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1、妙文翻译公司翻译样稿6. Restriction on Transferability. Prior to vesting and delivery of the Shares, neither the Restricted Stock Units, nor the Shares or any beneficial interest therein, may be sold, transferred, pledged, assigned, or otherwise alienated at any time. Any attempt to do so contrary to the provi
2、sions hereof shall be null and void. Notwithstanding the above, distribution can be made pursuant to will, the laws of descent and distribution, and if provided by the Administrator, intra-family transfer instruments, or to an inter vivos trust, or as otherwise provided by the Administrator. The ter
3、ms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Participant.7. Requirements of Law. The issuance of Shares upon vesting of the Restricted Stock Units is subject to Section 13 of the Plan, which generally provides that any such issuance s
4、hall be subject to compliance by the Company and the Participant with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange on which the Shares may be listed for trading at the time of such issuance. The inability of the Company to obtain appro
5、val from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance of any Shares hereby shall relieve the Company of any liability with respect to the non-issuance of the Shares as to which such approval shall not have been obtained. The Company, however, shal
6、l use its reasonable efforts to obtain all such approvals.8. Rights as Shareholder. The Participant shall not have voting, dividend or any other rights as a shareholder of the Company with respect to the Restricted Stock Units. Upon settlement of the Participants Restricted Stock Units into Shares (
7、as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), the Participant will obtain full voting, dividend and other rights as a shareholder of the Company.9. No Compensation Deferrals. Neither the Plan nor this Agreement is intended t
8、o provide for an elective deferral of compensation that would be subject to Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”). If, notwithstanding the parties intent in this regard, at the time of the Participants termination of Service, he or she is determi
9、ned to be a specified employee as defined in Code Section 409A, and one or more of the payments or benefits received or to be received by the Participant pursuant to the Restricted Stock Units would constitute deferred compensation subject to Code Section 409A, no such payment or benefit will be pro
10、vided under the Restricted Stock Units until the earliest of (A) the date which is six (6) months after the Participants separation from service for any reason, other than death or disability (as such terms are used in Section 409A(a)(2) of the Code), (B) the date of the Participants death or disabi
11、lity (as such term is used in Section 409A(a)(2)(C) of the Code), or (C) the effective date of a change in the ownership or effective control or a change in ownership of a substantial portion of the assets of the Company (as such terms are used in Section 409A(a)(2)(A)(v) of the Code). The provision
12、s of this Section 9 shall only apply to the extent required to avoid the Participants incurrence of any additional tax or interest under Code Section 409A or any regulations or U.S. Department of the Treasury (“Treasury”) guidance promulgated thereunder. In addition, if any provision of the Restrict
13、ed Stock Units would cause the Participant to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally am
14、end or modify the Plan and/or this Agreement to conform it to the maximum extent practicable to the original intent of the applicable provision without violating the provisions of Code Section 409A, including without limitation to limit payment or distribution of any amount of benefit hereunder in c
15、onnection with a Change in Control to a transaction meeting the definitions referred to in clause (C) above, or in connection with any disability to a disability as referred to in (B) above; provided however that the Company makes no representation that this Restricted Stock Unit is not subject to S
16、ection 409A nor makes any undertaking to preclude Section 409A from applying to this Restricted Stock Unit. In addition, to the extent the Company determines it appropriate to accelerate any vesting conditions applicable to this award, then to the extent necessary to avoid the Participants incurring any additional tax or interest as a result of such vesting acceleration under Code Section 409A or any regulations or Treasury guidance promulgated thereunder
