Key Initial Shareholder Escrow Clause Samples

Key Initial Shareholder Escrow. The following shareholders of Key (the “Key Initial Shareholders”) shall have agreed to place an aggregate of 500,000 shares of their Key Common Stock in escrow on the following terms and conditions: each of J▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (153,518 shares), U▇▇ ▇▇▇▇▇▇▇▇ (60,821 shares), J▇▇▇▇ ▇▇▇▇▇▇▇▇ (42,333 shares), Trust F/B/O Alexander & A▇▇▇ ▇▇▇▇▇▇▇▇ DTD 9/2/93 (22,222 shares), W. T▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (55,555 shares), G▇▇▇ ▇. ▇▇▇▇▇▇ (40,000 shares), S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (33,334 shares), R▇▇▇▇▇ and L▇▇▇▇▇ ▇▇▇▇▇▇▇ (33,334 shares), D▇. ▇▇▇▇▇▇▇ ▇. Signorelli (22,222 shares), B▇▇▇▇▇ ▇▇▇▇▇▇▇ (17,778 shares), R▇▇▇ ▇▇▇▇▇▇▇▇ (13,883 shares) and Elkhorn Partners Limited Partnership (5,000 shares) shall have placed such shares in escrow to be released to each Key Initial Shareholder, pro rata in accordance with the amounts placed in such escrow on the following conditions: (i) for the 2008 Performance Period, an aggregate of 100,000 shares to be released if after tax earnings of the Company is $42,000,000 or higher and an additional 70,000 shares will be released if after tax earnings in such period is $52,000,000 or higher, (ii) for the 2009 Performance Period, an aggregate of 100,000 shares to be released if after tax earnings of the Company is $60,000,000 or higher and an additional 70,000 shares will be released if after tax earnings in such period is $70,000,000 or higher, and (iii) for the 2010 Performance Period, an aggregate of 100,000 shares to be released if after tax earnings of the Company is $72,000,000 or higher and an additional 60,000 shares will be released if after tax earnings in such period is $82,000,000 or higher. Any shares not released from escrow under this provision shall be forfeited and returned to Parent. For purposes of this provision and the escrow to be created hereunder, the “after tax earnings” of the Company shall be computed and all share numbers shall be computed in the same manner as such figures and numbers are calculated for purposes of Earn-Out Shares.