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1、真诚为您提供优质参考资料，若有不当之处，请指正。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

2、so contrary to the provisions 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 th

3、e Administrator. The terms 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

4、that any such issuance shall 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

5、 Company to obtain approval 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. Th

6、e Company, however, shall 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 S

7、tock Units into Shares (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

8、 Agreement is intended to 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 Servi

9、ce, he or she is determined 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 paymen

10、t or benefit will be provided 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 Part

11、icipants death or disability (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

12、the Code). The provisions 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 p

13、rovision of the Restricted 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 discre

14、tion, to unilaterally amend 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 o

15、f benefit hereunder in connection 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

16、Unit is not subject to Section 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 th

17、e 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, and notwithstanding Section 4 above, the Company may as a condition to extending such acceleration benefits provide

18、 for the Shares to be issued upon settlement of the Restricted Stock Units to be issued on the earliest date (the “Permitted Distribution Date”) that would obviate application of such additional tax or interest rather than issuing them upon the date on which such vesting is effective as would otherw

19、ise be required under Section 2 (or as soon as practicable after such Permitted Distribution Date and in no event later than that last day of the grace period following such date permitted under Code Section 409A). 6.转让限制。在授权和交付股份之前，无论是限制性股票单位，还是股份或其任何实益权益在任何时候均不得被出售、转让、抵押、让与或以其他方式让渡。任何违反本协议规定的企图均应无

20、效。尽管有上述规定，发行可按照意愿、继承分配法进行，如果管理人有规定，按照家庭内部转让文书、生前信托、或管理人的其他规定进行。本协议条款对参与者的执行人、管理人、继承人、继任人、受让人都有约束力。7.法律要求。限制性股票单位行权股份的发行受制于计划第13节规定，该项规定规定任何该等发行应受制于公司及参与者对所有适用的相关法律及在该等发行发生时股份可能上市交易的任何证券交易所的适用法规的遵守。公司如果无法取得其认为对于合法地发行股份有必要的任何拥有权限的监管机构的批准，那么公司应免于承担不发行该等批准未能取得的那部分股份的责任。然而公司应利用其合理的努力取得所有该等批准。8.股东权利。参与者不得

21、拥有有关限制性股票单位的表决权、分红权或作为公司股东的任何其他权利。当参与者的限制性股票单位结算为股份（经公司或公司正式授权的代理方账簿中的适当账目证实）时，参与者将获得充分的表决权、分红权及作为公司股东的其他权利。 9.无补偿延期。无论是计划还是本协议都没有根据1986年国内税收法典（及修订本）（以下简称“法典”）第409A节规定选择性补偿延期。尽管在此问题上，当事各方均有这种意图，但是如果参与者终止服务时，该参与者被确定为法典第409A节所定义的“特定雇员”，该参与者依据限制性股票单位所获得的或即将获得的一笔或多笔款项或福利将构成法典第409A节项下的延期补偿，则限制性股票单位项下的任何付款或福利将不会支付，直至下列日期中的最早日期：(A) 参与者因任何除死亡或“残疾”（该等术语见法典第409A(a)(2)节所述）以外的原因“终止服务”之后六(6)个月，(B) 参与者死亡或“残疾”（该等术语见法典第409A(a)(2)(C)