Common use of Partial Accelerated Vesting Clause in Contracts

Partial Accelerated Vesting. Notwithstanding the provisions of Section 2(a) hereof, upon the Grantee’s termination of employment by the Company without “Cause” (as defined below), the transfer restrictions and forfeiture conditions imposed hereunder on any Restricted Shares shall immediately lapse as to 1/48th (one forty-eighth) of the Restricted Shares subject to each Award hereunder for each complete month of continued employment by the Grantee with the Company or any Subsidiary following the applicable Dates of Grant, and such Restricted Shares shall become immediately vested. For purposes hereof, termination for “Cause” shall mean a termination of employment due to (i) embezzlement or misappropriation of corporate funds, (ii) any acts of dishonesty resulting in conviction for a felony, (iii) misconduct resulting in material injury to the Company, (iv) a significant violation of Company policy, (v) willful refusal to perform, or substantial disregard of, the duties properly assigned to the Grantee, or (vi) a significant violation of any contractual, statutory or common law duty of loyalty to the Company. Notwithstanding the foregoing, if the Grantee is a party to an employment or similar agreement with the Company or any Subsidiary, the term “Cause” shall, for the purposes of this Agreement, have the same meaning set forth in such employment or similar agreement if and to the extent such term is defined therein.

Partial Accelerated Vesting. Notwithstanding the provisions of Section 2(a) hereof, but without limiting the applicability of Section 2(b) hereof, upon the Grantee’s termination of employment by removal from the Company Board without “Cause” (as defined below), the transfer restrictions and forfeiture conditions imposed hereunder on any then outstanding Restricted Shares shall immediately lapse and become vested as to 1/48th (one forty-eighth) of the Restricted Shares subject to each Award hereunder for each complete month of continued employment service as a member of the Board by the Grantee with the Company or any Subsidiary following the applicable Dates of Grant, Grant through and such Restricted Shares shall become immediately vestedincluding the Grantee’s removal from the Board. For purposes hereof, termination for “Cause” shall mean a termination of employment removal from the Board due to (i) embezzlement or misappropriation of corporate funds, (ii) any acts of dishonesty resulting in conviction for a felony, (iii) misconduct resulting in material injury to the Company, (iv) a significant violation of Company policy, (v) willful refusal to perform, or substantial disregard of, the duties properly assigned to the Grantee, or (vi) a significant violation of any contractual, statutory or common law duty of loyalty to the Company. Notwithstanding the foregoing, if the Grantee is a party to an employment or similar agreement with the Company or any Subsidiary, the term “Cause” shall, for the purposes of this Agreement, have the same meaning set forth in such employment or similar agreement if and to the extent such term is defined therein.