Common use of 2004 Stock Incentive Plan Restricted Stock Awards Clause in Contracts

2004 Stock Incentive Plan Restricted Stock Awards. The Stock Incentive Plan provides for the issuance of shares of Company common stock as restricted common stock ("Restricted Stock Grants") to the extent that such shares of common stock are available thereunder. Restricted Stock Grants awarded to the Executive shall be subject to forfeiture restrictions that will terminate with respect to 1/3 of the awarded shares on the first, second and third anniversaries of the date of the issuance; provided, however, that with respect to the Initial Restricted Stock Grant (as defined below), 33.3% of such shares will be fully vested and unrestricted upon issuance and the forfeiture restrictions with respect to the remaining 66.7% of such shares will terminate with respect to 22.3% of the awarded shares on the first anniversary of the date of issuance, 22.2% of the awarded shares on the second anniversary of the date of issuance and 22.2% of the awarded shares on the third anniversary of the date of issuance. Upon completion of the Company's initial public offering of its common stock (the "IPO"), the Company shall grant to the Executive a Restricted Stock Grant of 94,860 shares of Company common stock (the "Initial Restricted Stock Grant"). In the event the underwriters in the IPO exercise their over-allotment option, the Company shall promptly increase the number of shares of Company common stock granted to the Executive in the Initial Restricted Stock Grant by a percentage equal to the percentage of over-allotment option shares issued relative to the number of initial shares issued in the IPO, e.g. if the underwriters exercise their full 15% over-allotment option, the Company will increase the Initial Restricted Stock Grant by 14,229 shares, or 15%, and there additional shares of common stock will be deemed to be part of the Initial Restricted Stock Grant. Notwithstanding the foregoing, the Executive will be 100% vested and all restrictions on each outstanding Restricted Stock Grant will lapse upon (i) a Change in Control (as defined herein), (ii) a termination by the Company without Cause (as defined herein), (iii) a termination by the Executive for Good Reason (as defined herein), (iv) the Executive's death, (v) the Disability (as defined below) of the Executive, or (vi) the Company's failure to renew this Agreement, and that the Executive will forfeit all shares with respect to which the forfeiture restrictions have not terminated if he is terminated for Cause or he terminates for other than Good Reason. The common stock issued as Restricted Stock Grants will have voting and dividend rights. For purposes of this Agreement:

2004 Stock Incentive Plan Restricted Stock Awards. The Stock Incentive Plan provides for the issuance of shares of Company common stock as restricted common stock ("Restricted Stock Grants") to the extent that such shares of common stock are available thereunder. Restricted Stock Grants awarded to the Executive shall be subject to forfeiture restrictions that will terminate with respect to 1/3 of the awarded shares on the first, second and third anniversaries of the date of the issuance; provided, however, that with respect to the Initial Restricted Stock Grant (as defined below), 33.3% of such shares will be fully vested and unrestricted upon issuance and the forfeiture restrictions with respect to the remaining 66.7% of such shares will terminate with respect to 22.3% of the awarded shares on the first anniversary of the date of issuance, 22.2% of the awarded shares on the second anniversary of the date of issuance and 22.2% of the awarded shares on the third anniversary of the date of issuance. Upon completion of the Company's initial public offering of its common stock (the "IPO"), the Company shall grant to the Executive a Restricted Stock Grant of 94,860 73,054 shares of Company common stock (the "Initial Restricted Stock Grant"). In the event the underwriters in the IPO exercise their over-allotment option, the Company shall promptly increase the number of shares of Company common stock granted to the Executive in the Initial Restricted Stock Grant by a percentage equal to the percentage of over-allotment option shares issued relative to the number of initial shares issued in the IPO, e.g. if the underwriters exercise their full 15% over-allotment option, the Company will increase the Initial Restricted Stock Grant by 14,229 10,958 shares, or 15%, and there additional shares of common stock will be deemed to be part of the Initial Restricted Stock Grant. Notwithstanding the foregoing, the Executive will be 100% vested and all restrictions on each outstanding Restricted Stock Grant will lapse upon (i) a Change in Control (as defined herein), (ii) a termination by the Company without Cause (as defined herein), (iii) a termination by the Executive for Good Reason (as defined herein), (iv) the Executive's death, (v) the Disability (as defined below) of the Executive, or (vi) the Company's failure to renew this Agreement, and that the Executive will forfeit all shares with respect to which the forfeiture restrictions have not terminated if he is terminated for Cause or he terminates for other than Good Reason. The common stock issued as Restricted Stock Grants will have voting and dividend rights. For purposes of this Agreement:

2004 Stock Incentive Plan Restricted Stock Awards. The Stock Incentive Plan provides for the issuance of shares of Company common stock as restricted common stock ("Restricted Stock Grants") to the extent that such shares of common stock are available thereunder. Restricted Stock Grants awarded to the Executive shall be subject to forfeiture restrictions that will terminate with respect to 1/3 of the awarded shares on the first, second and third anniversaries of the date of the issuance; provided, however, that with respect to the Initial Restricted Stock Grant (as defined below), 33.3% of such shares will be fully vested and unrestricted upon issuance and the forfeiture restrictions with respect to the remaining 66.7% of such shares will terminate with respect to 22.3% of the awarded shares on the first anniversary of the date of issuance, 22.2% of the awarded shares on the second anniversary of the date of issuance and 22.2% of the awarded shares on the third anniversary of the date of issuance. Upon completion of the Company's initial public offering of its common stock (the "IPO"), the Company shall grant to the Executive a Restricted Stock Grant of 94,860 shares of Company common stock (the "Initial Restricted Stock Grant"). In the event the underwriters in the IPO exercise their over-allotment option, the Company shall promptly increase the number of shares of Company common stock granted to the Executive in the Initial Restricted Stock Grant by a percentage equal to the percentage of over-allotment option shares issued relative to the number of initial shares issued in the IPO, e.g. if the underwriters exercise their full 15% over-allotment option, the Company will increase the Initial Restricted Stock Grant by 14,229 shares, or 15%, and there additional shares of common stock will be deemed to be part of the Initial Restricted Stock Grant. Notwithstanding the foregoing, the Executive will be 100% vested and all restrictions on each outstanding Restricted Stock Grant will lapse upon (i) a Change in Control (as defined herein), (ii) a termination by the Company without Cause (as defined herein), (iii) a termination by the Executive for Good Reason (as defined herein), (iv) the Executive's death, (v) the Disability (as defined below) of the Executive, or (vi) the Company's failure to renew this Agreement, and that the Executive will forfeit all shares with respect to which the forfeiture restrictions have not terminated if he is terminated for Cause or he terminates for other than Good Reason. The common stock issued as Restricted Stock Grants will have voting and dividend rights. For purposes of this Agreement:than

2004 Stock Incentive Plan Restricted Stock Awards. The Stock Incentive Plan provides for the issuance of shares of Company common stock as restricted common stock ("Restricted Stock Grants") to the extent that such shares of common stock are available thereunder. Restricted Stock Grants awarded to the Executive shall be subject to forfeiture restrictions that will terminate with respect to 1/3 of the awarded shares on the first, second and third anniversaries of the date of the issuance; provided, however, that with respect to the Initial Restricted Stock Grant (as defined below), 33.3% of such shares will be fully vested and unrestricted upon issuance and the forfeiture restrictions with respect to the remaining 66.7% of such shares will terminate with respect to 22.3% of the awarded shares on the first anniversary of the date of issuance, 22.2% of the awarded shares on the second anniversary of the date of issuance and 22.2% of the awarded shares on the third anniversary of the date of issuance. Upon completion of the Company's initial public offering of its common stock (the "IPO"), the Company shall grant to the Executive a Restricted Stock Grant of 94,860 29,205 shares of Company common stock (the "Initial Restricted Stock Grant"). In the event the underwriters in the IPO exercise their over-allotment option, the Company shall promptly increase the number of shares of Company common stock granted to the Executive in the Initial Restricted Stock Grant by a percentage equal to the percentage of over-allotment option shares issued relative to the number of initial shares issued in the IPO, e.g. if the underwriters exercise their full 15% over-allotment option, the Company will increase the Initial Restricted Stock Grant by 14,229 4,381 shares, or 15%, and there additional shares of common stock will be deemed to be part of the Initial Restricted Stock Grant. Notwithstanding the foregoing, the Executive will be 100% vested and all restrictions on each outstanding Restricted Stock Grant will lapse upon (i) a Change in Control (as defined herein), (ii) a termination by the Company without Cause (as defined herein), (iii) a termination by the Executive for Good Reason (as defined herein), (iv) the Executive's death, (v) the Disability (as defined below) of the Executive, or (vi) the Company's failure to renew this Agreement, and that the Executive will forfeit all shares with respect to which the forfeiture restrictions have not terminated if he is terminated for Cause or he terminates for other than Good Reason. The common stock issued as Restricted Stock Grants will have voting and dividend rights. For purposes of this Agreement:Stock

2004 Stock Incentive Plan Restricted Stock Awards. The Stock Incentive Plan provides for the issuance of shares of Company common stock as restricted common stock ("Restricted Stock Grants") to the extent that such shares of common stock are available thereunder. Restricted Stock Grants awarded to the Executive shall be subject to forfeiture restrictions that will terminate with respect to 1/3 of the awarded shares on the first, second and third anniversaries of the date of the issuance; provided, however, that with respect to the Initial Restricted Stock Grant (as defined below), 33.3% of such shares will be fully vested and unrestricted upon issuance and the forfeiture restrictions with respect to the remaining 66.7% of such shares will terminate with respect to 22.3% of the awarded shares on the first anniversary of the date of issuance, 22.2% of the awarded shares on the second anniversary of the date of issuance and 22.2% of the awarded shares on the third anniversary of the date of issuance. Upon completion of the Company's initial public offering of its common stock (the "IPO"), the Company shall grant to the Executive a Restricted Stock Grant of 94,860 31,309 shares of Company common stock (the "Initial Restricted Stock Grant"). In the event the underwriters in the IPO exercise their over-allotment option, the Company shall promptly increase the number of shares of Company common stock granted to the Executive in the Initial Restricted Stock Grant by a percentage equal to the percentage of over-allotment option shares issued relative to the number of initial shares issued in the IPO, e.g. if the underwriters exercise their full 15% over-allotment option, the Company will increase the Initial Restricted Stock Grant by 14,229 4,696 shares, or 15%, and there additional shares of common stock will be deemed to be part of the Initial Restricted Stock Grant. Notwithstanding the foregoing, the Executive will be 100% vested and all restrictions on each outstanding Restricted Stock Grant will lapse upon (i) a Change in Control (as defined herein), (ii) a termination by the Company without Cause (as defined herein), (iii) a termination by the Executive for Good Reason (as defined herein), (iv) the Executive's death, (v) the Disability (as defined below) of the Executive, or (vi) the Company's failure to renew this Agreement, and that the Executive will forfeit all shares with respect to which the forfeiture restrictions have not terminated if he is terminated for Cause or he terminates for other than Good Reason. The common stock issued as Restricted Stock Grants will have voting and dividend rights. For purposes of this Agreement:

2004 Stock Incentive Plan Restricted Stock Awards. The Stock Incentive Plan provides for the issuance of shares of Company common stock as restricted common stock ("Restricted Stock Grants") to the extent that such shares of common stock are available thereunder. Restricted Stock Grants awarded to the Executive shall be subject to forfeiture restrictions that will terminate with respect to 1/3 of the awarded shares on the first, second and third anniversaries of the date of the issuance; provided, however, that with respect to the Initial Restricted Stock Grant (as defined below), 33.3% of such shares will be fully vested and unrestricted upon issuance and the forfeiture restrictions with respect to the remaining 66.7% of such shares will terminate with respect to 22.3% of the awarded shares on the first anniversary of the date of issuance, 22.2% of the awarded shares on the second anniversary of the date of issuance and 22.2% of the awarded shares on the third anniversary of the date of issuance. Upon completion of the Company's initial public offering of its common stock (the "IPO"), the Company shall grant to the Executive a Restricted Stock Grant of 94,860 73,837 shares of Company common stock (the "Initial Restricted Stock Grant"). In the event the underwriters in the IPO exercise their over-allotment option, the Company shall promptly increase the number of shares of Company common stock granted to the Executive in the Initial Restricted Stock Grant by a percentage equal to the percentage of over-allotment option shares issued relative to the number of initial shares issued in the IPO, e.g. if the underwriters exercise their full 15% over-allotment option, the Company will increase the Initial Restricted Stock Grant by 14,229 11,076 shares, or 15%, and there additional shares of common stock will be deemed to be part of the Initial Restricted Stock Grant. Notwithstanding the foregoing, the Executive will be 100% vested and all restrictions on each outstanding Restricted Stock Grant will lapse upon (i) a Change in Control (as defined herein), (ii) a termination by the Company without Cause (as defined herein), (iii) a termination by the Executive for Good Reason (as defined herein), (iv) the Executive's death, (v) the Disability (as defined below) of the Executive, or (vi) the Company's failure to renew this Agreement, and that the Executive will forfeit all shares with respect to which the forfeiture restrictions have not terminated if he is terminated for Cause or he terminates for other than Good Reason. The common stock issued as Restricted Stock Grants will have voting and dividend rights. For purposes of this Agreement: