Common use of Restrictions on Transferability of the Shares Clause in Contracts

Restrictions on Transferability of the Shares. The Purchaser hereby agrees that the Purchaser shall not sell, assign, transfer, gift, devise, bequeath, deliver, pledge, hypothecate or otherwise dispose of any of the Shares, except as provided for in this Section 5. Any 4 4 disposition or purported disposition of Shares in violation of this Agreement shall be null and void and shall not be recorded on the books of the Company. Notwithstanding the foregoing: (a) Disposition of Vested Shares and Shares which are not Vested Shares. Shares which are "vested" in accordance with the following schedule (the "Vested Shares") may be disposed of in the manner set forth in Subsections (b) or (d) of this Section 5. Cumulative percentage of Shares which are Vested Shares Prior to October 1, 1996................................................... 0% October 1, 1996 to September 30, 1997..................................... 20 October 1, 1997 to September 30, 1998..................................... 40 October 1, 1998 to September 30, 1999..................................... 60 October 1, 1999 to September 30, 2000..................................... 80 After October 1, 2000.................................. 100 Shares which are not Vested Shares (the "Unvested Shares") may be disposed of only in the manner set forth in Subsections (c) or (d) of this Section 5. Notwithstanding the foregoing, all Shares shall become Vested Shares upon the occurrence of either of the following events: (i) the Purchaser's completion of one year of continuous employment as chief financial officer of a portfolio company (the "FMC Portfolio Company"), other than the Company, established by and capitalized by investment partnerships managed by Fostxx Xxxagement Company; or (ii) termination of the Purchaser's employment by the Company or the FMC Portfolio Company, if applicable, unless such termination is by the Company or the FMC Portfolio Company for Due Cause (as hereinafter defined). For purposes hereof, "Due Cause" shall mean (1) that the Purchaser, in carrying out the Purchaser's employment 5 5 duties, has been guilty of (A) willful or gross neglect or (B) willful or gross misconduct, resulting in either case in harm to the Company or the FMC Portfolio Company, if applicable; or (2) that the Purchaser has been charged with (A) a felony or (B) any crime or offense involving moral turpitude; or (3) a material breach by the Purchaser of any non-competition or confidentiality agreements between the Purchaser and the Company or the FMC Portfolio Company, if applicable. It is specifically understood that Shares shall not become Vested Shares pursuant to this clause (ii) if the Purchaser's employment is terminated by the Company for Due Cause, by reason of the Purchaser's resignation, death or disability or by reason of the Purchaser's transfer of employment from the Company to the FMC Portfolio Company.

Restrictions on Transferability of the Shares. The Purchaser hereby agrees that the Purchaser shall not sell, assign, transfer, gift, devise, bequeath, deliver, pledge, hypothecate or otherwise dispose of any of the Shares, except as provided for in this Section 5Agreement. Any 4 4 disposition or purported disposition of Shares in violation of this Agreement shall be null and void and shall not be recorded on the books of the Company. Notwithstanding the foregoing: (a) Disposition of Vested Shares and Shares which are not Vested Shares. Shares which are "vested" in accordance with the following schedule (the "Vested Shares") may be disposed of in the manner set forth in Subsections Subsection (b) or (d) of this Section 5. Cumulative percentage of Shares which are Vested Shares Prior to October 1--------------------- On or before December 5, 1996................................................... 1999.................. 0% October 1, 1996 to September 30, 1997..................................... 20 October 1, 1997 to September 30, 1998..................................... 40 October 1, 1998 to September 30, 1999..................................... 60 October 1December 6, 1999 to September 30December 5, 2000..................................... 80 After October 12000 .............................. 33 1/3 December 6, 2000.................................. 2000 to December 5, 2001............................... 66 2/3 On or after December 6, 2001................... 100 Shares which are not Vested Shares (the "Unvested Shares") may be disposed of only in the manner set forth in Subsections Subsection (c) or (d) of this Section 5. Notwithstanding the foregoing, all Shares shall become Vested Shares upon the occurrence of either of the following events: (i) the Purchaser's completion of one year of continuous employment as chief financial officer of a portfolio company (the "FMC Portfolio Company"), other than the Company, established by and capitalized by investment partnerships managed by Fostxx Xxxagement Company; or (ii) termination of the Purchaser's employment by the Company or the FMC Portfolio Company, if applicable, unless such termination is by the Company or the FMC Portfolio Company for Due Cause (as hereinafter defined). For purposes hereof, "Due Cause" shall mean (1) that the Purchaser, in carrying out the Purchaser's employment 5 5 duties, has been guilty of (A) willful or gross neglect or (B) willful or gross misconduct, resulting in either case in harm to the Company or the FMC Portfolio Company, if applicable; or (2) that the Purchaser has been charged with (A) a felony or (B) any crime or offense involving moral turpitude; or (3) a material breach by the Purchaser of any non-competition or confidentiality agreements between the Purchaser and the Company or the FMC Portfolio Company, if applicable. It is specifically understood that Shares shall not become Vested Shares pursuant to this clause (ii) if the Purchaser's employment is terminated by the Company for Due Cause, by reason of the Purchaser's resignation, death or disability or by reason of the Purchaser's transfer of employment from the Company to the FMC Portfolio Company.

Restrictions on Transferability of the Shares. The Purchaser hereby agrees that the Purchaser shall not sell, assign, transfer, gift, devise, bequeath, deliver, pledge, hypothecate or otherwise dispose of any of the Shares, except as provided for in this Section 5Agreement. Any 4 4 disposition or purported disposition of Shares in violation of this Agreement shall be null and void and shall not be recorded on the books of the Company. Notwithstanding the foregoing:: 4 4 (a) Disposition of Vested Shares and Shares which are not Vested Shares. Shares which are "vested" in accordance with the following schedule (the "Vested Shares") may be disposed of in the manner set forth in Subsections Subsection (b) or (d) of this Section 5. Cumulative percentage of Shares which are Vested Shares Prior to October 1--------------------- On or before June 22, 1996................................................... 1997............................................ 0% October 1, 1996 to September 30, 1997..................................... 20 October 1June 23, 1997 to September 30June 22, 1998..................................... 40 October 1......................................................... 20 June 23, 1998 to September 30June 22, 1999..................................... 60 October 1......................................................... 40 June 23, 1999 to September 30June 22, 2000..................................... 80 After October 1......................................................... 60 June 23, 2000.................................. 100 Shares which are not Vested Shares (the "Unvested Shares") may be disposed of only in the manner set forth in Subsections (c) or (d) of this Section 5. Notwithstanding the foregoing2000 to June 22, all Shares shall become Vested Shares upon the occurrence of either of the following events: (i) the Purchaser's completion of one year of continuous employment as chief financial officer of a portfolio company (the "FMC Portfolio Company"), other than the Company, established by and capitalized by investment partnerships managed by Fostxx Xxxagement Company; or (ii) termination of the Purchaser's employment by the Company or the FMC Portfolio Company, if applicable, unless such termination is by the Company or the FMC Portfolio Company for Due Cause (as hereinafter defined). For purposes hereof, "Due Cause" shall mean (1) that the Purchaser, in carrying out the Purchaser's employment 5 5 duties, has been guilty of (A) willful or gross neglect or (B) willful or gross misconduct, resulting in either case in harm to the Company or the FMC Portfolio Company, if applicable; or (2) that the Purchaser has been charged with (A) a felony or (B) any crime or offense involving moral turpitude; or (3) a material breach by the Purchaser of any non-competition or confidentiality agreements between the Purchaser and the Company or the FMC Portfolio Company, if applicable. It is specifically understood that Shares shall not become Vested Shares pursuant to this clause (ii) if the Purchaser's employment is terminated by the Company for Due Cause, by reason of the Purchaser's resignation, death or disability or by reason of the Purchaser's transfer of employment from the Company to the FMC Portfolio Company.2001......................................................... 80

Restrictions on Transferability of the Shares. The Purchaser hereby agrees that the Purchaser shall not sell, assign, transfer, gift, devise, bequeath, deliver, pledge, hypothecate or otherwise dispose of any of the Shares, except as provided for in this Section 5Agreement. Any 4 4 disposition or purported disposition of Shares in violation of this Agreement shall be null and void and shall not be recorded on the books of the Company. Notwithstanding the foregoing:: 4 4 (a) Disposition of Vested Shares and Shares which are not Vested Shares. Shares which are "vested" in accordance with the following schedule (the "Vested Shares") may be disposed of in the manner set forth in Subsections Subsection (b) or (d) of this Section 5. Cumulative percentage of Shares which are Vested Shares Prior to October 1---------------- On or before December 16, 1996................................................... 1997............................. 0% October 1, 1996 to September 30, 1997..................................... 20 October 1December 17, 1997 to September 30December 16, 1998..................................... 40 October 1.......................................... 20 December 17, 1998 to September 30December 16, 1999..................................... 60 October 1.......................................... 40 December 17, 1999 to September 30December 16, 2000..................................... .......................................... 60 December 17, 2000 to December 16, 2001.......................................... 80 After October 1On or after December 17, 2000.................................. 2001.............................. 100 Shares which are not Vested Shares (the "Unvested Shares") may be disposed of only in the manner set forth in Subsections Subsection (c) or (d) of this Section 5. Notwithstanding the foregoing, all Shares shall become Vested Shares upon the occurrence of either of the following events: (i) the Purchaser's completion of one year of continuous employment as chief financial officer of a portfolio company (the "FMC Portfolio Company"), other than the Company, established by and capitalized by investment partnerships managed by Fostxx Xxxagement Company; or (ii) termination of the Purchaser's employment by the Company or the FMC Portfolio Company, if applicable, unless such termination is by the Company or the FMC Portfolio Company for Due Cause (as hereinafter defined). For purposes hereof, "Due Cause" shall mean (1) that the Purchaser, in carrying out the Purchaser's employment 5 5 duties, has been guilty of (A) willful or gross neglect or (B) willful or gross misconduct, resulting in either case in harm to the Company or the FMC Portfolio Company, if applicable; or (2) that the Purchaser has been charged with (A) a felony or (B) any crime or offense involving moral turpitude; or (3) a material breach by the Purchaser of any non-competition or confidentiality agreements between the Purchaser and the Company or the FMC Portfolio Company, if applicable. It is specifically understood that Shares shall not become Vested Shares pursuant to this clause (ii) if the Purchaser's employment is terminated by the Company for Due Cause, by reason of the Purchaser's resignation, death or disability or by reason of the Purchaser's transfer of employment from the Company to the FMC Portfolio Company.

Restrictions on Transferability of the Shares. The Purchaser hereby agrees that the Purchaser shall not sell, assign, transfer, gift, devise, bequeath, deliver, pledge, hypothecate or otherwise dispose of any of the Shares, except as provided for in this Section 5Agreement. Any 4 4 disposition or purported disposition of Shares in violation of this Agreement shall be null and void and shall not be recorded on the books of the Company. Notwithstanding the foregoing: (a) Disposition of Vested Shares and Shares which are not Vested Shares. Shares which are "vested" in accordance with the following schedule (the "Vested Shares") may be disposed of in the manner set forth in Subsections Subsection (b) or (d) of this Section 5. Cumulative percentage of Shares which are Vested Shares Prior to October --------------------- On or before December 31, 2000.................. 0% January 1, 1996................................................... 0% October 2001 to December 31, 2001............................... 50 On or after January 1, 1996 to September 30, 1997..................................... 20 October 1, 1997 to September 30, 1998..................................... 40 October 1, 1998 to September 30, 1999..................................... 60 October 1, 1999 to September 30, 2000..................................... 80 After October 1, 2000.................................. 2002..................... 100 Shares which are not Vested Shares (the "Unvested Shares") may be disposed of only in the manner set forth in Subsections Subsection (c) or (d) of this Section 5. Notwithstanding the foregoing, all Shares shall become Vested Shares upon the occurrence of either of the following events: (i) the Purchaser's completion of one year of continuous employment as chief financial officer of a portfolio company (the "FMC Portfolio Company"), other than the Company, established by and capitalized by investment partnerships managed by Fostxx Xxxagement Company; or (ii) termination of the Purchaser's employment by the Company or the FMC Portfolio Company, if applicable, unless such termination is by the Company or the FMC Portfolio Company for Due Cause (as hereinafter defined). For purposes hereof, "Due Cause" shall mean (1) that the Purchaser, in carrying out the Purchaser's employment 5 5 duties, has been guilty of (A) willful or gross neglect or (B) willful or gross misconduct, resulting in either case in harm to the Company or the FMC Portfolio Company, if applicable; or (2) that the Purchaser has been charged with (A) a felony or (B) any crime or offense involving moral turpitude; or (3) a material breach by the Purchaser of any non-competition or confidentiality agreements between the Purchaser and the Company or the FMC Portfolio Company, if applicable. It is specifically understood that Shares shall not become Vested Shares pursuant to this clause (ii) if the Purchaser's employment is terminated by the Company for Due Cause, by reason of the Purchaser's resignation, death or disability or by reason of the Purchaser's transfer of employment from the Company to the FMC Portfolio Company.