Common use of Release of Restrictions Clause in Contracts

Release of Restrictions. Effective eighteen (18) months following the ----------------------- Closing, and every six (6) months thereafter, until all Restricted Shares shall have been released from such restrictions, twenty percent (20%) of the original number of Restricted Shares of Seller and/or each Partner shall no longer be subject to the restrictions set forth in Section 12.1 and shall no ------------ longer be deemed Restricted Shares for any purposes of this Agreement; provided, -------- that if a Partner's employment with CenterPoint or its subsidiary is terminated ---- within 30 months of the Closing other than through death, disability, retirement or circumstances approved by the Company's management and reasonably approved by CenterPoint's chief executive officer, the Restricted Shares then held by such Partner (or held by Seller for such Partner) shall remain subject to the restrictions set forth in Section 12.1 until the fifth anniversary of the ------------ Closing Date. Notwithstanding the foregoing and Section 12.1, Seller or a ------------ Partner may (x) at any time pledge or encumber all or part of Seller's or such Partner's Restricted Shares, as applicable, provided that the pledgee or secured party agrees in writing to be bound by the provisions contained in Article XII, ----------- (y) at any time after the first anniversary of the Closing transfer all or part of such Partner's Restricted Shares to another Partner or to an immediate family member (or trust or other estate planning Person), provided, that any such -------- ---- Partner, family member or other Person agrees in writing to be bound by the provisions contained in Article XII, and (z) transfer or cause to be transferred ----------- such Partner's Restricted Shares upon such Partner's disability or death. As used in this Section 12.2, the terms "disability" and "retirement" shall have ------------ the meaning ascribed to them in CenterPoint's Employee Incentive Compensation Plan. No attempted transfer of any nature whatsoever that is in violation of this Section shall be treated as effective for any purpose.

Release of Restrictions. Effective eighteen (18) months following the ----------------------- Closing, Closing and every six (6) months thereafter, until all Restricted Shares shall have been released from such restrictions, twenty percent (20%) of the original number of Restricted Shares of each Seller and/or each Partner shall no longer be subject to the restrictions set forth in Section 12.1 and shall no ------------ longer be deemed Restricted ------------ Shares for any purposes of this Agreement; provided, -------- that that, if a PartnerSeller's -------- ---- employment with CenterPoint or its subsidiary is terminated ---- within 30 thirty (30) months of the Closing other than through death, disability, retirement or circumstances approved by the Company's management and reasonably approved by CenterPoint's chief executive officer, the Restricted Shares then held by such Partner (or held by Seller for such Partner) shall remain subject to the restrictions set forth in Section 12.1 until the ------------ fifth anniversary of the ------------ Closing Date. Notwithstanding the foregoing and Section 12.1, a Seller or a ------------ Partner may (x) at any time pledge or encumber all or part of ------------ such Seller's or such Partner's Restricted Shares, as applicable, provided that the pledgee or secured party agrees in writing to be bound by the provisions contained in Article XII, ----------- XII (y) at any time after the first anniversary of the Closing transfer all or part of such PartnerSeller's Restricted ----------- Shares to another Partner Seller or to an immediate family member (or trust or other estate planning Person), provided, that any such -------- ---- PartnerSeller, family member or other -------- ---- Person agrees to in writing to be bound by the provisions contained in Article XII, ------- XII and (z) transfer or cause to be transferred ----------- such PartnerSeller's Restricted Shares --- upon such PartnerSeller's disability or death. As used in this Section 12.2, the terms ------------ "disability" and "retirement" shall have ------------ the meaning ascribed to them in CenterPoint's Employee Incentive Compensation Plan. No attempted transfer of any nature whatsoever that is in violation of this Section shall be treated as effective for any purpose.

Release of Restrictions. Effective eighteen (18) months following the ----------------------- Closing, and every six (6) months thereafter, until all of such Signing Stockholder's Restricted Shares shall have been released from such restrictions, twenty percent (20%) % of the original number numbers of Restricted Shares of Seller and/or each Partner Stockholder shall no longer be subject to the restrictions set forth in Section 12.1 and shall no ------------ longer be deemed Restricted Shares for any purposes of this Agreement; provided, -------- that that, if a PartnerStockholder's employment with CenterPoint or its subsidiary subsidiaries is terminated ---- within 30 months of the Closing other than through death, disability, retirement retirement, or for a Signing Stockholder with an employment agreement, without Cause or within 60 days of a Constructive Termination (such terms as defined in such Signing Stockholder's employment agreement, if any, with the Company of even date) or circumstances approved by the Company's management and or reasonably approved by CenterPoint's chief executive officerChief Executive Officer, the Restricted Shares then held by such Partner (or held by Seller for such Partner) Stockholder shall remain subject to the restrictions set forth in Section 12.1 until the fifth anniversary of the ------------ Closing Date. Notwithstanding the foregoing and Section 12.1, Seller or a ------------ Partner Signing Stockholder may (x) at any time pledge or encumber all or part of Seller's or such PartnerSigning Stockholder's Restricted Shares, as applicable, provided that the pledgee or secured party agrees in writing to be bound by the provisions contained in Article XII, ----------- (y) at any time after the first anniversary of the Closing transfer all or part of such PartnerSigning Stockholder's Restricted Shares to another Partner Stockholder or to an immediate family member (or trust or other estate planning Person), provided, that any such -------- ---- PartnerSigning Stockholder, family member or other Person agrees in writing to be bound by the provisions contained in Article XII, and (z) transfer or cause to be transferred ----------- such PartnerStockholder's Restricted Shares upon such PartnerStockholder's disability or death. As used in this Section 12.2, the terms "disability" and "retirement" shall have ------------ the meaning ascribed to them in CenterPoint's Employee Incentive Compensation Plan. No attempted transfer of any nature whatsoever that is in violation of this Section shall be treated as effective for any purpose.

Release of Restrictions. Effective eighteen (18) months following ----------------------- the ----------------------- Closing, Closing and every six (6) months thereafter, until all Restricted Shares shall have been released from such restrictions, twenty percent (20%) of the original number of Restricted Shares of Seller and/or each Partner Member shall no longer be subject to the restrictions set forth in Section 12.1 and shall no ------------ longer be deemed "Restricted Shares Shares" for any purposes of this Agreement; provided, -------- provided that if a PartnerMember's employment with CenterPoint or its subsidiary is terminated ---- within 30 thirty (30) months of the Closing other than through death, disability, retirement or circumstances approved by the CompanySeller's management and reasonably approved by CenterPoint's chief executive officer, the Restricted Shares then held by such Partner Member (or held by Seller for such PartnerMember) shall remain subject to the restrictions set forth in Section 12.1 until the fifth anniversary of the ------------ Closing Date. Notwithstanding the foregoing and Section ------- 12.1, Seller or a ------------ Partner Member may (x) at any time pledge or encumber all or part of ---- such Seller's or such PartnerMember's Restricted Shares, as applicable, provided that the pledgee or secured party agrees in writing to be bound by the provisions contained in Article XII, ----------- (y) at any time after the first anniversary of the Closing transfer all or part of such PartnerSeller's ----------- or Member's Restricted Shares to another Partner Member or to an immediate family member (or trust or other estate planning Person), provided, provided that any such -------- ---- PartnerMember, family member or other Person person agrees in writing to be bound by the provisions contained in Article XII, and (z) transfer or cause to be transferred such ----------- such PartnerMember's Restricted Shares upon such PartnerMember's disability or death, provided, -------- however, that Seller shall not transfer or distribute any Restricted Shares for ------- the one year period following the Closing, except for a transfer of a Member's Restricted Shares upon such Member's disability or death. As used in this Section 12.2, the terms "disability" and "retirement" shall have ------------ the meaning ------------ ascribed to them in CenterPoint's Employee Incentive Compensation Plan. No attempted transfer of any nature whatsoever that is in violation of this Section shall be treated as effective for any purpose.

Release of Restrictions. Effective eighteen (18) months following the ----------------------- Closing, and every six (6) months thereafter, until all Restricted Shares shall have been released from such restrictions, twenty percent (20%) of the original number of Restricted Shares of Seller and/or each Partner Member shall no longer be subject to the restrictions set forth in Section 12.1 and shall no ------------ longer be ------------ deemed Restricted Shares for any purposes of this Agreement; provided, that, if -------- that if ---- a PartnerMember's employment with CenterPoint or its subsidiary is terminated ---- within 30 months of the Closing other than through death, disability, retirement or circumstances approved by the Company's management and reasonably approved by CenterPoint's chief executive officer, the Restricted Shares then held by such Partner (Member or held by Seller for such Partner) Member shall remain subject to the restrictions set forth in the Section 12.1 12.1. until the fifth anniversary of the ------------ ------------- Closing Date. Notwithstanding the foregoing and Section 12.1, Seller or a ------------ Partner Member may (x) at any time pledge or encumber all or part of Seller's or such PartnerMember's Restricted Shares, as applicable, provided that the pledgee or secured party agrees in writing to be bound by the provisions contained in Article XII, ----------- (y) at ----------- any time after the first anniversary of the Closing transfer all or part of such PartnerMember's Restricted Shares to another Partner Member or to an immediate family member (or trust or other estate planning Person), provided, that any such Member, -------- ---- Partner, family member or other Person agrees in writing to be bound by the provisions contained in Article XII, and (z) transfer or cause to be transferred such ----------- such PartnerMember's Restricted Shares upon such PartnerMember's disability or death. As used in this Section 12.2, the terms "disability" and "retirement" shall have the ------------ the meaning ascribed to them in CenterPoint's Employee Incentive Compensation Plan. No attempted transfer of any nature whatsoever that is in violation of this Section shall be treated as effective for any purpose.

Release of Restrictions. Effective eighteen (18) months following ----------------------- the ----------------------- Closing, and every six (6) months thereafter, until all Restricted Shares shall have been released from such restrictions, twenty percent (20%) of the original number of Restricted Shares of Seller and/or each Partner Stockholder shall no longer be subject to the restrictions set forth in Section 12.1 and shall no ------------ longer be ------------ deemed Restricted Shares for any purposes of this Agreement; provided, that, if -------- that if ---- a PartnerStockholder's employment with CenterPoint or its subsidiary subsidiaries is terminated ---- within 30 thirty (30) months of the Closing other than through death, disability, retirement or circumstances approved by the Company's management and or reasonably approved by CenterPoint's chief executive officer, the Restricted Shares then held by such Partner (or held by Seller for such Partner) Stockholder shall remain subject to the restrictions set forth in Section ------- 12.1 until the fifth anniversary of the ------------ Closing Date. Notwithstanding the ---- foregoing and Section 12.1, Seller or a ------------ Partner Stockholder may (x) at any time pledge or encumber ------------ all or part of Seller's or such PartnerStockholder's Restricted Shares, as applicable, provided that the pledgee or secured party agrees in writing to be bound by the provisions contained in Article XII, ----------- (y) at any time after the first anniversary of the Closing transfer ----------- all or part of such PartnerStockholder's Restricted Shares to another Partner Stockholder or to an immediate family member (or trust or other estate planning Person), provided, that --------- that, any such -------- ---- PartnerStockholder, family member or other Person agrees in writing to ----- be bound by the provisions contained in Article XII, and (z) transfer or cause ----------- to be transferred ----------- such PartnerStockholder's Restricted Shares upon such PartnerStockholder's disability or death. As used in this Section 12.2, the terms "disability" and ------------ "retirement" shall have ------------ the meaning ascribed to them in CenterPoint's Employee Incentive Compensation Plan. No attempted transfer of any nature whatsoever that is in violation of this Section shall be treated as effective for any purpose.

Release of Restrictions. Effective eighteen (18) months following the ----------------------- Closing, Closing and every six (6) months thereafter, until all Restricted Shares shall have been released from such restrictions, twenty percent (20%) of the original number of Restricted Shares of Seller and/or each Partner Member shall no longer be subject to the restrictions set forth in Section 12.1 and shall no ------------ longer be deemed Restricted Shares for any purposes of this Agreement; provided, -------- that that, if a PartnerMember's employment with CenterPoint or its subsidiary is terminated ---- within 30 months of the Closing other than through death, disability, retirement or circumstances approved by the Company's management and reasonably approved by CenterPoint's chief executive officer, the Restricted Shares then held by such Partner Member (or held by Seller for such PartnerMember) shall remain subject to the restrictions set forth in Section 12.1 until the fifth anniversary of the ------------ Closing Date. Notwithstanding the foregoing and Section 12.1, Seller or a ------------ Partner Member may (x) at any time pledge or encumber all or part of Seller's or such PartnerMember's Restricted Shares, as applicable, provided that the pledgee or secured party agrees in writing to be bound by the provisions contained in Article XII, ----------- (y) at any time after the first anniversary of the Closing transfer all or part of such PartnerMember's Restricted Shares to another Partner Member or to an immediate family member (or trust or other estate planning Person), provided, that any such -------- ---- PartnerMember, family member or other Person agrees in writing to be bound by the provisions contained in Article XII, and (z) transfer or cause to be transferred ----------- such PartnerMember's Restricted Shares upon such PartnerMember's disability or death. As used in this Section 12.2, the terms "disability" and "retirement" shall have ------------ the meaning ascribed to them in CenterPoint's Employee Incentive Compensation Plan. No attempted transfer of any nature whatsoever that is in violation of this Section shall be treated as effective for any purpose.

Release of Restrictions. Effective eighteen (18) months following the ----------------------- Closing, Closing and every six (6) months thereafter, until all of such Stockholder's Restricted Shares shall have been released from such restrictions, twenty percent (20%) % of the original number of Restricted Shares of Seller and/or each Partner Stockholder shall no longer be subject to the restrictions set forth in Section 12.1 and shall no ------------ longer be ------------ deemed Restricted Shares for any purposes of this Agreement; Agreement provided, -------- that that, if a Partner-------- ---- Stockholder's employment with CenterPoint or its subsidiary subsidiaries is terminated ---- within 30 thirty (30) months of the Closing other than through death, disability, retirement retirement, without Cause (as defined in such Stockholder's employment agreement with the Company of even date) or due to circumstances approved by the Company's management and or reasonably approved by CenterPoint's chief executive officerChief Executive Officer, the Restricted Shares then held by such Partner (or held by Seller for such Partner) Stockholder shall remain subject to the restrictions set forth in Section 12.1 until the fifth anniversary of the ------------ Closing Date. Notwithstanding the foregoing and Section 12.1, Seller or a Stockholder may ------------ Partner may (x) at any time pledge or encumber all or part of Seller's or such PartnerStockholder's Restricted Shares, as applicable, provided that the pledgee or secured party agrees in writing to be bound by the provisions contained in Article XII, ----------- (y) at any time after the first anniversary of the Closing transfer all or part ----------- of such PartnerStockholder's Restricted Shares to another Partner Stockholder or to an immediate family member (or trust or other estate planning Person), provided, that -------- that, any such -------- ---- PartnerStockholder, family member or other Person agrees in writing to ---- be bound by the provisions contained in Article XII, and (z) transfer or cause ----------- to be transferred ----------- such PartnerStockholder's Restricted Shares upon such PartnerStockholder's disability or death. As used in this Section 12.2, the terms "disability" and ------------ "retirement" shall have ------------ the meaning ascribed to them in CenterPoint's Employee Incentive Compensation Plan. No attempted transfer of any nature whatsoever that is in violation of this Section shall be treated as effective for any purpose.

Release of Restrictions. Effective eighteen (18) months following the ----------------------- Closing, and every six (6) months thereafter, until all Restricted Shares shall have been released from such restrictions, twenty percent (20%) of the original number of Restricted Shares of Seller and/or then held by Holding for each Partner Member shall no longer be subject to the restrictions set forth in Section 12.1 and shall no ------------ longer be ------------ deemed "Restricted Shares Shares" for any purposes of this Agreement; provided, that, -------- that ---- if a PartnerMember's employment with CenterPoint or its subsidiary is terminated ---- within 30 thirty (30) months of the Closing other than through death, disability, retirement or circumstances approved by the Company's management and reasonably approved by CenterPoint's chief executive officer, the Restricted Shares then held by such Partner (or held by Seller for such Partner) Member shall remain subject to the restrictions set forth in Section ------- 12.1 until the fifth anniversary of the ------------ Closing Date. Notwithstanding the ---- foregoing and Section 12.1, the Seller or a ------------ Partner Member may (x) at any time pledge or ------------ encumber all or part of the Seller's or such PartnerMember's Restricted Shares, as applicable, provided that the pledgee or secured party agrees in writing to be bound by the provisions contained in Article XII, ----------- (y) at any time after the first anniversary of the Closing transfer all ----------- or part of such PartnerMember's Restricted Shares to another Partner Member or to an immediate family member (or trust or other estate planning Person), provided, that any such -------- ---- Partnersuch Member, family member or other Person agrees in writing to be bound by the provisions contained in Article XII, and (z) transfer or cause to be transferred ----------- such PartnerMember's Restricted Shares upon such PartnerMember's disability or death. As used in this Section 12.2, the terms "disability" and "retirement" shall have the ------------ the meaning ascribed to them in CenterPoint's Employee Incentive Compensation Plan. No attempted transfer of any nature whatsoever that is in violation of this Section shall be treated as effective for any purpose.

Release of Restrictions. Effective eighteen (18) months following the ----------------------- Closing, and every six (6) months thereafter, until all Restricted Shares shall have been released from such restrictions, twenty percent (20%) of the original number of Restricted Shares of Seller and/or then held by Management for each Partner Member shall no longer be subject to the restrictions set forth in Section 12.1 and shall no ------------ longer be deemed Restricted Shares for any purposes of this Agreement; provided, -------- that that, if a PartnerMember's employment with CenterPoint or its subsidiary subsidiaries is ---- terminated ---- within 30 thirty (30) months of the Closing other than through death, disability, retirement or circumstances approved by the Company's management and reasonably approved by CenterPoint's chief executive officer, the Restricted Shares then held by such Partner (or held by Seller for such Partner) Member shall remain subject to the restrictions set forth in Section 12.1 until the fifth anniversary of the ------------ Closing Date. Notwithstanding ------------ the foregoing and Section 12.1, Seller Management or a ------------ Partner Member may (x) at any time ------------ pledge or encumber all or part of SellerManagement's or such PartnerMember's Restricted Shares, as applicable, provided that the pledgee or secured party agrees in writing to be bound by the provisions contained in Article XII, ----------- XII (y) at any time after the first anniversary of the Closing transfer all or part of such PartnerMember's Restricted ----------- Shares to another Partner Member or to an immediate family member (or trust or other estate planning Person), provided, that that, any such -------- ---- PartnerMember, family member or other -------- ---- Person agrees in writing to be bound by the provisions contained in Article XII, ----------- and (z) transfer or cause to be transferred ----------- such PartnerMember's Restricted Shares upon such PartnerMember's disability or death. As used in this Section 12.2, the terms ------------ "disability" and "retirement" shall have ------------ the meaning ascribed to them in CenterPoint's Employee Incentive Compensation Plan. No attempted transfer of any nature whatsoever that is in violation of this Section shall be treated as effective for any purpose.