Common use of INITIAL GRANT OF STOCK Clause in Contracts

INITIAL GRANT OF STOCK. As a further incentive to Contractor's performance under this Agreement, the company agrees to CONDITIONALLY grant to Contractor shares of common stock in the Company (the "COMMON STOCK") at seven different periods: (i) the first ("GRANT ONE") being upon the conclusion of a 90 day period following the Effective Date, (ii) the second ("GRANT TWO") being upon the conclusion of a 180 day period following the Effective Date, (iii) the third ("GRANT THREE") being upon the conclusion of a 210 day period following the Effective Date, (iv) the fourth ("GRANT FOUR") being upon conclusion of a 1 year period following the Effective Date and the fifth ("GRANT FIVE") being upon conclusion of a 2 year period following the Effective Date, the sixth ("GRANT SIX") being upon conclusion of a 3 year period following the Effective Date and the seventh the ("GRANT SEVEN") being upon conclusion of a 4 year period following the Effective Date (Grant One, Grant Two, Grant Three, Grant Four, Grant Five, Grant Six and Grant Seven may be referred to as "GRANT" or "GRANTS"). Each Grant shall be equivalent to a "STOCK PERCENTAGE" of the Company Equity (defined below) calculated as of the "FINAL DATE" associated with that Grant, as follows: --------------------------- ----------------------------- ---------------------- GRANT STOCK PERCENTAGE FINAL DATE --------------------------- ----------------------------- ---------------------- Grant One 2.0% April 1, 2004 --------------------------- ----------------------------- ---------------------- Grant Two .75% July 1, 2004 --------------------------- ----------------------------- ---------------------- Grant Three .75% October 1, 2004 --------------------------- ----------------------------- ---------------------- Grant Four .75% January 3, 2005 --------------------------- ----------------------------- ---------------------- Grant Five .75% January 2, 2006 --------------------------- ----------------------------- ---------------------- Grant Six .25% January 1, 2007 --------------------------- ----------------------------- ---------------------- Grant Seven .25% January 1, 2008 --------------------------- ----------------------------- ---------------------- The Grant will be earned based upon PERFORMANCE CRITERIA achieved by the Company as defined below. At any time after the Company has implemented an effective ESOP program the Contractor may opt to accept option grants in lieu of restricted Common Stock Grants of an equivalent value to the Common Stock Grant. The Contractor may do so at each individual Grant date. The number of shares of Common Stock reflected by the Stock Percentage ("Contractor's Shares") shall be calculated against all issued and outstanding capital stock or other equity or conversion right in the Company inclusive of warrants or options (in aggregate the "Company Equity"). With respect to any convertible stock of the Company, including without limitation preferred stock classes C and D, and any other conversion right, the calculation determining the number of Contractor's Shares shall be made as if each such conversion had taken place in accordance with the conversion rights associated with such security, (without regard to limitations on the number of shares that may be converted in a single instance or in a defined period), on the Final Date ("Imputed Conversion"). The price of the Common Stock to be used for calculating the Imputed Conversion shall be the average price of the Common Stock for the 10 business days prior to the Final Date reflected on the NASD/OTCBB Market or if the Common Stock is no longer listed on that market, the principal securities exchange or trading market on which the Common Stock is listed or traded, including the pink sheets. With respect to each Grant the final calculation of the total number of Contractor's Shares shall be made within fifteen days of the Final Date, in accordance with the following formula ("Formula"): Total # Contractor's Shares = applicable Stock Percentage x the Company Equity The Company Equity = total Common Shares outstanding including options and warrants as of the Final Date + number of Common Shares resulting from Imputed Conversion Each Grant is CONDITIONED upon the Company achieving its year-end performance objectives for revenue and profitability, based on a plan to be ratified by the Board of the Company during regularly scheduled meetings for each of the applicable years. For example, whether Grant One occurs will be measured against the plan set forth by the Board in the first quarter of year 2004 for year 2004. The subject shares issued via each share grant are non transferable and subject to forfeiture.

INITIAL GRANT OF STOCK. As a further incentive to Contractor's performance under this Agreement, the The company agrees to CONDITIONALLY grant to Contractor Employee shares of common stock in the Company (the "COMMON STOCK") at seven five different periods: (i) the first ("GRANT ONE") being upon the conclusion of a 90 day period following the Effective Date, (ii) the second ("GRANT TWO") being upon the conclusion of a 180 day period following the Effective Date, (iii) the third ("GRANT THREE") being upon the conclusion of a 210 day period following the Effective Date, (iv) the fourth ("GRANT FOUR") being upon conclusion of a 1 year period following the Effective Date and the fifth ("GRANT FIVE") being upon conclusion of a 2 year period following the Effective Date, the sixth ("GRANT SIX") being upon conclusion of a 3 year period following the Effective Date and the seventh the ("GRANT SEVEN") being upon conclusion of a 4 year period following the Effective Date (Grant One, Grant Two, Grant Three, Grant Four, Grant Five, Grant Six and Grant Seven Five may be referred to as "GRANT" or "GRANTS"). Each Grant shall be equivalent to a "STOCK PERCENTAGE" of the Company Equity (defined below) calculated as of the "FINAL DATE" associated with that Grant, as follows: --------------------------- ----------------------------- ---------------------- ------------------------------------ ---------------------------------- ---------------------------------- GRANT STOCK PERCENTAGE FINAL DATE --------------------------- ----------------------------- ---------------------- ------------------------------------ ---------------------------------- ---------------------------------- Grant One 2.0.5% April 1, 2004 --------------------------- ----------------------------- ---------------------- ------------------------------------ ---------------------------------- ---------------------------------- Grant Two .75.25% July 1, 2004 --------------------------- ----------------------------- ---------------------- ------------------------------------ ---------------------------------- ---------------------------------- Grant Three .75.25% October 1, 2004 --------------------------- ----------------------------- ---------------------- ------------------------------------ ---------------------------------- ---------------------------------- Grant Four .75.5% January 3, 2005 --------------------------- ----------------------------- ---------------------- ------------------------------------ ---------------------------------- ---------------------------------- Grant Five .75.5% January 2July 1, 2006 --------------------------- ----------------------------- ---------------------- Grant Six .25% January 1, 2007 --------------------------- ----------------------------- ---------------------- Grant Seven .25% January 1, 2008 --------------------------- ----------------------------- ---------------------- ------------------------------------ ---------------------------------- ---------------------------------- The Grant will be earned based upon PERFORMANCE CRITERIA achieved by the Company as defined below. At any time after the Company has implemented an effective ESOP program the Contractor Employee may opt to accept option grants in lieu of restricted Common Stock Grants of an equivalent value to the Common Stock Grant. The Contractor Employee may do so at each individual Grant date. The number of shares of Common Stock reflected by the Stock Percentage ("ContractorEmployee's Shares") shall be calculated against all issued and outstanding capital stock or other equity or conversion right in the Company inclusive of warrants or options (in aggregate the "Company Equity"). With respect to any convertible stock of the Company, including without limitation preferred stock classes C and D, and any other conversion right, the calculation determining the number of ContractorEmployee's Shares shall be made as if each such conversion had taken place in accordance with the conversion rights associated with such security, (without regard to limitations on the number of shares that may be converted in a single instance or in a defined period), on the Final Date ("Imputed Conversion"). The price of the Common Stock to be used for calculating the Imputed Conversion shall be the average price of the Common Stock for the 10 business days prior to the Final Date reflected on the NASD/OTCBB Market or if the Common Stock is no longer listed on that market, the principal securities exchange or trading market on which the Common Stock is listed or traded, including the pink sheets. With respect to each Grant the final calculation of the total number of ContractorEmployee's Shares shall be made within fifteen days of the Final Date, in accordance with the following formula ("Formula"): Total # ContractorEmployee's Shares = applicable Stock Percentage x the Company Equity The Company Equity = total Common Shares outstanding including options and warrants as of the Final Date + number of Common Shares resulting from Imputed Conversion Each Grant is CONDITIONED upon the Company achieving its year-end performance objectives for revenue and profitability, based on a plan to be ratified by the Board of the Company during regularly scheduled meetings for each of the applicable years. For example, whether Grant One occurs will be measured against the plan set forth by the Board in the first quarter of year 2004 for year 2004. The subject shares issued via each share grant are non transferable and subject to forfeiture.

INITIAL GRANT OF STOCK. As a further incentive to Contractor's performance under this Agreement, the The company agrees to CONDITIONALLY grant to Contractor Employee shares of common stock in the Company (the "COMMON STOCK") at seven different periods: (i) the first ("GRANT ONE") being upon the conclusion of a 90 day period following the Effective Date, (ii) the second ("GRANT TWO") being upon the conclusion of a 180 day period following the Effective Date, (iii) the third ("GRANT THREE") being upon the conclusion of a 210 day period following the Effective Date, (iv) the fourth ("GRANT FOUR") being upon conclusion of a 1 year period following the Effective Date and , the fifth ("GRANT FIVE") being upon conclusion of a 2 year period following the Effective Date, the sixth ("GRANT SIX") being upon conclusion of a 3 year period following the Effective Date and the seventh the ("GRANT SEVEN") being upon conclusion of a 4 year period following the Effective Date (Grant One, Grant Two, Grant Three, Grant Four, Grant Five, Grant Six and Grant Seven may be referred to as "GRANT" or "GRANTS"). Each Grant shall be equivalent to a "STOCK PERCENTAGE" of the Common Stock Equity of the Company Equity (defined below) calculated as of the "FINAL DATE" associated with that Grant, as follows: --------------------------- ----------------------------- ---------------------- -------------------- ----------------------- ------------------------------ GRANT STOCK PERCENTAGE FINAL DATE --------------------------- ----------------------------- ---------------------- Grant One 2.0% April 1, 2004 --------------------------- ----------------------------- ---------------------- Grant Two .75% July 1, 2004 --------------------------- ----------------------------- ---------------------- Grant Three .75% October 1, 2004 --------------------------- ----------------------------- ---------------------- Grant Four .75% January 3, 2005 --------------------------- ----------------------------- ---------------------- Grant Five .75% January 2, 2006 --------------------------- ----------------------------- ---------------------- Grant Six .25% January 1, 2007 --------------------------- ----------------------------- ---------------------- Grant Seven .25% January 1, 2008 --------------------------- ----------------------------- ---------------------- The Grant will be earned based upon PERFORMANCE CRITERIA achieved by the Company as defined below. At any time after the Company has implemented an effective ESOP program the Contractor may opt to accept option grants in lieu of restricted Common Stock Grants of an equivalent value to the Common Stock Grant. The Contractor may do so at each individual Grant date. The number of shares of Common Stock reflected by the Stock Percentage ("Contractor's Shares") shall be calculated against all issued and outstanding capital stock or other equity or conversion right in the Company inclusive of warrants or options (in aggregate the "Company Equity"). With respect to any convertible stock of the Company, including without limitation preferred stock classes C and D, and any other conversion right, the calculation determining the number of Contractor's Shares shall be made as if each such conversion had taken place in accordance with the conversion rights associated with such security, (without regard to limitations on the number of shares that may be converted in a single instance or in a defined period), on the Final Date ("Imputed Conversion"). The price of the Common Stock to be used for calculating the Imputed Conversion shall be the average price of the Common Stock for the 10 business days prior to the Final Date reflected on the NASD/OTCBB Market or if the Common Stock is no longer listed on that market, the principal securities exchange or trading market on which the Common Stock is listed or traded, including the pink sheets. With respect to each Grant the final calculation of the total number of Contractor's Shares shall be made within fifteen days of the Final Date, in accordance with the following formula ("Formula"): Total # Contractor's Shares = applicable Stock Percentage x the Company Equity The Company Equity = total Common Shares outstanding including options and warrants as of the Final Date + number of Common Shares resulting from Imputed Conversion Each Grant is CONDITIONED upon the Company achieving its year-end performance objectives for revenue and profitability, based on a plan to be ratified by the Board of the Company during regularly scheduled meetings for each of the applicable years. For example, whether Grant One occurs will be measured against the plan set forth by the Board in the first quarter of year 2004 for year 2004. The subject shares issued via each share grant are non transferable and subject to forfeiture.-------------------- ----------------------- ------------------------------

INITIAL GRANT OF STOCK. As a further incentive to Contractor's performance under this Agreement, the company agrees to CONDITIONALLY grant to Contractor shares of common stock in the Company (the "COMMON STOCK") at seven five different periods: (i) the first ("GRANT ONE") being upon the conclusion of a 90 ninety (90) day period following the Effective DateJanuary 2, 2004; (ii) the second ("GRANT TWO") being upon the conclusion of a 180 one-hundred-eighty (180) day period following the Effective DateJanuary 2, 2004; (iii) the third ("GRANT THREE") being upon the conclusion of a 210 two-hundred-seventy (270) day period following the Effective DateJanuary 2, 2004; (iv) the fourth ("GRANT FOUR") being upon conclusion of a 1 one (1) year period following the Effective Date effective dated; and (v) the fifth ("GRANT FIVE") being upon conclusion of a 2 year five hundred forty (540) day period following the Effective Date, the sixth ("GRANT SIX") being upon conclusion of a 3 year period following the Effective Date and the seventh the ("GRANT SEVEN") being upon conclusion of a 4 year period following the Effective Date effective date (Grant One, Grant Two, Grant Three, Grant Four, and Grant Five, Grant Six and Grant Seven ) may be referred to collectively as the "GRANT" or the "GRANTSGrants"). Each Grant shall be equivalent to a "STOCK PERCENTAGE" of the Company Equity (as defined below) calculated as of the "FINAL DATE" associated with that Grant, as follows: --------------------------- ----------------------------- ---------------------- GRANT STOCK PERCENTAGE FINAL DATE --------------------------- -------------------- ---------------------- ----------------------------- ---------------------- Grant One 2.0% April 1, 2004 --------------------------- -------------------- ---------------------- ----------------------------- ---------------------- Grant Two .75% July 1, 2004 --------------------------- -------------------- ---------------------- ----------------------------- ---------------------- Grant Three .75% October 1, 2004 --------------------------- -------------------- ---------------------- ----------------------------- ---------------------- Grant Four .751.5% January 3, 2005 --------------------------- -------------------- ---------------------- ----------------------------- ---------------------- Grant Five .750.5% January 2, 2006 --------------------------- ----------------------------- ---------------------- Grant Six .25% January July 1, 2007 --------------------------- 2005 -------------------- ---------------------- ----------------------------- ---------------------- Grant Seven .25% January 1, 2008 --------------------------- ----------------------------- ---------------------- The Grant will be earned based upon PERFORMANCE CRITERIA achieved by the Company as defined below. At any time after the Company has implemented an effective ESOP program the Contractor may opt to accept option grants in lieu of restricted Common Stock Grants of an equivalent value to the Common Stock Grant. The Contractor may do so at each individual Grant date. The number of shares of Common Stock reflected by the Stock Percentage ("Contractor's Shares") shall be calculated against all issued and outstanding capital stock or other equity or conversion right in the Company inclusive of warrants or options (in aggregate the "Company Equity"). With respect to any convertible stock of the Company, including without limitation preferred stock classes C and D, and any other conversion right, the calculation determining the number of Contractor's Shares shall be made as if each such conversion had taken place in accordance with the conversion rights associated with such security, (without regard to limitations on the number of shares that may be converted in a single instance or in a defined period), on the Final Date ("Imputed Conversion"). The price of the Common Stock to be used for calculating the Imputed Conversion shall be the average price of the Common Stock for the 10 business days prior to the Final Date reflected on the NASD/OTCBB Market or if the Common Stock is no longer listed on that market, the principal securities exchange or trading market on which the Common Stock is listed or traded, including the pink sheets. With respect to each Grant the final calculation of the total number of Contractor's Shares shall be made within fifteen days of the Final Date, in accordance with the following formula ("Formula"): Total # Contractor's Shares = applicable Stock Percentage x the Company Equity The Company Equity = total Common Shares outstanding including options and warrants as of the Final Date + number of Common Shares resulting from Imputed Conversion Each Grant is CONDITIONED conditioned upon the Company achieving its year-end performance objectives for revenue and profitability, based on a plan to be ratified by the Board of Directors of the Company (the "Board") during regularly scheduled meetings for each of the applicable years. For example, whether Grant One occurs will be measured against the plan set forth by the Board in the first quarter of year 2004 for year 2004. The subject shares issued via each share grant Grant are non non-transferable and subject to forfeitureforfeiture until vested in accordance with this agreement.

INITIAL GRANT OF STOCK. As a further incentive to Contractor's performance under this Agreement, the The company agrees to CONDITIONALLY grant to Contractor Employee shares of common stock in the Company (the "COMMON STOCK") at seven different periods: (i) the first ("GRANT ONE") being upon the conclusion of a 90 day period following the Effective Date, (ii) the second ("GRANT TWO") being upon the conclusion of a 180 day period following the Effective Date, (iii) the third ("GRANT THREE") being upon the conclusion of a 210 day period following the Effective Date, (iv) the fourth ("GRANT FOUR") being upon conclusion of a 1 year period following the Effective Date and the fifth ("GRANT FIVE") being upon conclusion of a 2 year period following the Effective Date, the sixth ("GRANT SIX") being upon conclusion of a 3 year period following the Effective Date and the seventh the ("GRANT SEVEN") being upon conclusion of a 4 year period following the Effective Date (Grant One, Grant Two, Grant Three, Grant Four, Grant Five, Grant Six and Grant Seven may be referred to as "GRANT" or "GRANTS"). Each Grant shall be equivalent to a "STOCK PERCENTAGE" of the Company Equity (defined below) calculated as of the "FINAL DATE" associated with that Grant, as follows: -------------------------- ------------------------- --------------------------- ----------------------------- ---------------------- GRANT STOCK PERCENTAGE FINAL DATE -------------------------- ------------------------- --------------------------- ----------------------------- ---------------------- Grant One 2.0.5% April 1, 2004 -------------------------- ------------------------- --------------------------- ----------------------------- ---------------------- Grant Two .75.25% July 1, 2004 -------------------------- ------------------------- --------------------------- ----------------------------- ---------------------- Grant Three .75.25% October 1, 2004 -------------------------- ------------------------- --------------------------- ----------------------------- ---------------------- Grant Four .75.25% January 3, 2005 -------------------------- ------------------------- --------------------------- ----------------------------- ---------------------- Grant Five .75.25% January 2, 2006 -------------------------- ------------------------- --------------------------- ----------------------------- ---------------------- Grant Six .25% January 1, 2007 -------------------------- ------------------------- --------------------------- ----------------------------- ---------------------- Grant Seven .25% January 1, 2008 -------------------------- ------------------------- --------------------------- ----------------------------- ---------------------- The Grant will be earned based upon PERFORMANCE CRITERIA achieved by the Company as defined below. At any time after the Company has implemented an effective ESOP program the Contractor Employee may opt to accept option grants in lieu of restricted Common Stock Grants of an equivalent value to the Common Stock Grant. The Contractor Employee may do so at each individual Grant date. The number of shares of Common Stock reflected by the Stock Percentage ("ContractorEmployee's Shares") shall be calculated against all issued and outstanding capital stock or other equity or conversion right in the Company inclusive of warrants or options (in aggregate the "Company Equity"). With respect to any convertible stock of the Company, including without limitation preferred stock classes C and D, and any other conversion right, the calculation determining the number of ContractorEmployee's Shares shall be made as if each such conversion had taken place in accordance with the conversion rights associated with such security, (without regard to limitations on the number of shares that may be converted in a single instance or in a defined period), on the Final Date ("Imputed Conversion"). The price of the Common Stock to be used for calculating the Imputed Conversion shall be the average price of the Common Stock for the 10 business days prior to the Final Date reflected on the NASD/OTCBB Market or if the Common Stock is no longer listed on that market, the principal securities exchange or trading market on which the Common Stock is listed or traded, including the pink sheets. With respect to each Grant the final calculation of the total number of ContractorEmployee's Shares shall be made within fifteen days of the Final Date, in accordance with the following formula ("Formula"): Total # ContractorEmployee's Shares = applicable Stock Percentage x the Company Equity The Company Equity = total Common Shares outstanding including options and warrants as of the Final Date + number of Common Shares resulting from Imputed Conversion Each Grant is CONDITIONED upon the Company achieving its year-end performance objectives for revenue and profitability, based on a plan to be ratified by the Board of the Company during regularly scheduled meetings for each of the applicable years. For example, whether Grant One occurs will be measured against the plan set forth by the Board in the first quarter of year 2004 for year 2004. The subject shares issued via each share grant are non transferable and subject to forfeiture.

INITIAL GRANT OF STOCK. As a further incentive to Contractor's performance under this Agreement, the company The Company agrees to CONDITIONALLY conditionally grant to Contractor Employee shares of common stock in the Company (the "COMMON STOCK") at seven five different periods: (i) the first ("GRANT ONE") being upon the conclusion of a 90 ninety (90) day period following the Effective DateJanuary 2, 2004; (ii) the second ("GRANT TWO") being upon the conclusion of a 180 one-hundred-eighty (180) day period following the Effective DateJanuary 2, 2004; (iii) the third ("GRANT THREE") being upon the conclusion of a 210 two-hundred-seventy (270) day period following the Effective DateJanuary 2, 2004; (iv) the fourth ("GRANT FOUR") being upon conclusion of a 1 one (1) year period following the Effective Date effective dated; and (v) the fifth ("GRANT FIVE") being upon conclusion of a 2 year five hundred forty (540) day period following the Effective Date, the sixth ("GRANT SIX") being upon conclusion of a 3 year period following the Effective Date and the seventh the ("GRANT SEVEN") being upon conclusion of a 4 year period following the Effective Date effective date (Grant One, Grant Two, Grant Three, Grant Four, and Grant Five, Grant Six and Grant Seven ) may be referred to collectively as the "GRANT" or the "GRANTS"). Each Grant shall be equivalent to a "STOCK PERCENTAGE" of the Company Equity (as defined below) calculated as of the "FINAL DATE" associated with that Grant, as follows: --------------------------- ----------------------------- ---------------------- ------------------------------------- ----------------------------------- ----------------------------------- GRANT STOCK PERCENTAGE FINAL DATE --------------------------- ----------------------------- ---------------------- ------------------------------------- ----------------------------------- ----------------------------------- Grant One 2.02.5% April 1, 2004 --------------------------- ----------------------------- ---------------------- ------------------------------------- ----------------------------------- ----------------------------------- Grant Two .751.0% July 1, 2004 --------------------------- ----------------------------- ---------------------- ------------------------------------- ----------------------------------- ----------------------------------- Grant Three .751.0% October 1, 2004 --------------------------- ----------------------------- ---------------------- ------------------------------------- ----------------------------------- ----------------------------------- Grant Four .752.0% January 3, 2005 --------------------------- ----------------------------- ---------------------- ------------------------------------- ----------------------------------- ----------------------------------- Grant Five .751.0% January 2, 2006 --------------------------- ----------------------------- ---------------------- Grant Six .25% January July 1, 2007 --------------------------- ----------------------------- ---------------------- Grant Seven .25% January 1, 2008 --------------------------- ----------------------------- ---------------------- 2005 ------------------------------------- ----------------------------------- ----------------------------------- The Grant will be earned based upon PERFORMANCE CRITERIA Performance Criteria achieved by the Company as defined below. At any time after the Company has implemented an effective ESOP program Employee Stock Ownership Program, the Contractor Employee may opt to accept option grants in lieu of restricted Common Stock Grants of an equivalent value to the Common Stock Grant. The Contractor Employee may do so at each individual Grant date. The number of shares of Common Stock reflected by the Stock Percentage (the "Contractor's SharesEMPLOYEE'S SHARES") shall be calculated against all issued and outstanding capital stock or other equity or conversion right in the Company inclusive of warrants or options (in aggregate the "Company EquityCOMPANY EQUITY"). With respect to any convertible stock securities of the Company, including without limitation preferred stock classes C and Dthe Series D Preferred Stock, and any other conversion rightsecurities convertible into, exercisable for, or exchangeable into Common Stock, the calculation determining the number of ContractorEmployee's Shares shall be made as if each such conversion had taken place in accordance with the conversion rights associated with such security, (without regard to limitations limitation on the number of shares that may be converted in a single instance or in a defined period), on the Final Date (the "Imputed ConversionIMPUTED CONVERSION"). The price of the Common Stock to be used for calculating the Imputed Conversion shall be the average price of the closing prices of the Common Stock for the 10 business ten (10) consecutive trading days prior to the Final Date reflected on the NASD/OTCBB Market or Market, or, if the Common Stock is no longer listed on that market, the principal securities exchange or trading market on which the Common Stock is listed listed, quoted or traded, including the pink sheets. With respect to each Grant Grant, the final calculation of the total number of Contractorthe Employee's Shares shall be made within fifteen (15) days of the Final Date, in accordance with the following formula (the "FormulaFORMULA"): Total # ContractorEmployee's Shares = applicable Stock Percentage x the Company Equity The Company Equity = total Common Shares outstanding (including options and warrants warrants) as of the Final Date + number of Common Shares resulting from Imputed Conversion Each Grant is CONDITIONED conditioned upon the Company achieving its year-end performance objectives for revenue and profitability, based on a plan to be ratified by the Board of Directors of the Company (the "Board") during regularly scheduled meetings for each of the applicable years. For example, whether Grant One occurs will be measured against the plan set forth by the Board in the first quarter of year 2004 for year 2004. The subject shares issued via each share grant Grant are non non-transferable and ----------------------------------------------------------------- subject to forfeiture.forfeiture until vested in accordance with this agreement. ---------------------------------------------------------------------