Common use of Terms of the Restricted Stock Clause in Contracts

Terms of the Restricted Stock. (a) The Restricted Stock shall vest in accordance with the following schedule: (i) none until the expiration of one (1) year from Granting Date (the waiting period); (ii) 25% of all shares of Restricted Stock after one (1) year from Granting Date; (iii) 50% of all shares of Restricted Stock after two (2) years from Granting Date; (iv) 75% of all shares of the Restricted Stock after three (3) years from Granting Date; (v) 100% of all shares of the Restricted Stock after four (4) years from Granting Date. Upon vesting, the Restricted Stock shall be converted into unrestricted Common Stock of the Company. The vesting of the Restricted Stock is contingent upon Grantee’s continued employment or engagement with the Company and the Restricted Stock shall only vest on the dates set forth above if Grantee is then employed or engaged by the Company upon any such vesting date. (b) Notwithstanding the provisions of subparagraph (a) of paragraph 3 of this Agreement, in the event of a Change of Control of the Company, the Restricted Stock granted hereunder shall become immediately vest and be converted to unrestricted Common Stock of the Company. In the event of a Change of Control, the Company shall notify the Grantee as soon as practicable of the Grantee's rights hereunder. For purposes of this subparagraph (b), a "Change of Control" shall have the meaning set forth in Section 2.7 of the Plan. (c) In the event the job classification and/or duties of the Grantee shall be changed and such change shall, in the opinion of the Compensation Committee, reflect a lower job classification and/or a reduction in responsibility or duties of the Grantee, the Company shall have the right, exercisable by written notice to the Grantee, within ninety (90) days after such notice, to cancel and terminate Restricted Stock with respect to any and all unvested shares.