Common use of Vesting, Forfeiture or Early Vesting of Unvested Awarded Shares Clause in Contracts

Vesting, Forfeiture or Early Vesting of Unvested Awarded Shares. (a) Except as provided in this Section 2.2, the Awarded Shares shall remain unvested and subject to the restrictions of this Section 2.2 and Section 2.3 until the third annual meeting of stockholders of the Issuer that follows the Date of Grant of the Awarded Shares (the "Vesting Period"). (i) So long as the Executive's Service continues, the Awarded Shares shall vest in the Executive (and shall no longer be subject to the restrictions of this Section 2.2 and Section 2.3 hereof) in accordance with the following vesting schedule(rounded up to the nearest whole share): Vesting Schedule Percentage of Cumulative Vesting Date Awarded Percentage of Shares Vesting Awarded Shares Vested Date of 1st annual 15% 15% meeting of stockholders following Date of Grant Date of 2nd annual 35% 50% meeting of stockholders following Date of Grant Date of 3rd annual 50% 100% meeting of stockholders following Date of Grant (ii) If the Executive ceases to perform Service by reason of death, Disability or Retirement, all Awarded Shares not previously vested pursuant to this Section 2.2 shall thereupon immediately vest in the Executive (or in the case of death, in the person or persons to whom the Awarded Shares pass by will or by the laws of descent and distribution) or his permitted transferees pursuant to Section 2.3(a) and shall no longer be subject to the restrictions of this Section 2.2 and Section 2.3 hereof. (iii) If the Executive voluntarily terminates Service or his Service is involuntarily terminated for "cause", as determined in good faith by the Board or Committee (which determination shall be binding on both the Company and the Executive and/or his permitted transferee(s) pursuant to Section 2.3(a)), the Awarded Shares not previously vested pursuant to this Section 2.2 shall thereupon be forfeited in their entirety to the Issuer without any further action by the Issuer or the Executive and for no consideration. (iv) If the Executive's Service is involuntarily terminated without cause, the Awarded Shares not previously vested pursuant to this Section 2.2 shall thereupon be forfeited in their entirety to the Issuer without any further action by the Issuer or the Executive and for no consideration; provided, however, that the Committee may, in its sole discretion, waive the forfeiture of all or any portion of the unvested Awarded Shares and such shares shall thereupon immediately vest in the Executive and no longer be subject to the restrictions of this Section 2.2 and Section 2.3 hereof. (b) Notwithstanding any of the foregoing, if a Change in Control occurs during the Vesting Period and prior to any forfeiture of all or any portion of the Awarded Shares pursuant to this Section 2.2, all Awarded Shares that were not previously vested pursuant to this Section 2.2 and not forfeited by termination of the Executive's Service prior to the occurrence of the Change in Control shall thereupon immediately vest in the Executive and the restrictions of this Section 2.2 and Section 2.3 shall terminate.

Vesting, Forfeiture or Early Vesting of Unvested Awarded Shares. (a) Except Unless vested earlier or forfeited as provided in this Section 2.2(b) or (c) below, the Awarded Shares shall become vested in the Executive on the third anniversary of the Date of Grant, and shall thereon be released from escrow and delivered to the Executive, subject to the satisfaction of the condition set forth in Section 2.1 above. ------------- /1/ Capitalized terms not otherwise defined herein are defined in Section 8 below. (b) The Awarded Shares shall remain unvested and subject to the restrictions of this Section 2.2 and Section 2.3 until the third annual meeting anniversary of stockholders of the Issuer that follows the Date of Grant of the Awarded Shares (the "Vesting Period").. If the Executive's Service terminates during the Vesting Period, the following shall occur: (i) So long as the Executive's Service continues, the Awarded Shares shall vest in the Executive (and shall no longer be subject to the restrictions of this Section 2.2 and Section 2.3 hereof) in accordance with the following vesting schedule(rounded up to the nearest whole share): Vesting Schedule Percentage of Cumulative Vesting Date Awarded Percentage of Shares Vesting Awarded Shares Vested Date of 1st annual 15% 15% meeting of stockholders following Date of Grant Date of 2nd annual 35% 50% meeting of stockholders following Date of Grant Date of 3rd annual 50% 100% meeting of stockholders following Date of Grant (ii) If if the Executive ceases to perform Service by reason of death, Disability or Retirement, all Awarded Shares not previously vested pursuant to this Section 2.2 shall thereupon immediately vest in the Executive (or in the case of death, in the person or persons to whom the Awarded Shares pass by will or by the laws of descent and distribution) or his permitted transferees pursuant to Section 2.3(a) and shall no longer be subject to the restrictions of this Section 2.2 and Section 2.3 hereof. (iiiii) If the Executive voluntarily terminates Service or his Service is involuntarily terminated for "cause", as determined in good faith by the Board or Committee (which determination shall be binding on both the Company and the Executive and/or his permitted transferee(s) pursuant to Section 2.3(a)), the Awarded Shares not previously vested pursuant to this Section 2.2 shall thereupon be forfeited in their entirety to the Issuer without any further action by the Issuer or the Executive and for no consideration. (iviii) If the Executive's Service is involuntarily terminated without cause, the Awarded Shares not previously vested pursuant to this Section 2.2 shall thereupon be forfeited in their entirety to the Issuer without any further action by the Issuer or the Executive and for no consideration; provided, however, that the Committee may, in its sole discretion, waive the forfeiture of all or any portion of the unvested Awarded Shares and such shares shall thereupon immediately vest in the Executive and no longer be subject to the restrictions of this Section 2.2 and Section 2.3 hereof. (bc) Notwithstanding any of the foregoing, if a Change in Control occurs during the Vesting Period and prior to any forfeiture of all or any portion of the Awarded Shares pursuant to this Section 2.2, all Awarded Shares that were not previously vested pursuant to this Section 2.2 and not forfeited by termination of the Executive's Service prior to the occurrence of the Change in Control shall thereupon immediately vest in the Executive and the restrictions of this Section 2.2 and Section 2.3 shall terminate.

Vesting, Forfeiture or Early Vesting of Unvested Awarded Shares. (a) Except Unless vested earlier or forfeited as provided in this Section 2.2(b) or (c) below, the Awarded Shares shall become vested in the Executive on the third anniversary of the Date of Grant, and shall thereon be released from escrow and delivered to the Executive, subject to the satisfaction of the condition set forth in Section 2.1 above. (b) The Awarded Shares shall remain unvested and subject to the restrictions of this Section 2.2 and Section 2.3 until the third annual meeting anniversary of stockholders of the Issuer that follows the Date of Grant of the Awarded Shares (the "Vesting Period").. If the Executive's Service terminates during the Vesting Period, the following shall occur: (i) So long as the Executive's Service continues, the Awarded Shares shall vest in the Executive (and shall no longer be subject to the restrictions of this Section 2.2 and Section 2.3 hereof) in accordance with the following vesting schedule(rounded up to the nearest whole share): Vesting Schedule Percentage of Cumulative Vesting Date Awarded Percentage of Shares Vesting Awarded Shares Vested Date of 1st annual 15% 15% meeting of stockholders following Date of Grant Date of 2nd annual 35% 50% meeting of stockholders following Date of Grant Date of 3rd annual 50% 100% meeting of stockholders following Date of Grant (ii) If if the Executive ceases to perform Service by reason of death, Disability or Retirement, all Awarded Shares not previously vested pursuant to this Section 2.2 shall thereupon immediately vest in the Executive (or in the case of death, in the person or persons to whom the Awarded Shares pass by will or by the laws of descent and distribution) or his permitted transferees pursuant to Section 2.3(a) and shall no longer be subject to the restrictions of this Section 2.2 and Section 2.3 hereof. (iiiii) If the Executive voluntarily terminates Service or his Service is involuntarily terminated for "cause", as determined in good faith by the Board or Committee (which determination shall be binding on both the Company and the Executive and/or his permitted transferee(s) pursuant to Section 2.3(a)), the Awarded Shares not previously vested pursuant to this Section 2.2 shall thereupon be forfeited in their entirety to the Issuer without any further action by the Issuer or the Executive and for no consideration. (iviii) If the Executive's Service is involuntarily terminated without cause, the Awarded Shares not previously vested pursuant to this Section 2.2 shall thereupon be forfeited in their entirety to the Issuer without any further action by the Issuer or the Executive and for no consideration; provided, however, that the Committee may, in its sole discretion, waive the forfeiture of all or any portion of the unvested Awarded Shares and such shares shall thereupon immediately vest in the Executive and no longer be subject to the restrictions of this Section 2.2 and Section 2.3 hereof. (bc) Notwithstanding any of the foregoing, if a Change in Control occurs during the Vesting Period and prior to any forfeiture of all or any portion of the Awarded Shares pursuant to this Section 2.2, all such unvested Awarded Shares that were not previously vested pursuant to this Section 2.2 and not forfeited by termination of the Executive's Service prior to the occurrence of the Change in Control shall thereupon immediately vest in the Executive and the restrictions of this Section 2.2 and Section 2.3 shall terminate.

Vesting, Forfeiture or Early Vesting of Unvested Awarded Shares. (a) Except Unless vested earlier or forfeited as provided in this Section 2.2(b) or (c) below, the Awarded Shares shall become vested in the Executive on the third anniversary of the Date of Grant, and shall thereon be released from escrow and delivered to the Executive, subject to the satisfaction of the condition set forth in Section 2.1 above. (b) The Awarded Shares shall remain unvested and subject to the restrictions of this Section 2.2 and Section 2.3 until the third annual meeting anniversary of stockholders of the Issuer that follows the Date of Grant of the Awarded Shares (the "Vesting Period").. If the Executive's Service terminates during the Vesting Period, the following shall occur: (i) So long as the Executive's Service continues, the Awarded Shares shall vest in the Executive (and shall no longer be subject to the restrictions of this Section 2.2 and Section 2.3 hereof) in accordance with the following vesting schedule(rounded up to the nearest whole share): Vesting Schedule Percentage of Cumulative Vesting Date Awarded Percentage of Shares Vesting Awarded Shares Vested Date of 1st annual 15% 15% meeting of stockholders following Date of Grant Date of 2nd annual 35% 50% meeting of stockholders following Date of Grant Date of 3rd annual 50% 100% meeting of stockholders following Date of Grant (ii) If if the Executive ceases to perform Service by reason of death, Disability or Retirement, all Awarded Shares not previously vested pursuant to this Section 2.2 shall thereupon immediately vest in the Executive (or in the case of death, in the person or persons to whom the Awarded Shares pass by will or by the laws of descent and distribution) or his permitted transferees pursuant to Section 2.3(a) and shall no longer be subject to the restrictions of this Section 2.2 and Section 2.3 hereof. (iiiii) If the Executive voluntarily terminates Service or his Service is involuntarily terminated for "cause", as determined in good faith by the Board or Committee (which determination shall be binding on both the Company and the Executive and/or his permitted transferee(s) pursuant to Section 2.3(a)), the Awarded Shares not previously vested pursuant to this Section 2.2 shall thereupon be forfeited in their entirety to the Issuer without any further action by the Issuer or the Executive and for no consideration. (iviii) If the Executive's Service is involuntarily terminated without cause, the Awarded Shares not previously vested pursuant to this Section 2.2 shall thereupon be forfeited in their entirety to the Issuer without any further action by the Issuer or the Executive and for no consideration; provided, however, that the Committee may, in its sole discretion, waive the forfeiture of all or any portion of the unvested Awarded Shares and such shares shall thereupon immediately vest in the Executive and no longer be subject to the restrictions of this Section 2.2 and Section 2.3 hereof. (bc) Notwithstanding any of the foregoing, if a Change in Control occurs during the Vesting Period and prior to any forfeiture of all or any portion of the Awarded Shares pursuant to this Section 2.2, all Awarded Shares that were not previously vested pursuant to this Section 2.2 and not forfeited by termination of the Executive's Service prior to the occurrence of the Change in Control shall thereupon immediately vest in the Executive and the restrictions of this Section 2.2 and Section 2.3 shall terminate.

Vesting, Forfeiture or Early Vesting of Unvested Awarded Shares. (a) Except Unless vested earlier or forfeited as provided in this Section 2.2(b) or (c) below, the Awarded Shares shall become vested in the Executive on the third anniversary of the Date of Grant, and shall thereon be released from escrow and delivered to the Executive, subject to the satisfaction of the condition set forth in Section 2.1 above. (b) The Awarded Shares shall remain unvested and subject to the restrictions of this Section 2.2 and Section 2.3 until the third annual meeting anniversary of stockholders of the Issuer that follows the Date of Grant of the Awarded Shares (the "Vesting Period").. If the Executive's Service terminates during the Vesting Period, the following shall occur: (i) So long as the Executive's Service continues, the Awarded Shares shall vest in the Executive (and shall no longer be subject to the restrictions of this Section 2.2 and Section 2.3 hereof) in accordance with the following vesting schedule(rounded up to the nearest whole share): Vesting Schedule Percentage of Cumulative Vesting Date Awarded Percentage of Shares Vesting Awarded Shares Vested Date of 1st annual 15% 15% meeting of stockholders following Date of Grant Date of 2nd annual 35% 50% meeting of stockholders following Date of Grant Date of 3rd annual 50% 100% meeting of stockholders following Date of Grant (ii) If if the Executive ceases to perform Service by reason of death, Disability or Retirement, all Awarded Shares not previously vested pursuant to this Section 2.2 shall thereupon immediately vest in the Executive (or in the case of death, in the person or persons to whom the Awarded Shares pass by will or by the laws of descent and distribution) or his permitted transferees transferee(s) pursuant to Section 2.3(a) and shall no longer be subject to the restrictions of this Section 2.2 and Section 2.3 hereof.; (iiiii) If if the Executive voluntarily terminates Service or his Service is involuntarily terminated for "cause", as determined in good faith by the Board or Committee (which determination shall be binding on both the Company and the Executive and/or his permitted transferee(s) pursuant to Section 2.3(a)), the Awarded Shares not previously vested pursuant to this Section 2.2 shall thereupon be forfeited in their entirety to the Issuer without any further action by the Issuer or the Executive and for no consideration.; (iviii) If if the Executive's Service is involuntarily terminated without cause, the Awarded Shares not previously vested pursuant to this Section 2.2 shall thereupon be forfeited in their entirety to the Issuer without any further action by the Issuer or the Executive and for no consideration; provided, however, that the Committee may, in its sole discretion, waive the forfeiture of all or any portion of the unvested Awarded Shares and such shares shall thereupon immediately vest in the Executive and no longer be subject to the restrictions of this Section 2.2 and Section 2.3 hereof. (bc) Notwithstanding any of the foregoing, if a Change in Control of the Company occurs during the Vesting Period and prior to any forfeiture of all or any portion of the Awarded Shares pursuant to this Section 2.2, all such unvested Awarded Shares that were not previously vested pursuant to this Section 2.2 and not forfeited by termination of the Executive's Service prior to the occurrence of the Change in of Control shall thereupon immediately vest in the Executive and the restrictions of this Section 2.2 and Section 2.3 shall terminate.