Common use of Forfeiture Risk Clause in Contracts

Forfeiture Risk. If the undersigned ceases to be employed by the Company and its subsidiaries any then outstanding and unvested Shares acquired by the undersigned hereunder shall be automatically and immediately forfeited; provided, however, that if the undersigned ceases to be employed by the Company due to the undersigned’s death or disability, fifty percent (50%) of the Shares granted under this Award that are not then already vested shall vest; and further provided that if the undersigned ceases to be employed by the Company by reason of the Company’s election not to renew the undersigned’s employment agreement with the Company dated June 12, 2006 (the “Employment Agreement”) and at the time the Company elects not to renew such Employment Agreement there exists no Cause for the termination of the undersigned, one hundred percent (100%) of the Shares granted under this Award that are not then already vested shall vest. For purposes of the preceding sentence, Cause shall be as defined in the Employment Agreement. The undersigned hereby (i) appoints the Company as the attorney-in-fact of the undersigned to take such actions as may be necessary or appropriate to effectuate a transfer of the record ownership of any such shares that are unvested and forfeited hereunder, (ii) agrees to deliver to the Company, as a precondition to the issuance of any certificate or certificates with respect to unvested Shares hereunder, one or more stock powers, endorsed in blank, with respect to such Shares, and (iii) agrees to sign such other powers and take such other actions as the Company may reasonably request to accomplish the transfer or forfeiture of any unvested Shares that are forfeited hereunder.

Forfeiture Risk. If the undersigned ceases to be employed by the Company and its subsidiaries any then outstanding and unvested Shares acquired by the undersigned hereunder shall be automatically and immediately forfeited; provided, however, that if the undersigned ceases to be employed by the Company due to the undersigned’s death or disability, fifty percent (50%) of the Shares granted under this Award Agreement that are not then already vested shall vest; and further provided that if the undersigned ceases to be employed by the Company by reason of the Company’s election not to renew the undersigned’s employment agreement with the Company dated June 12August 6, 2006 2007 (the “Employment Agreement”) and at the time the Company elects not to renew such Employment Agreement there exists no Cause for the termination of the undersigned, one hundred percent (100%) of the Shares granted under this Award that are not then already vested shall vest. For purposes of the preceding sentence, Cause shall be as defined in the Employment Agreement. The undersigned hereby (i) appoints the Company as the attorney-in-fact of the undersigned to take such actions as may be necessary or appropriate to effectuate a transfer of the record ownership of any such shares that are unvested and forfeited hereunder, (ii) agrees to deliver to the Company, as a precondition to the issuance of any certificate or certificates with respect to unvested Shares hereunder, one or more stock powers, endorsed in blank, with respect to such Shares, and (iii) agrees to sign such other powers and take such other actions as the Company may reasonably request to accomplish the transfer or forfeiture of any unvested Shares that are forfeited hereunder.

Forfeiture Risk. If the undersigned Grantee ceases to be employed by the Company and its subsidiaries for any reason, including death, then (subject to any contrary provision of this Agreement or any other written agreement between the Company and the Grantee with respect to vesting and termination of Shares granted under the Plan) any and all outstanding and unvested Shares acquired by the undersigned Grantee hereunder shall be automatically and immediately forfeited; provided. Upon a Change of Control, however, that if the undersigned ceases to be employed by the Company due Tranche 2 Shares and Tranche 3 Shares will vest to the undersigned’s death extent provided in Section 6 below. Any and all outstanding Tranche 2 Shares and Tranche 3 Shares that have not previously vested and do not vest as a result of a Change of Control shall be automatically and immediately forfeited following such Change of Control. Any and all outstanding Tranche 2 Shares that have not previously vested and do not vest on or disabilityprior to August 31, fifty percent (50%) of 2010 shall be automatically forfeited following the Shares granted under this Award that are not then already vested shall vest; and further provided that if the undersigned ceases to be employed by the Company by reason determination of the Company’s election not to renew the undersigned’s employment agreement with the Company dated June 12, 2006 (the “Employment Agreement”) and at the time the Company elects not to renew such Employment Agreement there exists no Cause Adjusted EBITDA for the termination of the undersigned, one hundred percent (100%) of the Shares granted under this Award that are not year then already vested shall vest. For purposes of the preceding sentence, Cause shall be as defined in the Employment Agreementended. The undersigned Grantee hereby (i) appoints the Company as the attorney-in-fact of the undersigned Grantee to take such actions as may be necessary or appropriate to effectuate a transfer of the record ownership of any such shares that are unvested and forfeited hereunder, (ii) agrees to deliver to the Company, as a precondition to the issuance of any certificate or certificates with respect to unvested Shares hereunder, one or more stock powers, endorsed in blank, with respect to such Shares, and (iii) agrees to sign such other powers and take such other actions as the Company may reasonably request to accomplish the transfer or forfeiture of any unvested Shares that are forfeited hereunder.

Forfeiture Risk. If the undersigned ceases to be employed by Grantee’s Employment with the Company and its subsidiaries ceases for any reason, including death, then (subject to any contrary provision of this Agreement or any other written agreement between the Company and the Grantee with respect to vesting and termination of Shares granted under the Plan) any and all outstanding and unvested Shares acquired by the undersigned Grantee hereunder shall be automatically and immediately forfeited; provided. In addition, howeverupon an Exit Event, any and all outstanding Tranche 2 Shares and Tranche 3 Shares that if the undersigned ceases to be employed by the Company due to the undersigned’s death or disability, fifty percent (50%) have not previously vested and do not vest as a result of the Shares granted under this Award that are not then already vested shall vest; and further provided that if the undersigned ceases to be employed by the Company by reason of the Company’s election not to renew the undersigned’s employment agreement with the Company dated June 12, 2006 (the “Employment Agreement”) and at the time the Company elects not to renew such Employment Agreement there exists no Cause for the termination of the undersigned, one hundred percent (100%) of the Shares granted under this Award that are not then already vested shall vest. For purposes of the preceding sentence, Cause Exit Event shall be automatically and immediately forfeited following such Exit Event, all as defined provided for in the Employment Section 6 of this Agreement. The undersigned Grantee hereby (i) appoints the Company as the attorney-in-fact of the undersigned Grantee to take such actions as may be necessary or appropriate to effectuate a transfer of the record ownership of any such shares that are unvested and forfeited hereunder, (ii) agrees to deliver to the Company, as a precondition to the issuance of any certificate or certificates with respect to unvested Shares hereunder, one or more stock powers, endorsed in blank, with respect to such Shares, and (iii) agrees to sign such other powers and take such other actions as the Company may reasonably request to accomplish the transfer or forfeiture of any unvested Shares that are forfeited hereunder.