Common use of 2002 EQUITY INCENTIVE PLAN RESTRICTED SHARE AWARDS Clause in Contracts

2002 EQUITY INCENTIVE PLAN RESTRICTED SHARE AWARDS. The Equity Incentive Plan provides for the issuance of Common Shares as restricted Common Shares ("Restricted Share Grants") to the extent that such Common Shares are available thereunder. The Executive shall be eligible to receive Restricted Share Grants as recommended by the Chief Executive Officer, subject to Compensation Committee review and approval. Awards of Restricted Share Grants shall be on the following terms: vesting at the rate of 33.33% of the underlying Common Shares on the one-year anniversary of the effective date of the grant of Common Shares as Restricted Share Grants and 8.33% of the underlying Common Shares on the last day of each fiscal quarter thereafter until fully vested; provided, however, that the Executive will be 100% vested and all restrictions will lapse upon (i) a Change in Control (as defined herein), (ii) a termination by the Company without Cause (as defined herein), (iii) his death, (iv) his becoming Permanently Disabled (as defined herein), or (v) the Company's failure to renew this Agreement. Executive will forfeit all unvested Restricted Share Grants if he is terminated for Cause and will forfeit all unvested Restricted Share Grants if he voluntarily terminates his employment with the Company for any reason. The Common Shares issued as Restricted Share Grants will have voting and dividend rights, and, following the restriction period, shall be registered and fully transferable by the Executive.

2002 EQUITY INCENTIVE PLAN RESTRICTED SHARE AWARDS. The Equity Incentive Plan provides for the issuance of Common Shares as restricted Common Shares ("Restricted Share Grants") to the extent that such Common Shares are available thereunder. The Executive shall be eligible to receive Restricted Share Grants as recommended by the Chief Executive Officer, subject to Compensation Committee review and approval. Awards of Restricted Share Grants shall be on the following terms: vesting at the rate of 33.33% of the underlying Common Shares on the one-year anniversary of the effective date of the grant of Common Shares as Restricted Share Grants and 8.33% of the underlying Common Shares on the last day of each fiscal quarter thereafter until fully vested; provided, however, that the Executive will be 100% vested and all restrictions will lapse upon (i) a Change in Control (as defined herein), (ii) a termination by the Company without Cause (as defined herein), (iii) his death, (iv) his becoming Permanently Disabled (as defined herein), or (v) the Company's failure to renew this Agreement. Executive will forfeit all vested and unvested Restricted Share Grants if he is terminated for Cause and will forfeit all unvested Restricted Share Grants if he voluntarily terminates his employment with the Company for any reason. The Common Shares issued as Restricted Share Grants will have voting and dividend rights, and, following the restriction period, shall be registered and fully transferable by the Executive.

2002 EQUITY INCENTIVE PLAN RESTRICTED SHARE AWARDS. The Equity Incentive Plan provides for the issuance of Common Shares as restricted Common Shares ("Restricted Share Grants") to the extent that such Common Shares are available thereunder. The Executive shall be eligible to receive Restricted Share Grants as recommended by the Chief Executive Officer, subject to Compensation Committee review and approval. Awards of Restricted Share Grants shall be on the following terms: vesting at the rate of 33.33% of the underlying Common Shares on the one-year anniversary of the effective date of the grant of Common Shares as Restricted Share Grants and 8.33% of the underlying Common Shares on the last day of each fiscal quarter thereafter until fully vested; provided, however, that the Executive will be 100% vested and all restrictions will lapse upon (i) a Change in Control (as defined herein), (ii) a termination by the Company without Cause (as defined herein), (iii) his her death, (iv) his her becoming Permanently Disabled (as defined herein), or (v) the Company's failure to renew this Agreement. Executive will forfeit all unvested Restricted Share Grants if he she is terminated for Cause and will forfeit all unvested Restricted Share Grants if he she voluntarily terminates his her employment with the Company for any reason. The Common Shares issued as Restricted Share Grants will have voting and dividend rights, and, following the restriction period, shall be registered and fully transferable by the Executive.

2002 EQUITY INCENTIVE PLAN RESTRICTED SHARE AWARDS. The Equity Incentive Plan provides for the issuance of Common Shares as restricted Common Shares ("Restricted Share Grants") to the extent that such Common Shares are available thereunder. The Executive shall be eligible to receive Restricted Share Grants as recommended by the Chief Executive Officer, subject to Compensation Committee review and approval. Awards of Restricted Share Grants shall be on the following terms: vesting at the rate of 33.33% of the underlying Common Shares on the one-year anniversary of the effective date of the grant of Common Shares as Restricted Share Grants and 8.33% of the underlying Common Shares on the last day of each fiscal quarter thereafter until fully vested; provided, however, that the Executive will be 100% vested and all restrictions will lapse upon (i) a Change in Control (as defined herein), (ii) a termination by the Company without Cause (as defined herein), (iii) his deatha termination by the Executive for Good Reason (as defined herein), (iv) his her death, (v) her becoming Permanently Disabled (as defined herein), or (vvi) the Company's failure to renew this Agreement. The Executive will forfeit all unvested Restricted Share Grants if he she is terminated for Cause and will forfeit all unvested Restricted Share Grants if he she voluntarily terminates his her employment with the Company for any reasonother than Good Reason. The Common Shares issued as Restricted Share Grants will have voting and dividend rights, and, following the restriction period, shall be registered and fully transferable by the Executive.

2002 EQUITY INCENTIVE PLAN RESTRICTED SHARE AWARDS. The Company agrees that it will reserve under the Equity Incentive Plan provides for the issuance of 1,500,000 Common Shares for issuance as restricted Common Shares ("Restricted Share Grants") to ), as described in the extent that such Common Shares are available thereunderOffering Memorandum of the Company dated September 4, 2002. The Executive shall be eligible to receive Restricted Share Grants as recommended determined by the Chief Executive OfficerPresident, subject to Compensation Committee review and approval. Awards of Restricted Share Grants shall be on the following terms: vesting at the rate of 33.3325% of the underlying Common Shares on the one-year anniversary of the effective date of the grant of Common Shares as Restricted Share Grants award and 8.336.25% of the underlying Common Shares on the last day of each fiscal quarter thereafter until fully vested; provided, however, that the Executive will be 100% vested and all restrictions will lapse upon (i) a Change in Control (as defined herein), (ii) a termination by the Company without Cause (as defined herein), (iii) his death, (iv) his becoming Permanently Disabled (as defined herein), or (v) subject to Compensation Committee approval, the Company's failure to renew this Agreement. Executive will forfeit all vested and unvested Restricted Share Grants if he is terminated for Cause and will forfeit all unvested Restricted Share Grants if he voluntarily terminates his employment with the Company for any reason. The parties agree that the Equity Incentive Plan will provide that all restricted Common Shares issued as Restricted Share Grants will have voting and dividend rights, and, following the restriction period, shall be registered and fully transferable by the Executive.

2002 EQUITY INCENTIVE PLAN RESTRICTED SHARE AWARDS. The Equity Incentive Plan provides for the issuance of Common Shares as restricted Common Shares ("Restricted Share Grants") to the extent that such Common Shares are available thereunder. The Executive shall be eligible to receive Restricted Share Grants as recommended by the Chief Executive Officer, subject to Compensation Committee review and approval. Awards of Restricted Share Grants shall be on the following terms: vesting at the rate of 33.33% of the underlying Common Shares on the one-year anniversary of the effective date of the grant of Common Shares as Restricted Share Grants and 8.33% of the underlying Common Shares on the last day of each fiscal quarter thereafter until fully vested; provided, however, that the Executive will be 100% vested and all restrictions will lapse upon (i) a Change in Control (as defined herein), (ii) a termination by the Company without Cause (as defined herein), (iii) his her death, (iv) his her becoming Permanently Disabled (as defined herein), or (v) the Company's failure to renew this Agreement. Executive will forfeit all vested and unvested Restricted Share Grants if he she is terminated for Cause and will forfeit all unvested Restricted Share Grants if he she voluntarily terminates his her employment with the Company for any reason. The Common Shares issued as Restricted Share Grants will have voting and dividend rights, and, following the restriction period, shall be registered and fully transferable by the Executive.

2002 EQUITY INCENTIVE PLAN RESTRICTED SHARE AWARDS. The Equity Incentive Plan provides for the issuance of Common Shares as restricted Common Shares ("Restricted Share Grants") to the extent that such Common Shares are available thereunder. The Executive shall be eligible to receive Restricted Share Grants as recommended by the Chief Executive Officer, subject to Compensation Committee review and approval. Awards of Restricted Share Grants shall be on the following terms: vesting at the rate of 33.33% of the underlying Common Shares on the one-year anniversary of the effective date of the grant of Common Shares as Restricted Share Grants and 8.33% of the underlying Common Shares on the last day of each fiscal quarter thereafter until fully vested; provided, however, that the Executive will be 100% vested and all restrictions will lapse upon (i) a Change in Control (as defined herein), (ii) a termination by the Company without Cause (as defined herein), (iii) his deatha termination by the Executive for Good Reason (as defined herein), (iv) his her death, (v) her becoming Permanently Disabled (as defined herein), or (vvi) the Company's failure to renew this Agreement. Executive will forfeit all vested and unvested Restricted Share Grants if he she is terminated for Cause and will forfeit all unvested Restricted Share Grants if he she voluntarily terminates his her employment with the Company for any reasonother than Good Reason. The Common Shares issued as Restricted Share Grants will have voting and dividend rights, and, following the restriction period, shall be registered and fully transferable by the Executive.