Common use of Shares Awarded Clause in Contracts

Shares Awarded. (a) Subject to the terms of this Agreement, provided that the Grantee is at such time employed by the Company or its Subsidiaries (as defined in the Plan), the Company shall issue to the Grantee, on _____________, 20__ (the “Vesting Date”) or as soon thereafter as is reasonably practicable but in no event later than 60 days after the Vesting Date, __________ shares of common stock, $.01 par value (“Common Stock”), of the Company (the “Shares”), which Shares shall be fully vested on the Vesting Date but shall be subject to the restrictions set forth herein. (b) The Shares are granted pursuant to the Company’s 2007 Long Term Incentive Plan (the “Plan”). The Shares are subject to all of the applicable provisions of the Plan which are incorporated herein by reference, and any conflict between the terms of this Agreement and those of the Plan shall be resolved in favor of the terms of the Plan. (c) Notwithstanding anything to the contrary herein contained, in the event (i) that the Grantee’s employment is terminated by reason of the Grantee’s death or Disability (as such term is defined in the Plan), or (ii) upon the occurrence of a Change in Control (as defined below), then in any such case, all of the Shares shall be deemed immediately vested and the Shares shall be distributed to the Grantee or his or her estate (as applicable) as promptly as possible thereafter but in no event later than 60 days following the vesting date. (d) A “Change in Control” shall be deemed to have occurred if: (i) the stockholders of the Company shall have approved: (A) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of Common Stock would be converted into cash, securities or other property, other than a merger of the Company in which the holders of Common Stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger; (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company; or (C) the adoption of any plan or proposal for the liquidation or dissolution of the Company; (ii) any person (as defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), corporation or other entity (other than the Company or any employee benefit plan sponsored by the Company or any subsidiary) shall have become the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the issued and outstanding Common Stock; or (iii) individuals who on the date of the adoption of the Plan constituted the entire Board of Directors shall have ceased for any reason to constitute a majority unless the election, or the nomination for election by the Company’s stockholders, of each new director was approved by a vote of at least a majority of the directors then still in office.

Shares Awarded. (a) Subject to the terms of this Agreement, provided that the Grantee is at such time employed by the Company or its Subsidiaries (as defined in the Plan), the Company shall issue to the Grantee, on _____________, 20__ 20 (the “Vesting Date”) or as soon thereafter as is reasonably practicable but in no event later than 60 days after the Vesting Date, __________ shares of common stock, $.01 par value (“Common Stock”), of the Company (the “Shares”), which Shares shall be fully vested on the Vesting Date but shall be subject to the restrictions set forth herein. (b) The Shares are granted pursuant to the Company’s 2007 Long Term Incentive Plan (the “Plan”). The Shares are subject to all of the applicable provisions of the Plan which are incorporated herein by reference, and any conflict between the terms of this Agreement and those of the Plan shall be resolved in favor of the terms of the Plan. (c) Notwithstanding anything to the contrary herein contained, in the event (i) that the Grantee’s employment is terminated by reason of the Grantee’s death or Disability (as such term is defined in the Plan), or (ii) upon the occurrence of a Change in Control (as defined below), then in any such case, all of the Shares shall be deemed immediately vested and the Shares shall be distributed to the Grantee or his or her estate (as applicable) as promptly as possible thereafter but in no event later than 60 days following the vesting date. (d) A “Change in Control” shall be deemed to have occurred if: (i) the stockholders of the Company shall have approved: (A) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of Common Stock would be converted into cash, securities or other property, other than a merger of the Company in which the holders of Common Stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger; (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company; or (C) the adoption of any plan or proposal for the liquidation or dissolution of the Company; (ii) any person (as defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), corporation or other entity (other than the Company or any employee benefit plan sponsored by the Company or any subsidiary) shall have become the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the issued and outstanding Common Stock; or (iii) individuals who on the date of the adoption of the Plan constituted the entire Board of Directors shall have ceased for any reason to constitute a majority unless the election, or the nomination for election by the Company’s stockholders, of each new director was approved by a vote of at least a majority of the directors then still in office.