Common use of Vesting of Executive Stock Clause in Contracts

Vesting of Executive Stock. (a) Except as otherwise provided in this Section 3, 60% of each Executive’s Executive Stock shall not be subject to vesting (the “Vested Shares”) and 40% of each Executive’s Executive Stock (the “Vesting Shares”) shall become vested in accordance with the following schedule, if as of each such date such Executive is and has continued to be employed by the Company or any of its Subsidiaries: December 22, 2007 50 % December 22, 2008 100 % (b) Vesting Shares which have become vested are thereafter referred to herein as “Vested Shares,” and all other Vesting Shares are referred to herein as “Unvested Shares.” If any Executive ceases to be employed by the Company or its Subsidiaries on any date other than any Vesting Date set forth above prior to December 22, 2008, the cumulative percentage of such Executive’s Vesting Shares to become vested shall be determined on a pro rata basis according to the number of days elapsed since the immediately preceding Vesting Date (or, in the event of a termination before December 22, 2007, since December 22, 2006). In no event shall any Vesting Shares vest after the date that an Executive ceases to be employed by the Company or any of its Subsidiaries. (c) Upon the occurrence of a Sale of the Company, all Vesting Shares which have not yet become vested shall become vested at the time of such event; provided that in the event of a Sale of the Company, as a condition to each Executive’s Unvested Shares becoming vested upon such event, such Executive shall, if requested by the purchaser of the Company and for no additional consideration therefor, agree to continued employment for up to 12 months following such Sale of the Company so long as such Executive’s compensation package and job description immediately following such Sale of the Company is reasonably similar with respect to remuneration, scope of duties, responsibility and job location to such Executive’s compensation package and job description immediately prior to such event.

Vesting of Executive Stock. (ai) Except as otherwise provided in this Section 3CLAUSE (ii) below, 60% of each Executive’s 's Executive Stock shall not be subject to vesting (the “Vested Shares”) and 40% of each Executive’s Executive Stock (the “Vesting Shares”) shall become vested in accordance with the following schedule, if as of each such date such Executive is and has continued to be employed by the Company or any of its Subsidiaries: December 22: -1- Cumulative Percentage of Vesting Date Executive Stock Vested ------------ ---------------------- June 1, 2007 50 2000 20% December 22June 1, 2008 100 2001 20% June 1, 2002 20% June 1, 2003 20% June 1, 2004 20% (bii) Vesting Shares of Executive Stock which have become vested are thereafter referred to herein as “Vested Shares"VESTED SHARES,” " and all other Vesting Shares shares of Executive Stock are referred to herein as “Unvested Shares"UNVESTED SHARES.” " If any Executive ceases to be employed by the Company or its Subsidiaries on any date other than any Vesting Date set forth above prior to December 22June 1, 20082004, the cumulative percentage of such Executive’s Vesting Shares 's Executive Stock to become vested shall be determined on a pro rata basis according to the number of days elapsed since the immediately preceding Vesting Date (or, in the event of a termination before December 22, 2007, since December 22, 2006). In no event shall any Vesting Shares vest after the date that an Executive ceases to be employed by the Company or any of its SubsidiariesDate. (ciii) Upon the occurrence of a Sale of the CompanyCompany or a Public Offering, all Vesting Shares shares of Executive Stock which have not yet become vested shall become vested at the time of such event; provided that in the event of a Sale of the Company, as a condition to each Executive’s 's Unvested Shares becoming vested upon such event, such Executive shall, if requested by the purchaser of the Company and for no additional consideration therefor, agree to continued employment for up to 12 months following such Sale of the Company so long as such Executive’s 's compensation package and job description immediately following such Sale of the Company is reasonably similar with respect to remuneration, scope of duties, responsibility and job location to such Executive’s 's compensation package and job description immediately prior to such event; it being understood that the foregoing proviso shall not prohibit an Executive who is otherwise eligible for retirement during such period from retiring so long as such Executive enters into a one year non-compete agreement with the Company in a form satisfactory to the Company. In the event of the death or permanent disability of an Executive, the number of shares of Executive Stock which have not then vested but would have become vested during the six months following such Executive's death or the determination of such Executive's permanent disability (as the case may be) shall become vested at the time of such event. For purposes of this Agreement, the determination of any Executive's permanent disability shall be made in good faith by the Company's Board of Directors (the "BOARD").

Vesting of Executive Stock. (a) Except as otherwise provided in this Section 32(b) below, 60% of each Executive’s the Executive Stock shall not be subject to vesting (the “Vested Shares”) and 40% of each Executive’s Executive Stock (the “Vesting Shares”) shall will become vested in accordance with the following schedule: Cumulative Percentage of Executive Anniversary Date Stock Vested ---------------- ----------------------- March 1, if as of each such date such Executive is and has continued to be employed by the Company or any of its Subsidiaries: December 221998 25% March 1, 2007 50 1999 50% December 22March 1, 2008 100 200O 75% March 1, 200l 100% (b) Vesting Shares which have become vested are thereafter referred to herein as “Vested Shares,” and all other Vesting Shares are referred to herein as “Unvested Shares.” If any Executive ceases to be employed by the Company or and its Subsidiaries as a result of: (i) his termination by the Company without Cause or (ii) the nonrenewal by the Company of any Renewal Term (as defined below) for reasons without Cause, the Executive Stock shall fully vest automatically. If Executive ceases to be employed by the Company and its Subsidiaries as a result of his death or Disability, an additional 25% of the aggregate shares of Executive Stock shall become vested at the time of such event. If Executive ceases to be employed by the Company and its Subsidiaries for any reason other than death, Disability, termination without Cause or nonrenewal by the Company of any Renewal Term, the Executive Stock shall no longer continue to vest and if Executive ceases to be employed on any date other than any Vesting Date set forth above anniversary date prior to December 22March 1, 20082001, the cumulative percentage of such Executive’s Vesting Shares Executive Stock to become vested shall will be determined on a pro rata basis according to the number of days elapsed since the immediately preceding Vesting Date (or, in the event of a termination before December 22, 2007, since December 22, 2006)prior anniversary date. In no event shall any Vesting Shares vest after the date that an Executive ceases to be employed by the Company or any of its Subsidiaries. (c) Upon the occurrence of a Sale of the Company (while Executive is employed by the Company), all Vesting Shares shares of Executive Stock which have not yet become vested shall become vested at the time of such event; provided that in . Upon the event occurrence of a Sale Qualified Public Offering (while Executive is employed by the Company), an additional 25% of the Company, as a condition to each Executive’s Unvested Shares becoming aggregate shares of Executive Stock (representing the final year of the vesting period) shall become vested upon at the time of such event, such Executive shall. For example, if requested by the purchaser Qualified Public Offering occurs after March 1, --------------- 1998 but before March 1, 1999 then an additional 25% of shares of ---- Executive Stock shall become vested at the time of the Company and for no additional consideration therefor, agree to continued employment for up to 12 months following such Sale consummation of the Company so long Qualified Public Offering, and the cumulative percentage of Executive's Executive Stock vested would be 50% (25% vested on the first anniversary plus an additional 25%). Shares of Executive Stock which have become vested are referred to herein as such Executive’s compensation package "Vested Shares," and job description immediately following such Sale all other shares of the Company is reasonably similar with respect Executive Stock are referred to remuneration, scope of duties, responsibility and job location to such Executive’s compensation package and job description immediately prior to such eventherein as "Unvested Shares."

Vesting of Executive Stock. (a) Except as otherwise provided in this Section 32, 60% of each Executive’s the Executive Stock shall not be subject to vesting (the “Vested Shares”) and 40% of each Executive’s Executive Stock (the “Vesting Shares”) shall become vested in accordance with the following schedule, if as of each such date such Executive is and has continued to be employed by the Company or any of its Subsidiaries, such that, subject to the other terms and conditions of this Agreement, all of the Executive Stock shall be vested on the fourth anniversary of the Employment Agreement: December 22, 2007 50 First anniversary of the Employment Agreement 25 % December 22, 2008 100 %Upon the passing of each full month thereafter 1/48th (b) Vesting Shares which have become vested are thereafter referred to herein Except as “Vested Shares,” and all other Vesting Shares are referred to herein as “Unvested Shares.” If any Executive ceases to be employed by otherwise provided in this Section 2, if Executive's employment with the Company or and/or its Subsidiaries on terminates for any date other than any Vesting Date set forth above reason (including upon the death or Disability (as defined in the Employment Agreement) of Executive prior to December 22the vesting of all or any portion of the Executive Stock awarded under this Agreement, 2008such unvested portion of the Executive Stock shall immediately be cancelled and Executive (and Executive's estate, the cumulative percentage designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such shares of such Executive’s Vesting Shares to become vested shall be determined on Executive Stock. The Board, or a pro rata basis according to the number of days elapsed since the immediately preceding Vesting Date (orduly designated committee thereof, in the event of a termination before December 22its sole discretion, 2007may determine, since December 22, 2006). In no event shall any Vesting Shares vest prior to or within 90 days after the date of any such termination, that an Executive ceases to be employed by the Company all or a portion of any of its SubsidiariesExecutive's unvested shares of Executive Stock shall not be so cancelled and forfeited. (c) Upon In the occurrence event that Executive's employment with the Company or one of its Subsidiaries is terminated for "Cause" (as defined in the Employment Agreement) or if Executive fails to comply with any of the covenants binding Executive in the Stockholders' Agreement, the Company may cancel any outstanding Executive Stock, whether vested or unvested. (d) In addition to Sections 2(a)-(b) above, upon a Sale termination without Cause (as defined in the Employment Agreement) of Executive's employment with the Company within twelve months following a "Change in Control" of the Company (the "Termination"), the Executive Stock shall vest as follows: (A) if the Termination occurs on or before January 2, 2009, 1/4th of the Executive Stock shall vest on the date of the Termination and (B) if the Termination occurs after January 2, 2009, on the date of the Termination a number of shares of Executive Stock (not to exceed the number of unvested shares of Executive Stock as of immediately prior to Termination) shall vest that is equal to the product of (x) 1/48th of the Executive Stock and (y) the number of full months passed between January 2, 2008and the date of the Termination (for the avoidance of doubt, the vesting described in this Section 2(d) is in addition to, and not in lieu of, any vesting described in Sections 2(a)-(b) above). For purposes of this Agreement, (x) the term "Change in Control" means (i) the consummation of any transaction or series of transactions resulting in a Third Party (or group of affiliated third parties) owning, directly or indirectly, securities of the Company possessing the voting power to elect a majority of the Company's board of directors (whether by merger, consolidation or sale or transfer of the Company's securities) or (ii) the sale, transfer or other disposition of all or substantially all of the business and assets of the Company, all Vesting Shares whether by sale of assets, merger or otherwise (determined on a consolidated basis) to a Third Party (or group of affiliated third parties), and (y) the term "Third Party" means any person or entity who or which have (i) does not yet become vested shall become vested at the time of such event; provided that in the event of a Sale own any of the Company, 's securities as a condition to each Executive’s Unvested Shares becoming vested upon such event, such Executive shall, if requested by the purchaser of the Company and for no additional consideration therefordate of this Agreement, agree to continued employment for up to 12 months following such Sale (ii) is not controlling, controlled by or under common control with any person or entity that owns any of the Company so long Company's securities as such Executive’s compensation package and job description immediately following such Sale of the Company date of this Agreement and (iii) is reasonably similar with respect to remuneration, scope not the spouse or descendent (by birth or adoption) of duties, responsibility and job location to such Executive’s compensation package and job description immediately prior to such eventany person who directly or indirectly owns or controls any of the Company's securities as of the date of this Agreement.