Common use of RESTRICTED STOCK PROGRAM Clause in Contracts

RESTRICTED STOCK PROGRAM. (a) Holding hereby awards to Executive Employee 133.36 shares of restricted Class C Non-Voting Common Stock of Holding (the "Class C Shares"), which shall be subject to forfeiture in accordance with the provisions set forth herein. On each of the first four anniversary dates of this Employment Agreement, the restrictions shall lapse as to 25% of the Class C Shares so long as his employment has not been terminated on or before such date pursuant to the provisions of Section 6 of this Employment Agreement. Subject to the forfeiture provisions set forth herein, Executive Employee shall be entitled to full and complete ownership of the Class C Shares and will be treated as the record and beneficial owner of such for all purposes including, but not limited to, payment of dividends and liquidation rights, provided that Executive Employee shall be bound by all of the provisions of the Stockholders' Agreement of even date herewith, among the Company, Executive Employee and the other stockholders of the Company (the "Stockholders' Agreement). (b) The certificates representing awarded Class C Shares shall not be delivered to Executive Employee until the restrictions as to such Class C Shares have lapsed. If Executive Employee's employment is terminated pursuant to Section 6 of this Employment Agreement on or before any applicable anniversary date as described in Section 3.3(a), Executive Employee shall forfeit to Holding all such Class C Shares for which the restrictions have not yet lapsed. In this regard, simultaneously with the issuance of certificates representing awarded Class C Shares, Executive Employee shall execute and deliver stock powers forfeiting to Holding Class C Shares awarded hereunder for which the restrictions have not yet lapsed in the event Executive Employee's employment is terminated pursuant to Section 6 of this Employment Agreement on or before any applicable anniversary date as described in Section 3.3(a). Executive Employee acknowledges that Class C Shares awarded hereunder shall be subject to the restrictions and risks of forfeiture contained herein and in the Stockholders' Agreement. (c) Subject to Section 3.3(h), Executive Employee hereby agrees that he shall pay to Holding, in cash, any foreign, United States federal, state or local taxes of any kind required by law to be withheld with respect to the Class C Shares awarded to him hereunder. If Executive Employee does not make such payment to Holding, then Holding shall have the right to deduct from any payment of any kind otherwise due to Executive Employee from Holding (or from any subsidiary of Holding), any foreign, United States federal, state or local taxes of any kind required by law to be withheld with respect to the Class C Shares awarded to Executive Employee hereunder. (d) Holding shall not issue Preferred Stock, Options or Warrants or any otherwise dilutive securities without the consent of the representative(s) of Key Equity Capital Corporation and the representative(s) of executive management on the Board of Directors and unless such securities are sold for fair market value, the proceeds of which are used for appropriate corporate purposes as determined by the Board of Directors. All shareholders of Class A, Class B or Class C Common Stock have the pre-emptive rights described in the Stockholders' Agreement.

RESTRICTED STOCK PROGRAM. (a) Holding hereby awards to Executive Employee 133.36 833.50 shares of restricted Class C Non-Voting Common Stock of Holding (the "Class C Shares"), which shall be subject to forfeiture in accordance with the provisions set forth herein. On each of the first four anniversary dates of this Employment Agreement, the restrictions shall lapse as to 25% of the Class C Shares so long as his employment has not been terminated on or before such date pursuant to the provisions of Section 6 of this Employment Agreement. Subject to the forfeiture provisions set forth herein, Executive Employee shall be entitled to full and complete ownership of the Class C Shares and will be treated as the record and beneficial owner of such for all purposes including, but not limited to, payment of dividends and liquidation rights, provided that Executive Employee shall be bound by all of the provisions of the Stockholders' Agreement of even date herewith, among the Company, Executive Employee and the other stockholders of the Company (the "Stockholders' Agreement). (b) The certificates representing awarded Class C Shares shall not be delivered to Executive Employee until the restrictions as to such Class C Shares have lapsed. If Executive Employee's employment is terminated pursuant to Section 6 of this Employment Agreement on or before any applicable anniversary date as described in Section 3.3(a), Executive Employee shall forfeit to Holding all such Class C Shares for which the restrictions have not yet lapsed. In this regard, simultaneously with the issuance of certificates representing awarded Class C Shares, Executive Employee shall execute and deliver stock powers forfeiting to Holding Class C Shares awarded hereunder for which the restrictions have not yet lapsed in the event Executive Employee's employment is terminated pursuant to Section 6 of this Employment Agreement on or before any applicable anniversary date as described in Section 3.3(a). Executive Employee acknowledges that Class C Shares awarded hereunder shall be subject to the restrictions and risks of forfeiture contained herein and in the Stockholders' Agreement. (c) Subject to Section 3.3(h), Executive Employee hereby agrees that he shall pay to Holding, in cash, any foreign, United States federal, state or local taxes of any kind required by law to be withheld with respect to the Class C Shares awarded to him hereunder. If Executive Employee does not make such payment to Holding, then Holding shall have the right to deduct from any payment of any kind otherwise due to Executive Employee from Holding (or from any subsidiary of Holding), any foreign, United States federal, state or local taxes of any kind required by law to be withheld with respect to the Class C Shares awarded to Executive Employee hereunder. (d) Holding shall not issue Preferred Stock, Options or Warrants or any otherwise dilutive securities without the consent of the representative(s) of Key Equity Capital Corporation and the representative(s) of executive management on the Board of Directors and unless such securities are sold for fair market value, the proceeds of which are used for appropriate corporate purposes as determined by the Board of Directors. All shareholders of Class A, Class B or Class C Common Stock have the pre-emptive rights described in the Stockholders' Agreement.

RESTRICTED STOCK PROGRAM. (a) Holding hereby awards to Executive Employee 133.36 266.72 shares of restricted Class C Non-Voting Common Stock of Holding (the "Class C Shares"), which shall be subject to forfeiture in accordance with the provisions set forth herein. On each of the first four anniversary dates of this Employment Agreement, the restrictions shall lapse as to 25% of the Class C Shares so long as his employment has not been terminated on or before such date pursuant to the provisions of Section 6 of this Employment Agreement. Subject to the forfeiture provisions set forth herein, Executive Employee shall be entitled to full and complete ownership of the Class C Shares and will be treated as the record and beneficial owner of such for all purposes including, but not limited to, payment of dividends and liquidation rights, provided that Executive Employee shall be bound by all of the provisions of the Stockholders' Agreement of even date herewith, among the Company, Executive Employee and the other stockholders of the Company (the "Stockholders' Agreement). (b) The certificates representing awarded Class C Shares shall not be delivered to Executive Employee until the restrictions as to such Class C Shares have lapsed. If Executive Employee's employment is terminated pursuant to Section 6 of this Employment Agreement on or before any applicable anniversary date as described in Section 3.3(a), Executive Employee shall forfeit to Holding all such Class C Shares for which the restrictions have not yet lapsed. In this regard, simultaneously with the issuance of certificates representing awarded Class C Shares, Executive Employee shall execute and deliver stock powers forfeiting to Holding Class C Shares awarded hereunder for which the restrictions have not yet lapsed in the event Executive Employee's employment is terminated pursuant to Section 6 of this Employment Agreement on or before any applicable anniversary date as described in Section 3.3(a). Executive Employee acknowledges that Class C Shares awarded hereunder shall be subject to the restrictions and risks of forfeiture contained herein and in the Stockholders' Agreement. (c) Subject to Section 3.3(h), Executive Employee hereby agrees that he shall pay to Holding, in cash, any foreign, United States federal, state or local taxes of any kind required by law to be withheld with respect to the Class C Shares awarded to him hereunder. If Executive Employee does not make such payment to Holding, then Holding shall have the right to deduct from any payment of any kind otherwise due to Executive Employee from Holding (or from any subsidiary of Holding), any foreign, United States federal, state or local taxes of any kind required by law to be withheld with respect to the Class C Shares awarded to Executive Employee hereunder. (d) Holding shall not issue Preferred Stock, Options or Warrants or any otherwise dilutive securities without the consent of the representative(s) of Key Equity Capital Corporation and the representative(s) of executive management on the Board of Directors and unless such securities are sold for fair market value, the proceeds of which are used for appropriate corporate purposes as determined by the Board of Directors. All shareholders of Class A, Class B or Class C Common Stock have the pre-emptive rights described in the Stockholders' Agreement.

RESTRICTED STOCK PROGRAM. (a) Holding hereby awards to Executive Employee 133.36 100.02 shares of restricted Class C Non-Voting Common Stock of Holding (the "Class C Shares"), which shall be subject to forfeiture in accordance with the provisions set forth herein. On each of the first four anniversary dates of this Employment Agreement, the restrictions shall lapse as to 25% of the Class C Shares so long as his her employment has not been terminated on or before such date pursuant to the provisions of Section 6 of this Employment Agreement. Subject to the forfeiture provisions set forth herein, Executive Employee shall be entitled to full and complete ownership of the Class C Shares and will be treated as the record and beneficial owner of such for all purposes including, but not limited to, payment of dividends and liquidation rights, provided that Executive Employee shall be bound by all of the provisions of the Stockholders' Agreement of even date herewith, among the Company, Executive Employee and the other stockholders of the Company (the "Stockholders' Agreement). (b) The certificates representing awarded Class C Shares shall not be delivered to Executive Employee until the restrictions as to such Class C Shares have lapsed. If Executive Employee's employment is terminated pursuant to Section 6 of this Employment Agreement on or before any applicable anniversary date as described in Section 3.3(a), Executive Employee shall forfeit to Holding all such Class C Shares for which the restrictions have not yet lapsed. In this regard, simultaneously with the issuance of certificates representing awarded Class C Shares, Executive Employee shall execute and deliver stock powers forfeiting to Holding Class C Shares awarded hereunder for which the restrictions have not yet lapsed in the event Executive Employee's employment is terminated pursuant to Section 6 of this Employment Agreement on or before any applicable anniversary date as described in Section 3.3(a). Executive Employee acknowledges that Class C Shares awarded hereunder shall be subject to the restrictions and risks of forfeiture contained herein and in the Stockholders' Agreement. (c) Subject to Section 3.3(h), Executive Employee hereby agrees that he she shall pay to Holding, in cash, any foreign, United States federal, state or local taxes of any kind required by law to be withheld with respect to the Class C Shares awarded to him her hereunder. If Executive Employee does not make such payment to Holding, then Holding shall have the right to deduct from any payment of any kind otherwise due to Executive Employee from Holding (or from any subsidiary of Holding), any foreign, United States federal, state or local taxes of any kind required by law to be withheld with respect to the Class C Shares awarded to Executive Employee hereunder. (d) Holding shall not issue Preferred Stock, Options or Warrants or any otherwise dilutive securities without the consent of the representative(s) of Key Equity Capital Corporation and the representative(s) of executive management on the Board of Directors and unless such securities are sold for fair market value, the proceeds of which are used for appropriate corporate purposes as determined by the Board of Directors. All shareholders of Class A, Class B or Class C Common Stock have the pre-emptive rights described in the Stockholders' Agreement.

RESTRICTED STOCK PROGRAM. (a) Holding hereby awards to Executive Employee 133.36 66.68 shares of restricted Class C Non-Voting Common Stock of Holding (the "Class C Shares"), which shall be subject to forfeiture in accordance with the provisions set forth herein. On each of the first four anniversary dates of this Employment Agreement, the restrictions shall lapse as to 25% of the Class C Shares so long as his employment has not been terminated on or before such date pursuant to the provisions of Section 6 of this Employment Agreement. Subject to the forfeiture provisions set forth herein, Executive Employee shall be entitled to full and complete ownership of the Class C Shares and will be treated as the record and beneficial owner of such for all purposes including, but not limited to, payment of dividends and liquidation rights, provided that Executive Employee shall be bound by all of the provisions of the Stockholders' Agreement of even date herewith, among the Company, Executive Employee and the other stockholders of the Company (the "Stockholders' Agreement"). (b) The certificates representing awarded Class C Shares shall not be delivered to Executive Employee until the restrictions as to such Class C Shares have lapsed. If Executive Employee's employment is terminated pursuant to Section 6 of this Employment Agreement on or before any applicable anniversary date as described in Section 3.3(a), Executive Employee shall forfeit to Holding all such Class C Shares for which the restrictions have not yet lapsed. In this regard, simultaneously with the issuance of certificates representing awarded Class C Shares, Executive Employee shall execute and deliver stock powers forfeiting to Holding Class C Shares awarded hereunder for which the restrictions have not yet lapsed in the event Executive Employee's employment is terminated pursuant to Section 6 of this Employment Agreement on or before any applicable anniversary date as described in Section 3.3(a). Executive Employee acknowledges that Class C Shares awarded hereunder shall be subject to the restrictions and risks of forfeiture contained herein and in the Stockholders' Agreement. (c) Subject to Section 3.3(h), Executive Employee hereby agrees that he shall pay to Holding, in cash, any foreign, United States federal, state or local taxes of any kind required by law to be withheld with respect to the Class C Shares awarded to him hereunder. If Executive Employee does not make such payment to Holding, then Holding shall have the right to deduct from any payment of any kind otherwise due to Executive Employee from Holding (or from any subsidiary of Holding), any foreign, United States federal, state or local taxes of any kind required by law to be withheld with respect to the Class C Shares awarded to Executive Employee hereunder. (d) Holding shall not issue Preferred Stock, Options or Warrants or any otherwise dilutive securities without the consent of the representative(s) of Key Equity Capital Corporation and the representative(s) of executive management on the Board of Directors and unless such securities are sold for fair market value, the proceeds of which are used for appropriate corporate purposes as determined by the Board of Directors. All shareholders of Class A, Class B or Class C Common Stock have the pre-emptive rights described in the Stockholders' Agreement.