Common use of Termination by Company other than for Cause Clause in Contracts

Termination by Company other than for Cause. Upon a Termination of Employment prior to the Vesting Date effected by the Company for any reason other than Cause (as described in Section 4(b)(v)), upon the Employee’s execution of a Separation Agreement and General Release in favor of the Company after the date of termination the Employee shall become vested in the following number of Restricted Shares: (A) If less than one-third (1/3) of the period between the Grant Date and the Vesting Date shown on Schedule 1 has elapsed all the Restricted Shares will be forfeited; (B) If at least one-third (1/3) but less than two-thirds (2/3s) of the period between the Grant Date and the Vesting Date shown on Schedule 1 has elapsed the number of Restricted Shares that become Vested Restricted Shares pursuant to this Section 4(b)(ii)(B) shall be the number that bears the same relation to all Restricted Shares as (1) the number of full calendar months elapsed from the Grant Date to the last date of Employee’s employment bears to (2) the number of full calendar months between the Grant Date and the Vesting Date, and the remaining Restricted Shares shall be forfeited; and (C) If at least two-thirds (2/3s) of the period between the Grant Date and Vesting Date has elapsed, all of the Restricted Shares shall fully vest and become Vested Restricted Shares. The Vested Restricted Shares shall be delivered within thirty (30) days from the date of the Employee’s execution of a Separation Agreement and General Release in favor of the Company. Notwithstanding the foregoing provisions of this Section 4(b)(ii), if the Employee refuses to sign, or elects to revoke during any permitted revocation period, the Separation Agreement and General Release, then the vesting of any Restricted Shares pursuant to this Section 4(b)(ii) shall not occur and all Restricted Shares shall be forfeited.

Termination by Company other than for Cause. Upon a Termination of Employment prior to the Vesting Date effected by the Company for any reason other than Cause (as described in Section 4(b)(v)), upon the later of (i) the termination date, and (ii) Employee’s execution of a Separation Agreement and General Release in favor of the Company and the Separation Agreement and General Release becoming effective after the date lapse of termination any permitted or required revocation period without the associated revocation rights being exercised by Employee, the Employee shall become vested in the following number of Restricted Shares: (A) If less than one-third (( 1/3) of the period between the Grant Date and the Vesting Date shown on Schedule 1 has elapsed all the Restricted Shares will be forfeited; (B) If at least one-third (( 1/3) but less than two-thirds (( 2/3s) of the period between the Grant Date and the Vesting Date shown on Schedule 1 has elapsed the number of Restricted Shares that become Vested Restricted Shares pursuant to this Section 4(b)(ii)(B) shall be the number that bears the same relation to all Restricted Shares as (1) the number of full calendar months elapsed from the Grant Date to the last date of Employee’s employment bears to (2) the number of full calendar months between the Grant Date and the Vesting Date, and the remaining Restricted Shares shall be forfeited; and; (C) If at least two-thirds (( 2/3s) of the period between the Grant Date and Vesting Date has elapsed, all of the Restricted Shares shall fully vest and become Vested Restricted Shares; and (D) Notwithstanding the provisions of Section 4(b)(ii)(A), (B) and (C), if the Employee is at least age 62, and at least 12 months and one day has elapsed since the Grant Date, all of the Restricted Shares shall fully vest and become Vested Restricted Shares. The Vested Restricted Shares shall be delivered within thirty (30) days from the date such shares have vested pursuant to the terms of the Employee’s execution of a Separation Agreement and General Release in favor of the Companythis Section 4(b)(ii). Notwithstanding the foregoing provisions of this Section 4(b)(ii), if the Employee refuses to sign, or elects to revoke during any permitted revocation period, the Separation Agreement and General Release, then the vesting of any Restricted Shares pursuant to this Section 4(b)(ii) shall not occur and all Restricted Shares shall be forfeited.