portion of a vesting period, even if a substantial portion, will not entitle Employee to any proportionate vesting of the Restricted Stock allocated to that period or avoid or mitigate the forfeiture of Employee’s Restricted Stock that will occur upon the cessation of Employee’s service as an employee of the Company. Notwithstanding the foregoing, the Company may, by written agreement with the Employee, expressly agree to provisions different from those set forth above with respect to severance benefits as to the Restricted Stock.
4. Shareholder Rights. During the Restriction Period, Employee shall have all the rights of a shareholder with respect to the Restricted Stock except for the right to transfer the Restricted Stock, as set forth in Section 3 of this Agreement. Accordingly, Employee shall have the right to vote the Restricted Stock and to receive any cash dividends paid to or made with respect to the Restricted Stock; provided, however, that dividends paid, if any, with respect to that Restricted Stock which has not vested at the time of the dividend payment shall be held in the custody of the Company and shall be subject to the same restrictions that apply to the corresponding Restricted Stock.
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5. Changes in Common Stock. If any change is made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Company’s receipt of consideration, appropriate adjustments shall be made by the Plan Administrator to (i) the maximum number and/or class of securities issuable under the Plan, (ii) the maximum number and/or class of securities for which any one person may be granted Awards under the Plan per calendar year, (iii) the number and/or class of securities and the exercise or base price per share (or any other cash consideration payable per share) in effect under each outstanding Award under the Discretionary Grant Program, and (iv) the number and/or class of securities subject to each outstanding Award under the Stock Issuance Program and the cash consideration (if any) payable per share thereunder. To the extent such adjustments are to be made to outstanding Awards, those adjustments shall be effected in a manner that shall preclude the enlargement or dilution of rights and benefits under those Awards. The adjustments determined by the Plan Administrator shall be final, binding and conclusive.
6. Taxes.
(a) Employee will recognize ordinary income for federal income tax purposes on each date the Restricted Stock subject to Employee’s award vests, whether pursuant to the normal vesting schedule above, the acceleration provisions of this Agreement that may apply or otherwise. The amount of Employee’s taxable income on each such vesting date will equal the fair market value per share of Common Stock on the date of vesting times the number of shares of Restricted Stock which vest on that date.
(b) Employee shall be liable for any and all taxes, including any withholding taxes, arising out of this grant or the vesting of Restricted Stock hereunder. Employee may elect to satisfy such withholding tax obligation by (i) having the Company retain Restricted Stock having a fair market value equal to the Company’s minimum withholding obligation, or (ii) making a cash payment to the Company in an amount equal to the Company’s minimum withholding obligation; provided, that Employee make and communicate such election through the AST site as to the applicable vesting amount not less than five (5) business days prior to the applicable vesting date. If Employee elects to pay the applicable minimum withholding amount in cash, then Employee shall make such payment within two (2) business days following the applicable vesting date. If Employee (A) fails to make and communicate such election through the AST site within the applicable time period, or (B) elects to make a cash payment of the minimum withholding amount and Employee fails to make such payment within two (2) business days following the applicable vesting date, then the Company’s minimum withholding tax obligations shall be satisfied by the Company withholding a number of shares of Restricted Stock that would otherwise vest and be delivered to Employee under this Agreement that the Company determines has a fair market value sufficient to meet such obligations. The Company shall not be required to deliver any Restricted Stock or to recognize any purported transfer of shares of the Restricted Stock until such withholding obligations are satisfied. Employee is ultimately liable and responsible for all taxes owed by Employee in connection with Employee’s Restricted Stock, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Restricted Stock. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant, issuance, vesting or settlement of the Restricted Stock or the subsequent sale of any of the shares of Restricted Stock. The Company does not commit and is under no obligation to structure the Restricted Stock award or program to reduce or eliminate Employee’s tax liability. The Company shall not be required to issue or deliver to Employee fractional shares of Restricted Stock upon withholding of any shares of Restricted Stock to cover the minimum withholding tax, or otherwise, and any fractional share amounts shall be paid to Employee by the Company solely in cash based on the pro rata fair market value of such fractional share amounts on the date of vesting.
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7. Securities Law Compliance. The Company will use its reasonable commercial efforts to assure that all Restricted Stock issued pursuant to this Agreement is registered under the federal securities laws. However, no Restricted Stock will be issued pursuant to Employee’s award if such issuance would otherwise constitute a violation of any applicable federal or state securities laws or regulations or the requirements of The NASDAQ Capital Market and any stock exchange or other market on which the Common Stock is then quoted or listed for trading. The inability of the Company to obtain approval from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance of any Restricted Stock hereunder shall defer the Company’s obligation with respect to the issuance of such Restricted Stock until such approval has been obtained.
8. Miscellaneous.
(a) The grant of Restricted Stock or another award to Employee in any one year, or at any time, does not obligate the Company to make a grant in any future year or in any given amount and should not create an expectation that the Company might make a grant in any future year or in any given amount.
(b) The Company shall not be required (i) to transfer on its books any shares of Restricted Stock which shall have been sold or transferred in violation of any of the provisions set forth in this Agreement, or (ii) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred.
(c) The parties agree to execute such further instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement.
(d) Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon delivery to Employee at Employee’s address then on file with the Company.
(e) This Agreement shall not be construed so as to grant Employee any right to remain in the employ of the Company.
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(f) The parties agree that neither the Company nor any of its affiliates shall have any further obligation to Employee relating to the grant of stock or other incentive compensation except as stated herein.
(g) This Agreement and the Plan constitute the entire agreement of the parties with respect to the subject matter hereof. This Agreement may not be amended except with the consent of the Committee and by a written instrument duly executed by the Company and Employee.
(h) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and to their heirs, personal representatives, successors and assigns. The terms of this Agreement shall in all respects be subject to the terms of the Plan. Employee hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Committee upon any questions arising under the Plan or this Agreement.
(i) The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Delaware without resort to that State’s conflicts-of-laws rules.
(j) This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise make changes in its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.
9. Mandatory Arbitration. ANY AND ALL DISPUTES OR CONTROVERSIES BETWEEN EMPLOYEE AND THE COMPANY OR BETWEEN THE COMPANY AND EMPLOYEE ARISING OUT OF, RELATING TO OR OTHERWISE CONNECTED WITH THIS AGREEMENT OR THE AWARD OF RESTRICTED STOCK EVIDENCED HEREBY OR THE VALIDITY, CONSTRUCTION, PERFORMANCE OR TERMINATION OF THIS AGREEMENT SHALL BE SETTLED EXCLUSIVELY BY BINDING ARBITRATION TO BE HELD IN SACRAMENTO COUNTY, CALIFORNIA. THE ARBITRATION PROCEEDINGS SHALL BE GOVERNED BY (I) THE NATIONAL RULES FOR THE RESOLUTION OF EMPLOYMENT DISPUTES THEN IN EFFECT OF THE AMERICAN ARBITRATION ASSOCIATION, AND (II) THE FEDERAL ARBITRATION ACT. THE ARBITRATOR SHALL HAVE THE SAME, BUT NO GREATER, REMEDIAL AUTHORITY AS WOULD A COURT HEARING THE SAME DISPUTE. THE DECISION OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE AND BINDING ON THE PARTIES TO THE ARBITRATION AND SHALL BE IN LIEU OF THE RIGHTS THOSE PARTIES MAY OTHERWISE HAVE TO A JURY TRIAL; PROVIDED, HOWEVER, THAT SUCH DECISION SHALL BE SUBJECT TO CORRECTION, CONFIRMATION OR VACATION IN ACCORDANCE WITH THE PROVISIONS AND STANDARDS OF APPLICABLE LAW GOVERNING THE JUDICIAL REVIEW OF ARBITRATION AWARDS. THE ARBITRATOR SHALL ISSUE A WRITTEN DECISION THAT REVEALS THE ESSENTIAL FINDINGS AND CONCLUSIONS ON WHICH THE DECISION IS BASED, AND THE ARBITRATOR’S DECISION SHALL BE SUBJECT TO SUCH JUDICIAL REVIEW AS IS PROVIDED BY LAW. THE COMPANY SHALL PAY ANY ARBITRATION FILING FEE, AND WILL BEAR ALL OTHER COSTS OF ARBITRATION, INCLUDING FEES FOR THE SERVICES OF THE ARBITRATOR AND ANY COURT REPORTER ORDERED BY THE ARBITRATOR. EACH PARTY SHALL BEAR ITS, HIS OR HER OWN COSTS OF LEGAL REPRESENTATION; PROVIDED, HOWEVER, IF ANY PARTY PREVAILS ON A CLAIM ENTITLING THE PREVAILING PARTY TO ATTORNEYS’ FEES AND/OR COSTS PURSUANT TO ANY APPLICABLE EMPLOYMENT OR CIVIL RIGHTS STATUTE, THE ARBITRATOR MAY AWARD REASONABLE FEES AND/OR COSTS TO THE PREVAILING PARTY IN ACCORDANCE WITH SUCH CLAIM. JUDGMENT SHALL BE ENTERED ON THE ARBITRATOR’S DECISION IN ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER OF SUCH DISPUTE OR CONTROVERSY. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY IN AN APPROPRIATE MATTER APPLY TO A COURT PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1281.8, OR ANY COMPARABLE STATUTORY PROVISION OR COMMON LAW PRINCIPLE, FOR PROVISIONAL RELIEF, INCLUDING A TEMPORARY RESTRAINING ORDER OR A PRELIMINARY INJUNCTION. TO THE EXTENT PERMITTED BY LAW, THE PROCEEDINGS AND RESULTS, INCLUDING THE ARBITRATOR’S DECISION, SHALL BE KEPT CONFIDENTIAL TO THE EXTENT PERMITTED BY APPLICABLE LAW.
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10. Remaining Terms. The remaining terms and conditions of Employee’s award are governed by the Plan, and Employee’s award is also subject to all interpretations, amendments, rules, regulations and decisions that may from time to time exist, be adopted or made under and pursuant to the Plan. The General Plan Description, which is the official prospectus summarizing the principal features of the Plan, has previously been provided to Employee or is provided with this Agreement.
(Signature Page Follows)
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IN WITNESS WHEREOF, the undersigned have executed this Agreement effective on the date first set above.
| COMPANY: | PACIFIC ETHANOL, INC., | |
| a Delaware corporation | ||
| By: | ||
I, the undersigned Employee, hereby acknowledge receiving, reading and understanding the General Plan Description, which is the official prospectus summarizing the principal features of the Plan, this Agreement and the Plan itself. I further acknowledge and accept the foregoing terms and conditions of the Restricted Stock award evidenced hereby. I also acknowledge and agree that the foregoing sets forth the entire understanding between the Company and me regarding my entitlement to receive the shares of the Company’s Common Stock subject to such award and supersedes all prior oral and written agreements on that subject.
| EMPLOYEE: | |
| «First_Name» «Last_Name» |
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NOTICE OF ELECTION
Chief Financial Officer
Pacific Ethanol, Inc.
Re: Notice of Election as to Manner of Payment of Minimum Withholding Tax
1. The undersigned Employee has been granted shares of Restricted Stock of Pacific Ethanol, Inc., a Delaware corporation (the “Company”).
2. The undersigned Employee hereby elects to (check one):
_____ pay the minimum withholding tax in cash with respect to shares of Restricted Stock; or
_____ have shares of Restricted Stock withheld by the Company to cover the minimum withholding tax.
3. The foregoing election is with respect to the following Grant Date or vesting date(check one):
_____ ________, 20__
_____ ________, 20__
_____ ________, 20__
4. If the undersigned Employee has elected to pay to the Company the minimum withholding tax in cash with respect to shares of Restricted Stock, the undersigned Employee shall make such payment to the Company within two (2) business days following the applicable vesting date. If the undersigned Employee fails to make payment within such period, then the Company’s minimum withholding tax obligations may be satisfied by the Company withholding a number of shares of Restricted Stock that would otherwise vest and be delivered to Employee that the Company determines has a fair market value sufficient to meet such obligations.
5. The terms and conditions of Company’s grant of Restricted Stock are governed solely by the Restricted Stock Agreement and the Plan.
| Dated: | EMPLOYEE | ||
| «First_Name» «Last_Name» | |||
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