Common use of Restriction Period and Vesting Clause in Contracts

Restriction Period and Vesting. (a) The Award shall vest (i) with respect to one-third of the aggregate number of shares of Stock subject to the Award on each anniversary of the Grant Date during the years 2001 through 2003, inclusive, or (ii) earlier (x) pursuant to Section 4(b) hereof, (y) upon any termination of the Holder's employment with the Company unless such termination of employment constitutes a "Nonqualifying Termination," as such term is defined in the Holder's Severance Agreement with the Company dated May 6, 1996 (the "Severance Agreement"), or (z) upon a "Change in Control" as that term is defined in the Severance Agreement (the "Restriction Period"). (b) If the Holder's employment by the Company terminates by reason of retirement other than for Good Reason (as defined in the Severance Agreement) on or after age 65, Disability or death, the Award shall become fully vested as of the effective date of the Holder's termination of employment or the date of death, as the case may be. (c) If the Holder's employment by the Company terminates for any reason other than Good Reason, retirement on or after age 65 other than for Good Reason, Disability or death or is terminated by the Company for Cause (as defined in the Severance Agreement), if the Award has not vested as of the effective date of the Holder's termination of employment or death, as the case may be, such Award shall be forfeited by the Holder and shall be canceled by the Company.

Restriction Period and Vesting. (a) The Award shall vest (i) with respect to one-third of the aggregate number of shares of Stock subject to the Award on each anniversary of the Grant Date during the years 2001 _____ through 2003_____, inclusive, or (ii) earlier (x) pursuant to Section 4(b) hereof, (y) upon any termination of the Holder's employment with the Company unless such termination of employment constitutes a "Nonqualifying Termination," as such term is defined in the Holder's Severance Agreement with the Company dated May 6, 1996 ______ (the "Severance Agreement"), or (z) upon a "Change in Control" as that term is defined in the Severance Agreement (the "Restriction Period"). (b) If the Holder's employment by the Company terminates by reason of retirement other than for Good Reason (as defined in the Severance Agreement) on or after age 65, Disability or death, the Award shall become fully vested as of the effective date of the Holder's termination of employment or the date of death, as the case may be. (c) If the Holder's employment by the Company terminates for any reason other than Good Reason, retirement on or after age 65 other than for Good Reason, Disability or death or is terminated by the Company for Cause (as defined in the Severance Agreement), if the Award has not vested as of the effective date of the Holder's termination of employment or death, as the case may be, such Award shall be forfeited by the Holder and shall be canceled by the Company.

Restriction Period and Vesting. (a) The Award shall vest (i) with respect to one-third of the aggregate number of shares of Stock subject to the Award on each anniversary of the Grant Date during the years 2001 2004 through 20032006, inclusive, or (ii) earlier (x) pursuant to Section 4(b) hereof, (y) upon any termination of the Holder's employment with the Company unless such termination of employment constitutes a "Nonqualifying Termination," as such term is defined in the Holder's Severance Agreement with the Company dated May 6MAY 7, 1996 (the "Severance Agreement"), or (z) upon a "Change in Control" as that term is defined in the Severance Agreement (the "Restriction Period"). (b) If the Holder's employment by the Company terminates by reason of retirement other than for Good Reason (as defined in the Severance Agreement) on or after age 65, Disability or death, the Award shall become fully vested as of the effective date of the Holder's termination of employment or the date of death, as the case may be. (c) If the Holder's employment by the Company terminates for any reason other than Good Reason, retirement on or after age 65 other than for Good Reason, Disability or death or is terminated by the Company for Cause (as defined in the Severance Agreement), if the Award has not vested as of the effective date of the Holder's termination of employment or death, as the case may be, such Award shall be forfeited by the Holder and shall be canceled by the Company.

Restriction Period and Vesting. (a) The Award shall vest (i) with respect to one-third of the aggregate number of shares of Common Stock subject to the Award on each the first anniversary of the Grant Date, (ii) with respect to one half of the unvested shares then subject to the Award on the second anniversary of the Grant Date, (iii) with respect to all of the unvested shares then subject to the Award on the third anniversary of the Grant Date during the years 2001 through 2003, inclusive, or (iiiv) earlier (x) pursuant to Section Sections 4(b) and 4(c) hereof, (y) upon any termination of the Holder's employment with the Company unless such termination of employment constitutes a "Nonqualifying Termination," as such term is defined in the Holder's Severance Agreement with the Company dated May 6, 1996 (the "Severance Agreement"), or (z) upon a "Change in Control" as that term is defined in the Severance Agreement (the "Restriction Period"). (b) If the Holder's employment by the Company terminates by reason of of: (i) retirement other than for Good Reason (as defined in the Severance Agreement) on or after age 6562 and a minimum of 5 years of employment with the Company, Disability (ii) an Involuntary Termination of Employment, (iii) disability or (iv) death, the Award shall become fully vested as of the effective date of the Holder's termination of employment or the date of death, as the case may be. (c) If The Award shall become fully vested upon a Change of Control of the Holder's employment by Company. (d) Except as set forth in Sections 4(b) and 4(c) hereof, the Company terminates for any reason other than Good Reason, retirement on or after age 65 other than for Good Reason, Disability or death or is terminated by the Company for Cause (as defined in the Severance Agreement), if portion of the Award has which is not vested as of the effective date of the Holder's termination of employment or death, as with the case may be, such Award Company shall be forfeited by the Holder as of the effective date of the Holder's termination of employment and such portion shall be canceled by the Company.

Restriction Period and Vesting. (a) The Award shall vest (i) with respect to one-third of the aggregate number of shares of Stock subject to the Award on each anniversary of the Grant Date during the years 2001 2003 through 20032005, inclusive, or (ii) earlier (x) pursuant to Section 4(b) hereof, (y) upon any termination of the Holder's employment with the Company unless such termination of employment constitutes a "Nonqualifying Termination," as such term is defined in the Holder's Severance Agreement with the Company dated May 6MAY 7, 1996 (the "Severance Agreement"), or (z) upon a "Change in Control" as that term is defined in the Severance Agreement (the "Restriction Period"). (b) If the Holder's employment by the Company terminates by reason of retirement other than for Good Reason (as defined in the Severance Agreement) on or after age 65, Disability or death, the Award shall become fully vested as of the effective date of the Holder's termination of employment or the date of death, as the case may be. (c) If the Holder's employment by the Company terminates for any reason other than Good Reason, retirement on or after age 65 other than for Good Reason, Disability or death or is terminated by the Company for Cause (as defined in the Severance Agreement), if the Award has not vested as of the effective date of the Holder's termination of employment or death, as the case may be, such Award shall be forfeited by the Holder and shall be canceled by the Company.