Common use of Deferred Shares Clause in Contracts

Deferred Shares. The Compensation Committee will award to the Executive 200,000 Deferred Shares (as such term is defined in the Incentive Equity Plan) of common stock of the Company, par value $.001 per share (“Common Stock”), (the “Deferred Shares Award”) in three (3) tranches as follows: 70,000 Deferred Shares as of the Effective Date (the “Tranche 1 Shares”), 65,000 Deferred Shares as of the date of a Compensation Committee meeting in February 2005 (the “Tranche 2 Shares”) and 65,000 Deferred Shares as of the date of a Compensation Committee meeting in February 2006 (the “Tranche 3 Shares”). Subject to the terms and conditions of the Deferred Shares Award agreement evidencing each such Tranche, the Deferred Shares Award shall vest and become nonforfeitable pursuant to the following schedule: one-third (1/3) of the Tranche 1 Shares shall vest and become nonforfeitable on each of the first three (3) anniversaries of the Effective Date, one-half (1/2) of the Tranche 2 Shares shall vest and become nonforfeitable on each of the second and third anniversaries of the Effective Date, and all of the Tranche 3 Shares shall vest and become nonforfeitable on the third anniversary of the Effective Date; provided, however, that in the event of a Change of Control (as defined in the Incentive Equity Plan) of the Company, to the extent not awarded, the remaining tranches of the Deferred Shares Award shall be awarded effective immediately prior to the Change of Control and any unvested portions of each tranche of the Deferred Shares Award shall immediately vest and become nonforfeitable upon the Change of Control.

Deferred Shares. The Compensation Committee will award to the Executive 200,000 60,000 Deferred Shares (as such term is defined in the Incentive Equity Plan) of common stock of the Company, par value $.001 per share (“Common Stock”), (the “Deferred Shares Award”) in three (3) tranches as follows: 70,000 20,000 Deferred Shares as of the Effective Date (the “Tranche 1 Shares”), 65,000 Deferred Shares as of the date of a Compensation Committee meeting in February 2005 (the “Tranche 2 Shares”) and 65,000 20,000 Deferred Shares as of the date of a Compensation Committee meeting in February 2006 (the “Tranche 3 2 Shares”). Subject ) and 20,000 Deferred Shares as of the date of a Compensation Committee meeting in February 2007 (the “Tranche 3 Shares”).Subject to the terms and conditions of the Deferred Shares Award agreement evidencing each such Tranche, the Deferred Shares Award shall vest and become nonforfeitable pursuant to the following schedule: one-third (1/3) of the Tranche 1 Shares shall vest and become nonforfeitable on each of the first three (3) anniversaries of the Effective Date, one-half (1/2) of the Tranche 2 Shares shall vest and become nonforfeitable on each of the second and third anniversaries of the Effective Date, and all of the Tranche 3 Shares shall vest and become nonforfeitable on the third anniversary of the Effective Date; provided, however, that in the event of a Change of Control (as defined in the Incentive Equity Plan) of the Company, to the extent not awarded, the remaining tranches of the Deferred Shares Award shall be awarded effective immediately prior to the Change of Control and any unvested portions of each tranche of the Deferred Shares Award shall immediately vest and become nonforfeitable upon the Change of Control.

Deferred Shares. The Compensation Committee will award to the Executive 200,000 75,000 Deferred Shares (as such term is defined in the Incentive Equity Plan) of common stock of the Company, par value $.001 per share (“Common Stock”), (the “Deferred Shares Award”) in three (3) tranches as follows: 70,000 25,000 Deferred Shares as of the Effective Date (the “Tranche 1 Shares”), 65,000 25,000 Deferred Shares as of the date of a Compensation Committee meeting in February 2005 (the “Tranche 2 Shares”) and 65,000 25,000 Deferred Shares as of the date of a Compensation Committee meeting in February 2006 (the “Tranche 3 Shares”). Subject to the terms and conditions of the Deferred Shares Award agreement evidencing each such Tranche, the Deferred Shares Award shall vest and become nonforfeitable pursuant to the following schedule: one-third (1/3) of the Tranche 1 Shares shall vest and become nonforfeitable on each of the first three (3) anniversaries of the Effective Date, one-half (1/2) of the Tranche 2 Shares shall vest and become nonforfeitable on each of the second and third anniversaries of the Effective Date, and all of the Tranche 3 Shares shall vest and become nonforfeitable on the third anniversary of the Effective Date; provided, however, that in the event of a Change of Control (as defined in the Incentive Equity Plan) of the Company, to the extent not awarded, the remaining tranches of the Deferred Shares Award shall be awarded effective immediately prior to the Change of Control and any unvested portions of each tranche of the Deferred Shares Award shall immediately vest and become nonforfeitable upon the Change of Control.

Deferred Shares. The Compensation Committee will award to the Executive 200,000 60,000 Deferred Shares (as such term is defined in the Incentive Equity Plan) of common stock of the Company, par value $.001 per share (“Common Stock”), (the “Deferred Shares Award”) in three (3) tranches as follows: 70,000 20,000 Deferred Shares as of the Effective Date (the “Tranche 1 Shares”), 65,000 20,000 Deferred Shares as of the date of a Compensation Committee meeting in February 2005 (the “Tranche 2 Shares”) and 65,000 20,000 Deferred Shares as of the date of a Compensation Committee meeting in February 2006 (the “Tranche 3 Shares”). Subject to the terms and conditions of the Deferred Shares Award agreement evidencing each such Tranche, the Deferred Shares Award shall vest and become nonforfeitable pursuant to the following schedule: one-third (1/3) of the Tranche 1 Shares shall vest and become nonforfeitable on each of the first three (3) anniversaries of the Effective Date, one-half (1/2) of the Tranche 2 Shares shall vest and become nonforfeitable on each of the second and third anniversaries of the Effective Date, and all of the Tranche 3 Shares shall vest and become nonforfeitable on the third anniversary of the Effective Date; provided, however, that in the event of a Change of Control (as defined in the Incentive Equity Plan) of the Company, to the extent not awarded, the remaining tranches of the Deferred Shares Award shall be awarded effective immediately prior to the Change of Control and any unvested portions of each tranche of the Deferred Shares Award shall immediately vest and become nonforfeitable upon the Change of Control.

Deferred Shares. The Compensation Committee will award to the Executive 200,000 90,000 Deferred Shares (as such term is defined in the Incentive Equity Plan) of common stock of the Company, par value $.001 per share (“Common Stock”), (the “Deferred Shares Award”) in three (3) tranches as follows: 70,000 30,000 Deferred Shares as of the Effective Date (the “Tranche 1 Shares”), 65,000 30,000 Deferred Shares as of the date of a Compensation Committee meeting in February 2005 (the “Tranche 2 Shares”) and 65,000 30,000 Deferred Shares as of the date of a Compensation Committee meeting in February 2006 (the “Tranche 3 Shares”). Subject to the terms and conditions of the Deferred Shares Award agreement evidencing each such Tranche, the Deferred Shares Award shall vest and become nonforfeitable pursuant to the following schedule: one-third (1/3) of the Tranche 1 Shares shall vest and become nonforfeitable on each of the first three (3) anniversaries of the Effective Date, one-half (1/2) of the Tranche 2 Shares shall vest and become nonforfeitable on each of the second and third anniversaries of the Effective Date, and all of the Tranche 3 Shares shall vest and become nonforfeitable on the third anniversary of the Effective Date; provided, however, that in the event of a Change of Control (as defined in the Incentive Equity Plan) of the Company, to the extent not awarded, the remaining tranches of the Deferred Shares Award shall be awarded effective immediately prior to the Change of Control and any unvested portions of each tranche of the Deferred Shares Award shall immediately vest and become nonforfeitable upon the Change of Control.