Common use of Restrictions; Vesting Clause in Contracts

Restrictions; Vesting. The Shares shall remain restricted and subject to the transfer and other restrictions set forth in Section 5 hereof unless and until such Shares vest and become nonforfeitable hereunder. The Shares shall vest and become nonforfeitable hereunder in accordance with the following schedule: Years From Percent Date of Grant Vested ------------- ------- Less than 1 0% 1 25% 2 50% 3 75% 4 100% The Recipient acknowledges and agrees that the Compensation Committee of the Board of Directors of the Company (the "Committee"), subject to the provisions of Section 13 hereof, shall have the authority to change, adjust or modify the vesting provisions of this Section 2(a) subsequent to the date hereof in any manner deemed equitable by the Committee to reflect changes in the Company's financial condition, results of operation, capital structure or other matters which occur subsequent to the date hereof, and all such changes, adjustments or modifications effected by the Committee under this Section 2(a) shall be final, conclusive and binding on the Recipient.

Restrictions; Vesting. The Shares shall remain restricted and subject to the transfer and other restrictions set forth in Section 5 hereof unless and until such Shares vest and become nonforfeitable hereunder. The Shares shall vest and become nonforfeitable hereunder upon the occurrence of both of the following events: (i) reporting by the Company of net income per share of at least $1.00 for a fiscal year, and (ii) the vesting under the Medaphis Corporation Re-Engineering, Consolidation and Business Improvement Cash Incentive Plan dated February 21, 1996 of the awards granted pursuant to such plan in accordance with the following schedule: Years From Percent Date terms of Grant Vested ------------- ------- Less than 1 0% 1 25% 2 50% 3 75% 4 100% such plan. The Recipient acknowledges and agrees that the Compensation Committee of the Board of Directors of the Company (the "Committee"), subject to the provisions of Section 13 hereof, ) shall have the authority to change, adjust or modify the vesting provisions of this Section 2(a) subsequent to the date hereof in any manner deemed equitable by the Committee to reflect changes in the Company's financial condition, results of operation, capital structure or other matters which occur subsequent to the date hereof, and all such changes, adjustments or modifications effected by the Committee under this Section 2(a) shall be final, conclusive and binding on the Recipient.