Common use of Vesting Agreements Clause in Contracts

Vesting Agreements. (a) The parties hereto acknowledge and agree that certain of the shares of Common Stock of the Company deposited with the Trustee hereunder by each Shareholder are subject to the Amended and Restated Vesting Agreement dated as of October ___, 1997 of such Shareholder with the Company. The Trustee agrees to comply with Section 2 of the Vesting Agreement of each Shareholder with respect to the repurchase of a Shareholder's Common Stock, as if the Trustee were the Shareholder party to such Vesting Agreement. Anything contained herein to the contrary notwithstanding, if any shares of Common Stock of a Shareholder held by the Trustee hereunder are purchased by the Company pursuant to Section 2 of the Vesting Agreement of such Shareholder, the Trustee shall distribute the proceeds received in respect of such shares to the Shareholder, and the Shareholder shall deliver its voting trust certificate to the Trustee, and the Trustee shall cancel such certificate and issue a new voting trust certificate for the remaining shares of Common Stock held in trust for such Shareholder.

Vesting Agreements. (a) The parties hereto acknowledge and agree that certain of the shares of Common Stock of the Company deposited with the Trustee hereunder by each Shareholder are subject to the Amended and Restated Vesting Agreement dated as of October ___24, 1997 of such Shareholder with the Company. The Trustee agrees to comply with Section 2 of the Vesting Agreement of each Shareholder with respect to the repurchase of a Shareholder's Common Stock, as if the Trustee were the Shareholder party to such Vesting Agreement. Anything contained herein to the contrary notwithstanding, if any shares of Common Stock of a Shareholder held by the Trustee hereunder are purchased by the Company pursuant to Section 2 of the Vesting Agreement of such Shareholder, the Trustee shall distribute the proceeds received in respect of such shares to the Shareholder, and the Shareholder shall deliver its voting trust certificate to the Trustee, and the Trustee shall cancel such certificate and issue a new voting trust certificate for the remaining shares of Common Stock held in trust for such Shareholder.