Common use of Vesting of Awarded Shares Clause in Contracts

Vesting of Awarded Shares. Subject to Section 11, the Awarded Shares are subject to forfeiture to the Company until they become vested in accordance with this Section 2. (a) Subject to Section 11, Awarded Shares will become vested in accordance with the following schedule, provided that on each vesting date, the Grantee has, from the date hereof, continuously provided services to the Company or a subsidiary: (i) 12.5% of the Awarded Shares will vest on the six month anniversary date of the Effective Date; (ii) An additional 12.5% of the Awarded Shares will vest on the first annual anniversary date of the Effective Date; (iii) An additional 12.5% of the Awarded Shares will vest on the eighteen month anniversary date of the Effective Date; (iv) An additional 12.5% of the Awarded Shares will vest on the second annual anniversary date of the Effective Date; (v) An additional 12.5% of the Awarded Shares will vest on the thirty month anniversary date of the Effective Date; (vi) An additional 12.5% of the Awarded Shares will vest on the third annual anniversary date of the Effective Date; (vii) An additional 12.5% of the Awarded Shares will vest on the forty-second month anniversary date of the Effective Date; and (viii) The final 12.5% of the Awarded Shares will vest on the fourth annual anniversary date of the Effective Date. (b) If contemporaneous with or within 18 months after a Change in Control that occurred during the Employment Period, (a) the Company terminates the Executive’s employment without Cause, or (b) Executive terminates his employment for Good Reason, 100% of the Awarded Shares will become vested upon such termination of employment. “Good Reason” shall be defined for this purpose as defined in the Employment Agreement, dated as of the Effective Date, between Grantee and the Company.

Vesting of Awarded Shares. Subject to Section 11Sections 11 and 12, the Awarded Shares are subject to forfeiture to the Company until they become vested in accordance with this Section 2. (a) Subject to Section 11Sections 11 and 12, Awarded Shares will become vested in accordance with the following schedule, provided that on each vesting date, the Grantee has, from the date hereof, continuously provided services to the Company or a subsidiary: (i) 12.525% of the Awarded Shares will vest on the six month first anniversary date of the Effective Date; (ii) An additional 12.525% of the Awarded Shares will vest on the first annual second anniversary date of the Effective Date; (iii) An additional 12.5% of the Awarded Shares will vest on the eighteen month anniversary date of the Effective Date; (iv) An additional 12.5% of the Awarded Shares will vest on the second annual anniversary date of the Effective Date; (v) An additional 12.5% of the Awarded Shares will vest on the thirty month anniversary date of the Effective Date; (vi) An additional 12.525% of the Awarded Shares will vest on the third annual anniversary date of the Effective Date; (vii) An additional 12.5% of the Awarded Shares will vest on the forty-second month anniversary date of the Effective Date; and (viiiiv) The final 12.525% of the Awarded Shares will vest on the fourth annual anniversary date of the Effective Date. (b) If contemporaneous with In the event of the Grantee’s termination of employment for reasons other than (i) quit without Good Reason (as defined below) or within 18 months after (ii) Cause (as defined below), during the two-years following a Change in Control that occurred during the Employment Period, (a) the Company terminates the Executive’s employment without Cause, or (b) Executive terminates his employment for Good ReasonControl, 100% of the Awarded Shares will become vested upon immediately prior to (and contingent on) such termination of employment. “Cause” means any act that constitutes, in the judgment of the Committee, fraud, dishonesty, bad faith or a felony towards the Company or any of its subsidiaries, any violation of the Company’s Code of Ethics and Conduct (or any successor thereto), conviction of a crime involving moral turpitude, entering into any contract or business relationship causing diversion of business opportunity from the Company or any of its subsidiaries (except with the prior written consent of the Board), or willful and material neglect of the individual’s duties to the Company or any of its subsidiaries 30 days after having received written notice thereof, in each case as determined by the Committee, whose determination shall be conclusive and binding. “Good Reason” shall be defined for this purpose as defined means, following a Change in the Employment Agreement, dated as of the Effective Date, between Grantee and the Company.Control:

Vesting of Awarded Shares. Subject to Section 11, the Awarded Shares are subject to forfeiture to the Company until they become vested in accordance with this Section 2. (a) Subject to Section 11, Awarded Shares will become vested in accordance with the following schedule, provided that on each vesting date, the Grantee has, from the date hereof, continuously provided services to the Company or a subsidiary: (i) 12.5% of the Awarded Shares will vest on the six month anniversary date of the Effective Date; (ii) An additional 12.5% of the Awarded Shares will vest on the first annual anniversary date of the Effective Date; (iii) An additional 12.5% of the Awarded Shares will vest on the eighteen month anniversary date of the Effective Date; (iv) An additional 12.5% of the Awarded Shares will vest on the second annual anniversary date of the Effective Date; (v) An additional 12.5% of the Awarded Shares will vest on the thirty month anniversary date of the Effective Date; (vi) An additional 12.5% of the Awarded Shares will vest on the third annual anniversary date of the Effective Date; (vii) An additional 12.5% of the Awarded Shares will vest on the forty-second month anniversary date of the Effective Date; and (viii) The final 12.5% of the Awarded Shares will vest on the fourth annual anniversary date of the Effective Date. (b) If contemporaneous Upon cessation of the Grantee’s service with the Company for any reason or within 18 months after a Change in Control for no reason (and whether such cessation is initiated by the Company, the Grantee or otherwise): (i) any Awarded Shares that occurred during have not, prior to such cessation, become vested will immediately and automatically, without any action on the Employment Periodpart of the Company, be forfeited, and (aii) the Grantee shall have no further rights with respect to those Awarded Shares. (c) Solely for purposes of this Agreement, service with the Company terminates the Executive’s employment without Cause, or (b) Executive terminates his employment for Good Reason, 100% shall be deemed to include service with any subsidiary of the Awarded Shares will become vested upon Company (for only so long as such termination of employment. “Good Reason” shall be defined for this purpose as defined in the Employment Agreement, dated as of the Effective Date, between Grantee and the Companyentity remains a subsidiary).