Common use of Unvested and Vested Shares Clause in Contracts

Unvested and Vested Shares. Shares of Parent’s common stock (that are a Principal’ part of the Closing Merger Consideration) that are vested pursuant to the schedule set forth herein are "Vested Shares". Shares of Parent’s common stock (that are a Principals’ part of the Closing Merger Consideration) that are not vested pursuant to the schedule set forth herein are "Unvested Shares". Unvested Shares may not be sold or otherwise transferred by a Principal without the Parent's prior written consent. On the Effective Date all of the Closing Merger Consideration held by the Principals will be Unvested Shares. If a Principal has continuously been Engaged or Employed by the Parent or any subsidiary or parent entity of the Parent, at all times from the Effective Date until June 22, 2005 (the "First Vesting Date"), then on the First Vesting Date 1/24th of the such Principals’ Merger Consideration will become Vested Shares; and thereafter, for so long (and only for so long) as such Principal remains Engaged or Employed by the Parent or any subsidiary or parent of the Parent, at all times after the First Vesting Date, an additional 1/24th of such Principals’ Merger Consideration will become Vested Shares upon the expiration of each full month elapsed after the First Vesting Date. No Shares will become Vested Shares after the Termination Date. If the application of the vesting percentage results in a fractional share, such share shall be rounded up to the nearest whole share for each month except for the last month in such vesting period, at the end of which last month the balance of Unvested Shares shall become fully Vested Shares.

Unvested and Vested Shares. Shares of Parent’s common stock (that are a Principal’ part of the Closing Merger Consideration) that are vested pursuant to the schedule set forth herein in this Section 3.2 are "Vested Shares". VESTED SHARES." Shares of Parent’s common stock (that are a Principals’ part of the Closing Merger Consideration) that are not vested pursuant to the schedule set forth herein in this Section 3.2 are "Unvested Shares". UNVESTED SHARES." Unvested Shares may not be sold or otherwise transferred by a Principal Participant without the ParentCompany's prior written consent. On the Effective Date all of the Closing Merger Consideration held by the Principals Shares will be Unvested Shares. If a Principal Participant has continuously been Engaged or Employed by the Parent or any subsidiary or parent entity of the Parent, employed at all times from the Effective Date until June 22, 2005 the first anniversary of the Effective Date (the "First Vesting DateFIRST VESTING DATE"), then on the First Vesting Date 1/24th [_______] of the such Principals’ Merger Consideration Shares will become Vested Shares; and thereafter, for so long (and only for so long) as such Principal remains Engaged or Employed by the Parent or any subsidiary or parent of the Parent, if Participant has continuously been employed at all times after from the First Vesting DateDate until the second anniversary of the Effective Date (the "SECOND VESTING DATE"), an additional 1/24th then on the Second Vesting Date [_______] of such Principals’ Merger Consideration the Shares will become Vested Shares. If the application of the vesting percentage causes a fractional share, such share shall be rounded down to the nearest whole share except for the last installment in such vesting period, at the end of which the balance of Unvested Shares upon the expiration of each full month elapsed after the First Vesting Dateshall become Vested Shares. No Shares will become Vested Shares after the Termination Date. If The number of Shares that are Vested Shares or Unvested Shares will be proportionally adjusted for any stock split or similar change in the application capital structure of the vesting percentage results Company as set forth in Section 2.2 of the Plan. Any new, additional or different securities the Participant may become entitled to receive with respect to Unvested Shares by virtue of a fractional sharestock dividend, such share shall stock split or any other change in the corporate or capital structure of the Company will be rounded up subject to the nearest whole share for each month except for the last month in same restrictions as such vesting period, Unvested Shares; and Participant will have no right to retain such stock dividends or stock distributions with respect to Unvested Shares that are repurchased at the end of which last month the balance of Unvested Shares shall become fully Vested SharesRepurchase Price (defined below).

Unvested and Vested Shares. Shares of Parent’s common stock (that are a Principal’ part of the Closing Merger Consideration) that are vested pursuant to the schedule set forth herein are "“Vested Shares"”. Shares of Parent’s common stock (that are a Principals’ part of the Closing Merger Consideration) that are not vested pursuant to the schedule set forth herein are "“Unvested Shares"”. Unvested Shares may not be sold or otherwise transferred by a Principal Purchaser without the Parent's Company’s prior written consent. On the Effective Date Date, all of the Closing Merger Consideration held by the Principals Shares will be Unvested Shares. If a Principal has continuously been Engaged or Employed by Upon the Parent or any subsidiary or parent entity closing of the Parent, at all times from Company’s first sale of its preferred stock in one transaction or a series of related transactions for an aggregate purchase price to the Effective Date until June 22, 2005 Company of not less than $1,000,000 (the "First Vesting “Qualified Financing Closing Date"”), then on the First Vesting Date 1/24th 25% of the such Principals’ Merger Consideration Shares will become Vested Shares; and thereafter. Thereafter, for so long (and only for so long) as such Principal Purchaser remains Engaged or Employed continuously employed by the Parent Company or any subsidiary or parent of the ParentCompany, at all times after the First Vesting Qualified Financing Closing Date, an additional 1/24th 25% of such Principals’ Merger Consideration the Shares will become Vested Shares upon the first anniversary of the Qualified Financing Closing Date and an additional 2.0833% of the Shares will become Vested Shares upon the expiration of each full month elapsed after the First Vesting first anniversary of the Qualified Financing Closing Date. No Shares will become Vested Shares after the Termination Date. If the application of the vesting percentage results in a fractional share, such share shall be rounded up to the nearest whole share for each month except for the last month in such vesting period, at the end of which last month the balance of Unvested Shares shall become fully Vested Shares.

Unvested and Vested Shares. Shares of Parent’s common stock (that are a Principal’ part of the Closing Merger Consideration) that are vested pursuant to -------------------------- the schedule set forth herein are "Vested Shares". Shares of Parent’s common stock (that are a Principals’ part of the Closing Merger Consideration) that are not vested pursuant to the schedule set forth herein are "Unvested Shares". Unvested Shares may not be sold or otherwise transferred by a Principal Purchaser without the ParentCompany's prior written consent. On the Effective Date all __________of the Closing Merger Consideration held by the Principals Shares will be Unvested Shares. If a Principal has continuously been Engaged or Employed by the Parent or any subsidiary or parent entity of the Parent, at all times from the Effective Date until June 22, 2005 (the "First Vesting Date"), then on the First Vesting Date 1/24th of the such Principals’ Merger Consideration will become Vested Shares; and thereafter, for For so long (and only for so long) as such Principal Purchaser remains Engaged or Employed continuously employed by the Parent Company or any subsidiary Subsidiary or parent Parent of the ParentCompany, at all times after the First Vesting Effective Date, 1/4 of the originally Unvested Shares will become Vested Shares one year following the Effective Date and an additional 1/24th 1/48 of such Principals’ Merger Consideration the originally Unvested Shares will become Vested Shares upon the expiration of each full succeeding month elapsed after thereafter; provided, however, that all Unvested Shares shall become Vested Shares immediately prior to the First Vesting Dateclosing of a Change of Control (as defined below). No Unvested Shares will become Vested Shares after the Termination Date. If the application of the vesting percentage results in causes a fractional share, such share shall be rounded up down to the nearest whole share for each month except for the last month in such vesting period, at the end of which last month the balance of Unvested Shares shall become fully Vested Shares. A "Change of Control" shall mean the occurrence of any of the following events: (i) a merger, reorganization or consolidation of the Company in which the shareholders of the Company before such merger, reorganization or consolidation own less than fifty percent (50%) of the outstanding voting equity securities of the Company or entity surviving such merger, reorganization or consolidation, (ii) a sale or other transfer of all or substantially all of the assets of the Company, or (iii) a transfer of more than fifty percent (50%) of the outstanding voting equity securities of the Company in one transaction or a series of related transactions.