whereas in the event that tracking of the actual amount of proceeds realized per Share by Executive upon disposition of the Shares is not possible or impracticable, the maximum amounts per Share realized by Executive upon the disposition of Shares during the Repayment Period shall be used for purposes of calculating this reimbursement. In the event Executive is required to reimburse the Company pursuant to this Agreement, Executive hereby agrees to reimburse the Company pursuant to this Section 2 with immediately available funds, no later than thirty (30) days of the last day of her employment with the Company. Executive further agrees that Company may deduct amounts due the Company pursuant to this Agreement from any wages owed by Company to the Executive, to the extent permissible under Section 409A of the Code.
“Repayment Period” means:
for 100% of the First Tranche Shares, the period beginning on February 12, 2024 and ending on February 11, 2025.
for 75% of the First Tranche Shares, the period beginning on February 12, 2025 and ending on February 11, 2026.
for 50% of the First Tranche Shares, the period beginning on February 12, 2026 and ending on February 11, 2027.
3. Dividends and Voting Rights. The Executive shall be entitled to receive any dividends that become payable with respect to such shares of Restricted Stock and shall be entitled to voting rights with respect to such shares of Restricted Stock.
4. Restrictions on Restricted Stock. The Restricted Stock may not be sold, assigned, conveyed, donated, pledged, transferred or otherwise disposed of or encumbered for the Restricted Period. For the avoidance of doubt, these restrictions shall not apply to the First Tranche Shares because the Restricted Period ends on the date of this Agreement.
5. Compliance with Laws and Regulations. The issuance and transfer of Shares in accordance with this Agreement will be subject to compliance by the Company and Executive with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which Shares may be listed at the time of such issuance or transfer. The Company shall have the right to delay the issue or delivery of any Shares until (i) the completion of such registration or qualification of such Shares under any federal or state law, ruling or regulation as the Company shall determine to be necessary or advisable, and (ii) receipt from the Executive of such documents and information as the Committee may deem necessary or appropriate in connection with such registration or qualification.
6. Adjustments. The Restricted Stock granted under this Agreement shall be subject to the provisions of Section 14(a) and 17(a) of the Plan as if they had been granted thereunder in the event of the circumstances described therein.
