Common use of Lapse of Restrictions and Forfeiture Clause in Contracts

Lapse of Restrictions and Forfeiture. (a) The restrictions on transfer imposed on the shares of Restricted Stock by Section 3 and this Section 4 shall lapse with respect to the shares of Restricted Stock and the Participant will vest, or gain actual “ownership” of the shares of Restricted Stock in accordance with the following schedule provided that the Participant has not had a termination of Service for any reason prior to the applicable vesting date: First anniversary of the Grant Date 25% Second anniversary of the Grant Date 50% Third anniversary of the Grant Date 75% Fourth anniversary of the Grant Date 100% (b) If the application of the vesting schedule in Section 4(a) would yield a fractional share of Stock, such fractional share shall be rounded down to the next whole share if it is less than 0.5 and rounded up to the next whole share if it is 0.5 or more. (c) Notwithstanding anything to the contrary in this Section 4, the Award will be 100% vested upon Participant’s termination of employment with the Company and/or its Affiliates due to death or Disability. (d) Notwithstanding anything to the contrary in this Section 4, (x) in the event of a Change in Control in which the resulting entity does not assume, continue, convert or replace this Agreement, the restrictions on transfer imposed by Section 3 on the shares of Restricted Stock shall lapse as of immediately prior to the Change in Control, or (y) in the event of a Change in Control there is an involuntary termination of the Participant’s employment for any reason other than Cause (as defined in the Plan) within twenty-four (24) months following the Change in Control, the restrictions on transfer imposed by Section 3 on the shares of Restricted Stock shall lapse. For purposes of this Agreement, the Restricted Stock awarded hereunder will not be considered to be assumed, continued, converted or replaced by the resulting entity in connection with the Change in Control unless (i) the Restricted Stock is adjusted to prevent dilution of the Participant’s rights hereunder as a result of the Change in Control, and (ii) immediately after the Change in Control, the Restricted Stock relates to shares of common stock in the resulting entity which are publicly traded and listed on a national securities exchange.

Lapse of Restrictions and Forfeiture. (a) The restrictions on transfer imposed on the shares of Restricted Stock Units by Section 3 4 and this Section 4 5 shall lapse with respect to the shares of Restricted Stock and extent the Participant will vest, or gain actual “ownership” of Company achieves the shares of Restricted Stock performance target(s) set forth in accordance with the following schedule Exhibit A; provided that the Participant has not had a termination of Service for any reason prior to the applicable vesting date: First anniversary of date set forth in Exhibit A (the Grant Date 25% Second anniversary of the Grant Date 50% Third anniversary of the Grant Date 75% Fourth anniversary of the Grant Date 100%“Vesting Date”). (b) If the application of the vesting schedule in Section 4(a) would yield a fractional share of StockRestricted Stock Unit, such fractional share Restricted Stock Unit shall be rounded down to the next whole share unit if it is less than 0.5 and rounded up to the next whole share unit if it is 0.5 or more. (c) Notwithstanding anything to To the contrary in this Section 4, the Award will be 100% extent any Restricted Stock Units have not vested upon the earlier of the Participant’s termination of employment Service for any reason or the Vesting Date, those Restricted Stock Units that have not vested shall be immediately forfeited upon such termination of Service. Upon such forfeiture, the Participant shall no longer have any rights with the Company and/or its Affiliates due respect to death such Restricted Stock Units or Disabilityany interest therein. (d) Notwithstanding anything to the contrary in this Section 45, (x) in the event of a Change in Control in which the resulting entity does not assume, continue, convert or replace this Agreement, the restrictions on transfer imposed by Section 3 4 on the shares of Restricted Stock Units shall lapse as of immediately prior to the Change in Control, or (y) in the event of a Change in Control there is an involuntary termination of the Participant’s employment for any reason other than Cause (as defined in the Plan) within twenty-four (24) months following the Change in Control, the restrictions on transfer imposed by Section 3 4 on the shares of Restricted Stock Units shall lapse. For purposes of this Agreement, the Restricted Stock Units awarded hereunder will not be considered to be assumed, continued, converted or replaced by the resulting entity in connection with the Change in Control unless (i) the Restricted Stock is Units are adjusted to prevent dilution of the Participant’s rights hereunder as a result of the Change in Control, and (ii) immediately after the Change in Control, the Restricted Stock relates Units relate to shares of common stock in the resulting entity which are publicly traded and listed on a national securities exchange.

Lapse of Restrictions and Forfeiture. (a) The restrictions on transfer imposed on the shares of Restricted Stock by Section 3 and this Section 4 shall lapse with respect to the shares of Restricted Stock and the Participant will vest, or gain actual “ownership” of the shares of Restricted Stock in accordance with the following schedule provided that the Participant has not had a termination of Service for any reason prior to the applicable vesting date: First anniversary of the Grant Date 25% Second anniversary of the Grant Date 50% Third anniversary of the Grant Date 75% Fourth anniversary of the Grant Date 100% (b) If the application of the vesting schedule in Section 4(a) would yield a fractional share of Stock, such fractional share shall be rounded down to the next whole share if it is less than 0.5 and rounded up to the next whole share if it is 0.5 or more. (c) Notwithstanding anything to the contrary in this Section 4, the Award will be 100% vested upon the Participant’s termination of employment with the Company and/or its Affiliates due to death or DisabilityDisability or termination not for Cause (as defined in the Plan). (d) Notwithstanding anything to the contrary in this Section 4, (x) in the event of a Change in Control in which the resulting entity does not assume, continue, convert or replace this Agreement, the restrictions on transfer imposed by Section 3 on the shares of Restricted Stock shall lapse as of immediately prior to the Change in Control, or (y) in the event of a Change in Control there is an involuntary termination of the Participant’s employment for any reason other than Cause (as defined in the Plan) within twenty-four (24) months following the Change in Control, the restrictions on transfer imposed by Section 3 on the shares of Restricted Stock shall lapse. For purposes of this Agreement, the Restricted Stock awarded hereunder will not be considered to be assumed, continued, converted or replaced by the resulting entity in connection with the Change in Control unless (i) the Restricted Stock is adjusted to prevent dilution of the Participant’s rights hereunder as a result of the Change in Control, and (ii) immediately after the Change in Control, the Restricted Stock relates to shares of common stock in the resulting entity which are publicly traded and listed on a national securities exchange.

Lapse of Restrictions and Forfeiture. (aSubject to Section 4(b) The hereof, the restrictions on transfer imposed on the shares of Restricted Stock by Section 3 and this Section 4 shall lapse with respect to the shares of Restricted Stock and the Participant will vest, or gain actual “"ownership” " of the shares of Restricted Stock in accordance with the following schedule provided that terms of Section 4(a) hereof. (a) Of the Participant has [__________] shares of Restricted Stock granted to Participant, the restrictions on the specified portions shall lapse and such portion of the shares shall become fully vested and not had a termination of Service for any reason prior subject to forfeiture to the applicable vesting dateCompany as follows: First one-third on the first anniversary of the Grant Date 25% Second Date, one-third on the second anniversary of the Grant Date 50% Third Date, and one-third on the third anniversary of the Grant Date 75% Fourth anniversary of the Grant Date 100%Date. (b) If Notwithstanding anything to the application of the vesting schedule contrary in Section 4(a) would yield ), in the event that prior to the lapse of restrictions on transfer pursuant to Section 4(a), Participant's relationship as a fractional share Service Provider is terminated by Participant for other than Good Reason, as defined in the employment agreement between Participant and the Company (the "Employment Agreement"), due to Cause as defined in the Employment Agreement, or due to the end of Stockthe term of the Employment Agreement, Participant shall forfeit, on the date on which such fractional share relationship is terminated, all of the shares of Restricted Stock as to which the restrictions on transfer imposed thereon by Section 3 hereof shall not have lapsed prior to such date. In the event that prior to the lapse of restrictions on transfer pursuant to Section 4(a), Participant's relationship as a Service Provider is terminated by Participant for Good Reason, by the Company without Cause (as defined in the Employment Agreement), due to death or due to Disability, all of the restrictions on the transfer of the shares of Restricted Stock shall lapse and the shares shall be rounded down to the next whole share if it is less than 0.5 and rounded up to the next whole share if it is 0.5 or morefully vested. (c) Notwithstanding anything to the contrary in this Section 44(a) hereof, the Award will be 100% vested upon Participant’s termination of employment with the Company and/or its Affiliates due to death or Disability. (d) Notwithstanding anything to the contrary in this Section 4, (x) in the event of a Change in Control in which the resulting entity does not assume, continue, convert or replace this Agreement, the restrictions on transfer imposed by Section 3 on the shares of Restricted Stock shall lapse as of immediately prior to the Change in Control, or (y) in the event of a Change in Control there is an involuntary termination of the Participant’s employment for any reason other than Cause (as defined in the Plan) within twenty-four (24) months following the Change in Control, the restrictions on transfer imposed by Section 3 on the shares of Restricted Stock shall lapse. For purposes of this Agreement, the Restricted Stock awarded hereunder will not be considered to be assumed, continued, converted or replaced by the resulting entity in connection with the a "Change in Control unless Control" shall mean the occurrence of any of the following events, each of which shall be determined independently of the others: (i) the Restricted Stock is adjusted to prevent dilution any "Person" (as hereinafter defined), other than a holder of at least 10% of the Participant’s rights hereunder as a result outstanding voting power of the Change Company as of the Grant Date, becomes a "beneficial owner" (as such term is used in ControlRule 13d-3 promulgated under the Securities Exchange Act of 1934, and as amended (the "Exchange Act")) of a majority of the stock of the Company entitled to vote in the election of directors of the Company; (ii) immediately after individuals who are Continuing Directors of the Change in Control, Company (as hereinafter defined) cease to constitute a majority of the Restricted Stock relates to shares members of common stock in the resulting entity which are publicly traded and listed on a national securities exchange.Board;

Lapse of Restrictions and Forfeiture. (aSubject to Section 4(b) The hereof, the restrictions on transfer imposed on the shares of Restricted Stock by Section 3 and this Section 4 shall lapse with respect to the shares of Restricted Stock and the Participant will vest, or gain actual “"ownership” " of the shares of Restricted Stock in accordance with the following schedule provided that terms of Section 4(a) hereof. (a) RESTRICTED PERIOD; LAPSE OF RESTRICTIONS AND VESTING. Of the Participant has 28,038 shares of Restricted Stock granted to Participant, the restrictions on the specified portions shall lapse and such portion of the shares shall become fully vested and not had a termination of Service for any reason prior subject to forfeiture to the applicable vesting dateCompany as follows: First one-third on the first anniversary of the Grant Date 25% Second Date, one-third on the second anniversary of the Grant Date 50% Third Date, and one-third on the third anniversary of the Grant Date 75% Fourth anniversary of the Grant Date 100%Date. (b) If the application of the vesting schedule in Section 4(a) would yield a fractional share of Stock, such fractional share shall be rounded down to the next whole share if it is less than 0.5 and rounded up to the next whole share if it is 0.5 or more. (c) Notwithstanding anything to the contrary in this Section 44(a), the Award will be 100% vested upon Participant’s termination of employment with the Company and/or its Affiliates due to death or Disability. (d) Notwithstanding anything to the contrary in this Section 4, (x) in the event that prior to the lapse of a Change in Control in restrictions on transfer pursuant to Section 4(a), Participant's relationship as an employee of the Company is terminated by Participant for other than for Good Reason, or due to Cause, each as defined below, Participant shall forfeit, on the date on which such relationship is terminated, all of the resulting entity does not assume, continue, convert or replace this Agreement, shares of Restricted Stock as to which the restrictions on transfer imposed thereon by Section 3 hereof shall not have lapsed prior to such date. In the event that prior to the lapse of restrictions on transfer pursuant to Section 4(a), Participant's relationship as an employee of the Company is terminated by Participant for Good Reason, by the Company without Cause, due to death or due to Disability, all of the restrictions on the transfer of the shares of Restricted Stock shall lapse as of immediately prior to the Change in Control, or (y) in the event of a Change in Control there is an involuntary termination of the Participant’s employment for any reason other than Cause (as defined in the Plan) within twenty-four (24) months following the Change in Control, the restrictions on transfer imposed by Section 3 on and the shares of Restricted Stock shall lapse. be fully vested. A. For purposes of this Agreement, the Restricted Stock awarded hereunder will not be considered to be assumed, continued, converted or replaced by the resulting entity in connection with the Change in Control unless (i) the Restricted Stock is adjusted to prevent dilution of the Participant’s rights hereunder as a result of the Change in Control, and (ii) immediately after the Change in Control, the Restricted Stock relates to shares of common stock in the resulting entity which are publicly traded and listed on a national securities exchange."Cause" shall mean that Participant has:

Lapse of Restrictions and Forfeiture. (a) The restrictions on transfer imposed Company hereby grants to Participant on the shares Grant Date that number of Shares of Restricted Stock by Section 3 and this Section 4 shall lapse with respect (the “Restricted Shares”) equal to the shares “Number of Shares of Restricted Stock and Stock” specified in the Participant table above. Subject to Section 1(b), the Restricted Shares will vest, or gain actual “ownership” of vest as to the shares portion of Restricted Stock Shares and on the dates specified in accordance with the following schedule provided that Vesting Schedule on the Participant has not had a termination of cover page to this Agreement, so long as your Service for any reason prior to the applicable vesting date: First anniversary of Company and its Affiliates does not end. The Vesting Schedule is cumulative. Once vested, the Grant Date 25% Second anniversary of vested Restricted Shares will no longer be subject to forfeiture or return to the Grant Date 50% Third anniversary of the Grant Date 75% Fourth anniversary of the Grant Date 100%Plan as provided in Section 1(c). (b) If the application Vesting of the vesting schedule Restricted Shares will be accelerated as follows: (i) To the extent, and under the circumstances, described in Section 4(a7 of the Executive Employment Agreement, dated on or about February 6, 2014, by and between Participant and the Company (the “Employment Agreement”); and (ii) would yield a fractional share All Restricted Shares that have not previously vested will immediately become vested in full upon the Participant’s termination of Stock, such fractional share shall be rounded down Service due to death or Disability (as defined in the next whole share if it is less than 0.5 and rounded up to the next whole share if it is 0.5 or moreEmployment Agreement). (c) Notwithstanding anything Each Restricted Share will remain restricted and subject to forfeiture and return to the contrary in this Section 4, the Award will be 100% Plan unless and until that Restricted Share has vested upon Participant’s termination of employment with the Company and/or its Affiliates due to death or Disability. (d) Notwithstanding anything to the contrary in this Section 4, (x) in the event Participant in accordance with all of a Change the terms and conditions of this Agreement and the Plan. Except as otherwise expressly provided in Control in which the resulting entity does not assume, continue, convert or replace this Agreement, the restrictions on transfer imposed by Section 3 on Employment Agreement or the shares of Restricted Stock shall lapse as of immediately prior Plan, if you cease to continue providing Service to the Change in ControlCompany or any Affiliate, then all Restricted Shares subject to this Award that have not yet vested will be forfeited by Participant and returned to the Plan. In addition, if the Participant attempts to assign, transfer other than by will or the laws of descent and distribution, pledge, hypothecate, subject to execution, attachment or similar process, or (y) in the event otherwise dispose of a Change in Control there is an involuntary termination any of the Participant’s employment for Restricted Shares or allow the Restricted Shares to become subject to attachment or any reason other than Cause (as defined similar involuntary process, in the Plan) within twenty-four (24) months following the Change in Control, the restrictions on transfer imposed by Section 3 on the shares of Restricted Stock shall lapse. For purposes violation of this Agreement, then any Restricted Shares that have not previously vested will be forfeited by the Participant and returned to the Plan. In connection with any forfeiture of any Restricted Shares, if the Company does not have custody of any and all certificates representing Restricted Shares so forfeited, the Participant shall immediately return to the Company all certificates representing Restricted Shares so forfeited. Additionally, the Participant will deliver to the Company a stock power duly executed in blank relating to any and all certificates representing such forfeited Restricted Shares in accordance with the previous sentence or, if such stock power has previously been tendered to the Company, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited and to cause a book entry to be made in the records of the Company’s transfer agent in the name of the Participant (or a new stock certificate to be issued, if requested by the Participant) evidencing any Restricted Shares that vested prior to forfeiture of unvested Restricted Shares under this Section 1. If the Restricted Stock awarded hereunder Shares are evidenced by a book entry made in the records of the Company’s transfer agent, then the Company will not be considered authorized to cause such book entry to be assumed, continued, converted or replaced by the resulting entity in connection with the Change in Control unless (i) the Restricted Stock is adjusted to prevent dilution reflect the number of the Participant’s rights hereunder as a result of the Change in Control, and (ii) immediately after the Change in Control, the Restricted Stock relates to shares of common stock in the resulting entity which are publicly traded and listed on a national securities exchangeShares so forfeited.