Common use of Vesting Forfeiture Restriction Clause in Contracts

Vesting Forfeiture Restriction. 3.1 All of the Restricted Shares shall initially be unvested. The Restricted Shares shall vest in accordance with the following schedule: 50% of the Restricted Shares shall vest on January 15, 2005 An additional 25% of the Restricted Shares shall vest on January 15, 2006 The remaining 25% of the Restricted Shares shall vest on January 15, 2007 In addition, all Restricted Shares shall immediately vest if (a) Recipient's employment by the Company is terminated because of death or physical disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986 (the "Code")), or (b) a Change in Control (as defined below) shall occur. 3.2 If Recipient ceases to be employed by the Company for any reason or for no reason, with or without cause, other than death or physical disability (within the meaning of Section 22(e)(3) of the Code), any unvested Restricted Shares shall be forfeited to the Company. 3.3 For purposes of this Agreement, a "Change in Control" of the Company shall mean the occurrence of any of the following events: (a) The approval by the shareholders of the Company of: (1) any consolidation, merger or plan of share exchange involving the Company (a "Merger") in which the Company is not the continuing or surviving corporation or pursuant to which shares of Common Stock of the Company ("Company Shares") would be converted into cash, securities or other property, other than a Merger involving Company Shares in which the holders of Company Shares immediately prior to the Merger have the same proportionate ownership of common stock of the surviving corporation immediately after the Merger; (2) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company; or (3) the adoption of any plan or proposal for the liquidation or dissolution of the Company; (b) At any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Company's Board of Directors ("Incumbent Directors") shall cease for any reason to constitute at least a majority thereof; provided, however, that the term "Incumbent Director" shall also include each new director elected during such two-year period whose nomination or election was approved by two-thirds of the Incumbent Directors then in office; or (c) Any person (as such term is used in Section 14(d) of the Securities Exchange Act of 1934, other than the Company or any employee benefit plan sponsored by the Company) shall, as a result of a tender or exchange offer, open market purchases or privately negotiated purchases from anyone other than the Company, have become the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company ordinarily having the right to vote for the election of directors ("Voting Securities") representing twenty percent (20%) or more of the combined voting power of the then outstanding Voting Securities.

Vesting Forfeiture Restriction. 3.1 All of the Restricted Shares shall initially be unvested. The Restricted Shares shall vest in accordance with the following schedule: 50% One-third of the Restricted Shares or 2,167 shares shall vest on January 15March 1, 2005 2007 An additional 25% one-third of the Restricted Shares or 2,167 shares shall vest on January 15March 1, 2006 2008 The remaining 25% one-third of the Restricted Shares or 2,166 shall vest on January 15March 1, 2007 2009 In addition, all Restricted Shares shall immediately vest if (a) Recipient's employment by the Company is terminated because of death Recipient dies or physical disability becomes physically disabled (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986 (the "“Code"”)), or (b) a Change in Control (as defined below) shall occur. 3.2 If Recipient ceases to be employed by If, at any time after Recipient’s retirement, the Chief Executive Officer of the Company determines, in his or her sole discretion and after such notice to Recipient as he or she deems appropriate, that Recipient is not making himself reasonably available to assist the Company by, for any reason example, responding to questions, attending meetings or for no reason, with or without cause, other than death or physical disability (within the meaning of Section 22(e)(3) of the Code)testifying in appropriate proceedings, any unvested Restricted Shares shall be forfeited to the Company. 3.3 For purposes of this Agreement, a "“Change in Control" ” of the Company shall mean the occurrence of any of the following events: (a) The approval by the shareholders of the Company consummation of: (1) any consolidation, merger or plan of share exchange involving the Company (a "“Merger"”) in which the Company is not the continuing or surviving corporation or pursuant to which shares as a result of Common Stock of the Company ("Company Shares") would be converted into cash, securities or other property, other than a Merger involving Company Shares in which the holders of outstanding securities of the Company Shares ordinarily having the right to vote for the election of directors (“Voting Securities”) immediately prior to the Merger have do not continue to hold at least 50% of the same proportionate ownership combined voting power of common stock the outstanding Voting Securities of the surviving corporation or a parent corporation of the surviving corporation immediately after the Merger;, disregarding any Voting Securities issued to or retained by such holders in respect of securities of any other party to the Merger; or (2) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company; or (3) the adoption of any plan or proposal for the liquidation or dissolution of the Company; (b) At any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Company's ’s Board of Directors ("“Incumbent Directors"”) shall cease for any reason to constitute at least a majority thereof; provided, however, that the term "“Incumbent Director" ” shall also include each new director elected during such two-year period whose nomination or election was approved by two-thirds of the Incumbent Directors then in office; or (c) Any person (as such term is used in Section 14(d) of the Securities Exchange Act of 1934, other than the Company or any employee benefit plan sponsored by the Company) shall, as a result of a tender or exchange offer, open market purchases or privately negotiated purchases from anyone other than the Company, have become the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company ordinarily having the right to vote for the election of directors ("Voting Securities") Securities representing twenty percent (20%) or more of the combined voting power of the then outstanding Voting Securities.

Vesting Forfeiture Restriction. 3.1 All of the Restricted Shares shall initially be unvested. The Restricted Shares shall vest in accordance with the following schedule: 50% of the Restricted Shares shall vest on January 15, 2005 An additional 25% of the Restricted Shares shall vest on January 15, 2006 The remaining 25% of the Restricted Shares shall vest on January 15, 2007 [VESTING SCHEDULE] In addition, all Restricted Shares shall immediately vest if (a) Recipient's ’s employment by the Company is terminated because of death or physical disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986 (the "“Code"”)), or (b) a Change in Control (as defined below) shall occur. 3.2 If Recipient ceases to be employed by the Company for any reason or for no reason, with or without cause, other than death or physical disability (within the meaning of Section 22(e)(3) of the Code), any unvested Restricted Shares shall be forfeited to the Company. 3.3 For purposes of this Agreement, a "“Change in Control" ” of the Company shall mean the occurrence of any of the following events: (a) The approval by the shareholders of the Company of: (1) any consolidation, merger or plan of share exchange involving the Company (a "“Merger"”) in which the Company is not the continuing or surviving corporation or pursuant to which shares of Common Stock of the Company ("“Company Shares"”) would be converted into cash, securities or other property, other than a Merger involving Company Shares in which the holders of Company Shares immediately prior to the Merger have the same proportionate ownership of common stock of the surviving corporation immediately after the Merger; (2) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company; or (3) the adoption of any plan or proposal for the liquidation or dissolution of the Company; (b) At any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Company's ’s Board of Directors ("“Incumbent Directors"”) shall cease for any reason to constitute at least a majority thereof; provided, however, that the term "“Incumbent Director" ” shall also include each new director elected during such two-year period whose nomination or election was approved by two-thirds of the Incumbent Directors then in office; or (c) Any person (as such term is used in Section 14(d) of the Securities Exchange Act of 1934, other than the Company or any employee benefit plan sponsored by the Company) shall, as a result of a tender or exchange offer, open market purchases or privately negotiated purchases from anyone other than the Company, have become the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company ordinarily having the right to vote for the election of directors ("“Voting Securities"”) representing twenty percent (20%) or more of the combined voting power of the then outstanding Voting Securities.

Vesting Forfeiture Restriction. 3.1 All of the Restricted Shares shall initially be unvested. The Restricted Shares shall vest in accordance with the following schedule: 50% of the Restricted Shares shall vest on January 15, 2005 An additional 25% of the Restricted Shares shall vest on January 15, 2006 The remaining 25% of the Restricted Shares shall vest on January 15, 2007 [VESTING SCHEDULE] In addition, all Restricted Shares shall immediately vest if (a) Recipient's ’s employment by the Company is terminated because of death or physical disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986 (the "“Code"”)), or (b) a Change in Control (as defined below) shall occur. 3.2 If Recipient ceases to be employed by the Company for any reason or for no reason, with or without cause, other than death or physical disability (within the meaning of Section 22(e)(3) of the Code)) or upon the occurrence of a Change in Control, any unvested Restricted Shares shall be forfeited to the Company. 3.3 For purposes of this Agreement, a "“Change in Control" ” of the Company shall mean the occurrence of any of the following events: (a) The approval by the shareholders of the Company consummation of: (1) any consolidation, merger or plan of share exchange involving the Company (a "“Merger"”) in which the Company is not the continuing or surviving corporation or pursuant to which shares as a result of Common Stock of the Company ("Company Shares") would be converted into cash, securities or other property, other than a Merger involving Company Shares in which the holders of outstanding securities of the Company Shares ordinarily having the right to vote for the election of directors (“Voting Securities”) immediately prior to the Merger have do not continue to hold at least 50% of the same proportionate ownership combined voting power of common stock the outstanding Voting Securities of the surviving corporation or a parent corporation of the surviving corporation immediately after the Merger;, disregarding any Voting Securities issued to or retained by such holders in respect of securities of any other party to the Merger; or (2) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company; or (3) the adoption of any plan or proposal for the liquidation or dissolution of the Company; (b) At any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Company's ’s Board of Directors ("“Incumbent Directors"”) shall cease for any reason to constitute at least a majority thereof; provided, however, that the term "“Incumbent Director" ” shall also include each new director elected during such two-year period whose nomination or election was approved by two-thirds of the Incumbent Directors then in office; or (c) Any person (as such term is used in Section 14(d) of the Securities Exchange Act of 1934, other than the Company or any employee benefit plan sponsored by the Company) shall, as a result of a tender or exchange offer, open market purchases or privately negotiated purchases from anyone other than the Company, have become the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company ordinarily having the right to vote for the election of directors ("Voting Securities") Securities representing twenty percent (20%) or more of the combined voting power of the then outstanding Voting Securities.