Common use of Vesting of Restricted Shares Clause in Contracts

Vesting of Restricted Shares. (a) The 20,307 Restricted Shares that are scheduled to vest on January 1, 2007 shall remain subject to vesting so long as the Participant is still providing Service to the Company on that date as contemplated by the Plan. (b) With respect to the Participant’s 60,920 Restricted Shares that are subject to vesting in accordance with Sections 1.5C and 2.1.B.1(d) of the Plan, 920 of such shares are hereby immediately forfeited and the existing vesting schedule for the remaining 60,000 of such shares (the “Remaining Unvested Shares”) is hereby modified to provide that they will vest over the three-year period beginning January 1, 2007 as follows: (i) 22.2%, 22.2% and 22.3% of the Remaining Unvested Shares will vest on each of January 1, 2008, January 1, 2009 and January 1, 2010, respectively; provided, that, the Participant is providing Service to the Company on the applicable vesting date; and (ii) 11.1% of the Remaining Unvested Shares will vest on the date the Company’s audited financial statements are issued for the 2007 fiscal year if but only if the Company’s EBITDA for 2007 is not less than the annual EBITDA target established by the Compensation Committee (the “EBITDA Target”) for the 2007 Management Incentive Plan; provided, that, the Participant is providing Service to the Company on the vesting date; and (iii) 11.1% of the Remaining Unvested Shares will vest on the date the Company’s audited financial statements are issued for the 2008 fiscal year if but only if the Company’s EBITDA for 2008 is not less than the EBITDA Target for the 2008 Management Incentive Plan; provided, that, the Participant is providing Service to the Company on the vesting date; and (iv) Except as otherwise set forth below in this subclause (iv), 11.1% of the Remaining Unvested Shares will vest on the date the Company’s audited financial statements are issued for the 2009 fiscal year if but only if the Company’s EBITDA for 2009 is not less than the EBITDA Target for the 2009 Management Incentive Plan; provided, that, the Participant is providing Service to the Company on the vesting date. Notwithstanding anything to the contrary contained in this clause (iv) or this Agreement, 7.873% of the Remaining Unvested Shares that would have otherwise vested pursuant to this clause (iv) will be forfeited by the Participant on January 1, 2007 if the average closing price for the Common Stock over any consecutive 30-day period ending on or before December 31, 2006 equals or exceeds $18.67 per share, as adjusted for any stock splits, stock dividends or combination of shares.

Vesting of Restricted Shares. (a) The 20,307 Restricted Shares shall vest and become nonforfeitable if the Grantee shall have remained in the continuous employ of the Company or a Subsidiary through the vesting dates set forth below with respect to the percentage of Restricted Shares set forth next to such date, provided that are scheduled to vest on January the Committee certifies in writing as of such date that the performance measure set forth in Section 2(d) (the “Performance Measure”) for the applicable performance period specified below (each a “Performance Period”) has been satisfied in full: August 1, 2007 shall remain subject to vesting so long as the Participant is still providing Service to the Company on that date as contemplated by the Plan.7/17/2006 – 12/31/2006 1/3 August 1, 2008 1/1/2007 – 12/31/2007 1/3 August 1, 2009 1/1/2008 – 12/31/2008 1/3 (b) Notwithstanding the provisions of Section 2(a), all of the Restricted Shares covered by this Agreement (and not previously forfeited under Section 3) shall immediately become vested and nonforfeitable (without regard to whether the Performance Measures have been satisfied) if, during the vesting period, the Grantee (i) dies or becomes permanently disabled (as determined by the Committee) while in the employ of the Company or a Subsidiary, or (ii) the Grantee’s employment with the Company and its Subsidiaries is terminated without Cause (as defined in Section 19), or the Grantee terminates his employment with the Company or a Subsidiary for Good Reason (as defined in Section 19), in each case within the two year period immediately following a Change in Control. (c) Notwithstanding anything contained in this Agreement to the contrary, the Committee may, in its sole discretion, accelerate the time at which the Restricted Shares become vested and nonforfeitable on such terms and conditions as it deems appropriate, except to the extent that such action would result in the loss of the otherwise available exemption of the Restricted Shares under Section 162(m) of the Code. (d) For purposes of this Agreement, the specified Performance Measure for each Performance Period shall be based on the Company’s operating income before depreciation and amortization (“OIBDA”). With respect to the ParticipantPerformance Period beginning July 17, 2006 and ending December 31, 2006, the Performance Measure shall be satisfied if the Company’s 60,920 Restricted Shares that are subject OIBDA for such period is equal to vesting in accordance with Sections 1.5C and 2.1.B.1(d) or greater than $___. With respect to each of the Plan, 920 of such shares are hereby immediately forfeited and the existing vesting schedule for the remaining 60,000 of such shares (the “Remaining Unvested Shares”) is hereby modified to provide that they will vest over the three-year period Performance Periods beginning January 1, 2007 as follows: (i) 22.2%, 22.2% and 22.3% of the Remaining Unvested Shares will vest on each of January 1, 2008, January 1, 2009 the Committee shall establish in writing and January 1, 2010, respectively; provided, that, the Participant is providing Service communicate to the Company on Grantee the applicable vesting date; and (ii) 11.1OIBDA target for each Performance Period not later than 90 days following the beginning of the applicable Performance Period, which such target shall not be greater than ___% of the Remaining Unvested Shares will vest on the date the Company’s audited financial statements are issued for the 2007 fiscal year if but only if the Company’s EBITDA for 2007 is not less than the annual EBITDA target OIBDA goal established by the Compensation Committee (the “EBITDA Target”) Company for the 2007 Management Incentive Plan; providedannual forecasting purposes. OIBDA shall be calculated for each Performance Period as operating income, thatplus depreciation and amortization expense, all of which shall be determined in accordance with generally accepted accounting principles. However, the Participant is providing Service calculation of OIBDA for each Performance Period shall exclude items of gain, income, loss or expense that are determined to be extraordinary or unusual in nature or infrequent in occurrence or that relate to the Company on the vesting date; and (iii) 11.1% disposal of the Remaining Unvested Shares will vest on the date the Company’s audited financial statements are issued for the 2008 fiscal year if but only if the Company’s EBITDA for 2008 is not less than the EBITDA Target for the 2008 Management Incentive Plan; provideda segment of a business, thator related to a change in accounting principle, the Participant is providing Service to the Company on the vesting date; and (iv) Except all as otherwise set forth below determined in this subclause (iv), 11.1% of the Remaining Unvested Shares will vest on the date the Company’s audited financial statements are issued for the 2009 fiscal year if but only if the Company’s EBITDA for 2009 is not less than the EBITDA Target for the 2009 Management Incentive Plan; provided, that, the Participant is providing Service to the Company on the vesting date. Notwithstanding anything to the contrary contained in this clause (iv) or this Agreement, 7.873% of the Remaining Unvested Shares that would have otherwise vested pursuant to this clause (iv) will be forfeited by the Participant on January 1, 2007 if the average closing price for the Common Stock over any consecutive 30-day period ending on or before December 31, 2006 equals or exceeds $18.67 per share, as adjusted for any stock splits, stock dividends or combination of sharesaccordance with such generally accepted accounting principles.

Vesting of Restricted Shares. (a) The 20,307 Restricted Shares that are scheduled to vest on January 1, 2007 shall remain subject to become vested and nonforfeitable (“Vested”) if the Grantee shall have remained in the continuous employ of the Company or a Subsidiary through the vesting so long as the Participant is still providing Service dates set forth below with respect to the Company on percentage of Restricted Shares set forth next to such date, provided that the Committee certifies in writing as of such date as contemplated by that the Plan.performance measure set forth in Section 2(d) (the “Performance Measure”) for the applicable performance period specified below (each a “Performance Period”) has been satisfied in full: February 15, 2011 2010 Fiscal Year 1/3 February 15, 2012 2011 Fiscal Year 1/3 February 15, 2013 2012 Fiscal Year 1/3 (b) Notwithstanding the provisions of Section 2(a), all of the Restricted Shares covered by this Agreement (and not previously forfeited under Section 3) shall immediately become Vested (without regard to whether the Performance Measures have been satisfied) if, during the vesting period, the Grantee (i) dies or becomes permanently disabled (as determined by the Committee) while in the employ of the Company or a Subsidiary, or (ii) the Grantee’s employment with the Company and its Subsidiaries is terminated without Cause (as defined in Section 20), or the Grantee terminates his employment with the Company or a Subsidiary for Good Reason (as defined in Section 20), in each case within the two year period immediately following a Change in Control. (c) Notwithstanding anything contained in this Agreement to the contrary, the Committee may, in its sole discretion, accelerate the time at which the Restricted Shares become vested and nonforfeitable on such terms and conditions as it deems appropriate, except to the extent that such action would result in the loss of the otherwise available exemption of the Restricted Shares under Section 162(m) of the Code. (d) For purposes of this Agreement, the specified Performance Measure for the Performance Period for the fiscal year ending December 31, 2010 shall be based on the Company’s operating income before depreciation and amortization (“OIBDA”) and shall be satisfied if the Company’s OIBDA for such period is equal to or greater than $1,615 million. With respect to the Participant’s 60,920 Restricted Shares that are subject to vesting in accordance with Sections 1.5C and 2.1.B.1(d) each of the Plan, 920 of such shares are hereby immediately forfeited and the existing vesting schedule for the remaining 60,000 of such shares (the “Remaining Unvested Shares”) is hereby modified to provide that they will vest over the three-year period Performance Periods beginning January 1, 2007 as follows: (i) 22.2%, 22.2% and 22.3% of the Remaining Unvested Shares will vest on each of January 1, 2008, January 1, 2009 2010 and January 1, 2010, respectively; provided, that2011, the Participant is providing Service Committee shall establish in writing and communicate to the Company on Grantee the applicable vesting date; and Performance Measure and target for each Performance Period not later than 90 days following the beginning of the applicable Performance Period. OIBDA shall be calculated as operating income, plus depreciation and amortization expense, all of which shall be determined in accordance with generally accepted accounting principles. However, the calculation of OIBDA shall exclude items of gain, income, loss or expense that are determined to be (i) extraordinary or unusual in nature or infrequent in occurrence, (ii) 11.1% adjustments as necessary to take into consideration results of the Remaining Unvested Shares will vest operations from acquired or disposed properties such that OIBDA performance is determined on the date a pro forma basis, consistent with the Company’s audited financial statements are issued for the 2007 fiscal year if but only if the Company’s EBITDA for 2007 is not less than the annual EBITDA target established by the Compensation Committee (the “EBITDA Target”) for the 2007 Management Incentive Plan; providedquarterly external earnings releases, that, the Participant is providing Service to the Company on the vesting date; and (iii) 11.1% of the Remaining Unvested Shares will vest on the date the Company’s audited financial statements are issued for the 2008 fiscal year if but only if the Company’s EBITDA for 2008 is not less than the EBITDA Target for the 2008 Management Incentive Plan; providedrelated to a change in accounting principle, that, the Participant is providing Service to the Company on the vesting date; and or (iv) Except as otherwise set forth below in this subclause (iv), 11.1% of the Remaining Unvested Shares will vest on the date the Company’s audited financial statements are issued for the 2009 fiscal year if but only if the Company’s EBITDA for 2009 is not less than the EBITDA Target for the 2009 Management Incentive Plan; provided, that, the Participant is providing Service non-cash expense related to the Company on the vesting date. Notwithstanding anything to the contrary contained in this clause (iv) a pension or this Agreement, 7.873% of the Remaining Unvested Shares that would have otherwise vested pursuant to this clause (iv) will be forfeited by the Participant on January 1, 2007 if the average closing price for the Common Stock over any consecutive 30-day period ending on or before December 31, 2006 equals or exceeds $18.67 per share, as adjusted for any stock splits, stock dividends or combination of sharesequity compensation awards.

Vesting of Restricted Shares. (a) The 20,307 For each of the three calendar years in the Performance Period, the Participant shall become contingently vested in a number of Restricted Shares that are scheduled to vest on January 1, 2007 shall remain subject to vesting so long as the Participant is still providing Service equal to the Company on that date as contemplated product of (i) the Restricted Stock Vesting Percentage for such year (determined by the Plan. (b) With respect to the Participant’s 60,920 Restricted Shares that are subject to vesting TSR Percentage Point Spread for such year in accordance with Sections 1.5C and 2.1.B.1(dthe "Total Shareholder Return Incentive Scale" set forth on Schedule B), but not greater than 100%, multiplied by (ii) one-third (1/3) of the PlanTarget Restricted Stock Award. Other than as described in Section 3(f) below, 920 such contingently vested Restricted Shares shall become actually vested as of such shares are hereby immediately forfeited the last day of the Performance Period, provided that the Participant remains actively employed with the Company and its Affiliates through the last day of the Performance Period. In addition, at the end of the Performance Period the Participant shall have the opportunity to become vested in those Restricted Shares which have not become vested in accordance with the preceding paragraph, by applying the following formula: A = (B x C) - D where: A = the number of additional Restricted Shares vesting at the end of the Performance Period in accordance with this paragraph, but not less than zero or greater than the number of unvested Restricted Shares at the end of the Performance Period. B = the Restricted Stock Vesting Percentage based on the TSR Percentage Point Spread for the entire Performance Period in accordance with the "Total Shareholder Return Incentive Scale" set forth on Schedule B (with no cap other than as set forth in Schedule B). C = the number of Restricted Shares in the Target Restricted Stock Award. D = the number of Restricted Shares which would have become vested during the Performance Period in accordance with the first paragraph of this Section 3(e) if the 100% cap had not applied to the Restricted Stock Vesting Percentage during the Performance Period. For example, if one-third of the Participant's Restricted Shares for 2001 was 200, and the existing vesting schedule Restricted Stock Vesting Percentage would have been 120% but for the remaining 60,000 of such shares (the “Remaining Unvested Shares”) is hereby modified to provide that they will vest over the three-year period beginning January 1, 2007 as follows: (i) 22.2%, 22.2100% and 22.3% of the Remaining Unvested Shares will vest on each of January 1, 2008, January 1, 2009 and January 1, 2010, respectively; provided, thatcap, the Participant is providing Service to the Company on the applicable vesting date; and (ii) 11.1% of the Remaining Unvested Shares will vest on the date the Company’s audited financial statements are issued for the 2007 fiscal year if but only if the Company’s EBITDA for 2007 is not less than the annual EBITDA target established by the Compensation Committee (the “EBITDA Target”) for the 2007 Management Incentive Plan; provided, that, the Participant is providing Service to the Company on the vesting date; and (iii) 11.1% of the Remaining Unvested Shares will vest on the date the Company’s audited financial statements are issued for the 2008 fiscal year if but only if the Company’s EBITDA for 2008 is not less than the EBITDA Target for the 2008 Management Incentive Plan; provided, that, the Participant is providing Service to the Company on the vesting date; and (iv) Except as otherwise set forth below in this subclause (iv), 11.1% of the Remaining Unvested Shares will vest on the date the Company’s audited financial statements are issued for the 2009 fiscal year if but only if the Company’s EBITDA for 2009 is not less than the EBITDA Target for the 2009 Management Incentive Plan; provided, that, the Participant is providing Service to the Company on the vesting date. Notwithstanding anything to the contrary contained in this clause (iv) or this Agreement, 7.873% of the Remaining Unvested Shares that would have otherwise vested pursuant to this clause (iv) will be forfeited by the Participant on January 1, 2007 if the average closing price deemed to have vested in 240 Restricted Shares for the Common Stock over any consecutive 30-day period ending on or before December 31, 2006 equals or exceeds $18.67 per share, as adjusted that year for any stock splits, stock dividends or combination purposes of sharesthis clause.

Vesting of Restricted Shares. (a) The 20,307 Restricted Shares that are scheduled to shall vest on January 1, 2007 and become nonforfeitable if the Grantee shall remain subject to have remained in the continuous employ of the Company or a Subsidiary through the vesting so long as the Participant is still providing Service dates set forth below with respect to the Company on percentage of Restricted Shares set forth next to such date, provided that the Committee certifies in writing as of such date as contemplated by that the Plan.performance measure set forth in Section 2(d) (the “Performance Measure”) for the applicable performance period specified below (each a “Performance Period”) has been satisfied in full: February 15, 2010 2009 Fiscal Year 1/3 February 15, 2011 2010 Fiscal Year 1/3 February 15, 2012 2011 Fiscal Year 1/3 (b) Notwithstanding the provisions of Section 2(a), all of the Restricted Shares covered by this Agreement (and not previously forfeited under Section 3) shall immediately become vested and nonforfeitable (without regard to whether the Performance Measures have been satisfied) if, during the vesting period, the Grantee (i) dies or becomes permanently disabled (as determined by the Committee) while in the employ of the Company or a Subsidiary, or (ii) the Grantee’s employment with the Company and its Subsidiaries is terminated without Cause (as defined in Section 19), or the Grantee terminates his employment with the Company or a Subsidiary for Good Reason (as defined in Section 19), in each case within the two year period immediately following a Change in Control. (c) Notwithstanding anything contained in this Agreement to the contrary, the Committee may, in its sole discretion, accelerate the time at which the Restricted Shares become vested and nonforfeitable on such terms and conditions as it deems appropriate, except to the extent that such action would result in the loss of the otherwise available exemption of the Restricted Shares under Section 162(m) of the Code. (d) For purposes of this Agreement, the specified Performance Measure for the Performance Period for the fiscal year ending December 31, 2009 shall be based on the Company’s operating income before depreciation and amortization (“OIBDA”) and shall be satisfied if the Company’s OIBDA for such period is equal to or greater than $1,443,600,000. With respect to the Participant’s 60,920 Restricted Shares that are subject to vesting in accordance with Sections 1.5C and 2.1.B.1(d) each of the Plan, 920 of such shares are hereby immediately forfeited and the existing vesting schedule for the remaining 60,000 of such shares (the “Remaining Unvested Shares”) is hereby modified to provide that they will vest over the three-year period Performance Periods beginning January 1, 2007 as follows: (i) 22.2%, 22.2% and 22.3% of the Remaining Unvested Shares will vest on each of January 1, 2008, January 1, 2009 2010 and January 1, 2010, respectively; provided, that2011, the Participant is providing Service Committee shall establish in writing and communicate to the Company on Grantee the applicable vesting date; and Performance Measure and target for each Performance Period not later than 90 days following the beginning of the applicable Performance Period. OIBDA shall be calculated as operating income, plus depreciation and amortization expense, all of which shall be determined in accordance with generally accepted accounting principles. However, the calculation of OIBDA shall exclude items of gain, income, loss or expense that are determined to be (i) extraordinary or unusual in nature or infrequent in occurrence, (ii) 11.1% adjustments as necessary to take into consideration results of the Remaining Unvested Shares will vest operations from acquired or disposed properties such that OIBDA performance is determined on the date a pro forma basis, consistent with the Company’s audited financial statements are issued for the 2007 fiscal year if but only if the Company’s EBITDA for 2007 is not less than the annual EBITDA target established by the Compensation Committee (the “EBITDA Target”) for the 2007 Management Incentive Plan; providedquarterly external earnings releases, that, the Participant is providing Service to the Company on the vesting date; and (iii) 11.1% of the Remaining Unvested Shares will vest on the date the Company’s audited financial statements are issued for the 2008 fiscal year if but only if the Company’s EBITDA for 2008 is not less than the EBITDA Target for the 2008 Management Incentive Plan; providedrelated to a change in accounting principle, that, the Participant is providing Service to the Company on the vesting date; and or (iv) Except as otherwise set forth below in this subclause (iv), 11.1% of the Remaining Unvested Shares will vest on the date the Company’s audited financial statements are issued for the 2009 fiscal year if but only if the Company’s EBITDA for 2009 is not less than the EBITDA Target for the 2009 Management Incentive Plan; provided, that, the Participant is providing Service non-cash expense related to the Company on the vesting date. Notwithstanding anything to the contrary contained in this clause (iv) or this Agreement, 7.873% of the Remaining Unvested Shares that would have otherwise vested pursuant to this clause (iv) will be forfeited by the Participant on January 1, 2007 if the average closing price for the Common Stock over any consecutive 30-day period ending on or before December 31, 2006 equals or exceeds $18.67 per share, as adjusted for any stock splits, stock dividends or combination of sharesa pension.

Vesting of Restricted Shares. So long as your Service continues, the Restricted Shares shall vest in accordance with the following schedule: (i) 100,000 of the Restricted Shares shall become vested on the day immediately following a period in which the Fair Market Value of the Company’s Shares has been at least equal to fifteen (15) dollars a Share on each of the immediately preceding sixty (60) consecutive trading days (the “Milestone 15”), provided that the Milestone 15 must be achieved between July 25, 2008 and December 31, 2012 (the “Performance Period”); (ii) 100,000 of the Restricted Shares shall become vested on the day immediately following a period in which the Fair Market Value of the Company’s Shares has been at least equal to twenty-five (25) dollars a Share on each of the immediately preceding sixty (60) consecutive trading days (the “Milestone 25”), provided that the Milestone 25 must be achieved during the Performance Period; (iii) 91,667 of the Restricted Shares shall become vested on October 1, 2009; (iv) 66,667 of the Restricted Shares shall become vested on October 1, 2010; (v) and 66,666 of the Restricted Shares shall become vested on October 1, 2011. Notwithstanding Section 3 of this Agreement, if some or all of the Restricted Shares referred to in subsections (i) and (ii) herein (together the “Performance Shares”) do not vest in accordance with such subsections above, all of such Restricted Shares that do not vest as of December 31, 2012 shall be immediately forfeited without consideration. Notwithstanding the foregoing, upon the earlier of: (a) The 20,307 a Change in Control (defined below) during your Service; (b) the Company’s termination of your employment without Cause (defined below); or (c) your resignation for Good Reason (defined below), all Restricted Shares (other than the Performance Shares) shall fully vest immediately. For the avoidance of doubt, the Performance Shares can only become vested if Milestone 15 and/or Milestone 25 are achieved during the Performance Period. For purposes of this Agreement, a Change in Control shall mean: (a) any “person” (as such term is used in Sections 3(a)(9) and 13(d) of the Exchange Act) or “group” (as such term is used in Section 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as such term is used in Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the Voting Stock (as defined below) of the Company (as such term is defined below for purposes of this definition); provided that are scheduled this subsection (a) shall not apply with respect to vest on January 1, 2007 shall remain subject to vesting so long as a stockholder of the Participant is still providing Service to Company who beneficially owns more than 50% of the Voting Stock of the Company on that date as contemplated by the Plan.July 25, 2008; (b) With respect all or substantially all of the assets or business of the Company are disposed of pursuant to a merger, consolidation or other transaction unless, immediately after such transaction, the stockholders of the Company immediately prior to the Participant’s 60,920 Restricted Shares that are subject to vesting transaction own, directly or indirectly, in accordance with Sections 1.5C and 2.1.B.1(d) substantially the same proportion as they owned the Voting Stock of the Plan, 920 of Company prior to such shares are hereby immediately forfeited and the existing vesting schedule for the remaining 60,000 of such shares (the “Remaining Unvested Shares”) is hereby modified to provide that they will vest over the three-year period beginning January 1, 2007 as follows: (i) 22.2%, 22.2% and 22.3transaction more than 50% of the Remaining Unvested Shares Voting Stock of the company surviving such transaction or succeeding to all or substantially all of the assets or business of the Company or the ultimate parent company of such surviving or successor company if such surviving or successor company is a subsidiary of another entity (there being excluded from the number of shares held by such stockholders, but not from the Voting Stock of the combined company, any shares received by affiliates of such other company in exchange for stock of such other company); (c) the Company adopts any plan of liquidation providing for the distribution of all or substantially all of its assets if such plan of liquidation will vest on each result in the winding-up of January 1the business of the Company; (d) the consummation of any merger, 2008consolidation or other similar corporate transaction unless, January 1, 2009 and January 1, 2010, respectively; provided, thatimmediately after such transaction, the Participant is providing Service stockholders of the Company immediately prior to the transaction own, directly or indirectly, in substantially the same proportion as they owned the Voting Stock of the Company on the applicable vesting date; and (ii) 11.1prior to such transaction more than 50% of the Remaining Unvested Shares will vest on Voting Stock of the date company surviving such transaction or its ultimate parent company if such surviving company is a subsidiary of another entity (there being excluded from the Company’s audited financial statements are issued number of shares held by such stockholders, but not from the Voting Stock of the combined company, any shares received by affiliates of such other company in exchange for stock of such other company); or (e) the 2007 fiscal year if but only if the Company’s EBITDA for 2007 is not less than the annual EBITDA target established by the Compensation Committee (the “EBITDA Target”) for the 2007 Management Incentive Plan; provided, that, the Participant is providing Service to failure of the Company on the vesting date; and (iii) 11.1% to have any securities required to be registered under Section 12 of the Remaining Unvested Shares will vest on the date the Company’s audited financial statements are issued for the 2008 fiscal year if but only if the Company’s EBITDA for 2008 is not less than the EBITDA Target for the 2008 Management Incentive Plan; provided, that, the Participant is providing Service to the Company on the vesting date; and (iv) Except as otherwise set forth below in this subclause (iv), 11.1% of the Remaining Unvested Shares will vest on the date the Company’s audited financial statements are issued for the 2009 fiscal year if but only if the Company’s EBITDA for 2009 is not less than the EBITDA Target for the 2009 Management Incentive Plan; provided, that, the Participant is providing Service to the Company on the vesting date. Notwithstanding anything to the contrary contained in this clause (iv) or this Agreement, 7.873% of the Remaining Unvested Shares that would have otherwise vested pursuant to this clause (iv) will be forfeited by the Participant on January 1, 2007 if the average closing price for the Common Stock over any consecutive 30-day period ending on or before December 31, 2006 equals or exceeds $18.67 per share, as adjusted for any stock splits, stock dividends or combination of sharesExchange Act.

Vesting of Restricted Shares. The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on up to one third (1/3) of the Restricted Shares following each of the Company’s fiscal years ended December 31, [ ], [ ]and [ ] (each, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual number of Restricted Shares that will vest on a particular Vesting Date will depend on the percentage of the Performance Measure target the Company achieved for the previous Fiscal Year based on the following percentage thresholds: Less than 90 % 0 % 90 % 50 % 91 % 55 % 92 % 60 % 93 % 65 % 94 % 70 % 95 % 75 % 96 % 80 % 97 % 85 % 98 % 90 % 99 % 95 % 100 % 100 % For purposes of this Paragraph 3, the “Performance Measure” shall mean, for any Fiscal Year, (a) The 20,307 Restricted Shares that are scheduled to vest on January 1the Company’s earnings before interest, 2007 shall remain subject to vesting so long as the Participant is still providing Service to the Company on that date as contemplated by the Plan. taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) With respect the Company’s interest expenses and capital expenditures for such Fiscal Year, as determined by reference to the Participant’s 60,920 Restricted Shares that are subject to vesting in accordance with Sections 1.5C and 2.1.B.1(d) of the Plan, 920 of such shares are hereby immediately forfeited and the existing vesting schedule for the remaining 60,000 of such shares (the “Remaining Unvested Shares”) is hereby modified to provide that they will vest over the three-year period beginning January 1, 2007 as follows: (i) 22.2%, 22.2% and 22.3% of the Remaining Unvested Shares will vest on each of January 1, 2008, January 1, 2009 and January 1, 2010, respectively; provided, that, the Participant is providing Service to the Company on the applicable vesting date; and (ii) 11.1% of the Remaining Unvested Shares will vest on the date the Company’s audited financial statements are issued for the 2007 fiscal year if but only if the Company’s EBITDA for 2007 is not less than the annual EBITDA target established by the Compensation such Fiscal Year. The Committee (the “EBITDA Target”) for the 2007 Management Incentive Plan; provided, that, the Participant is providing Service to the Company on the vesting date; and (iii) 11.1% of the Remaining Unvested Shares will vest on the date shall review the Company’s audited financial statements are issued promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Paragraph 3. If any of the 2008 fiscal year if but only if the Company’s EBITDA for 2008 is not less than the EBITDA Target for the 2008 Management Incentive Plan; provided, thatRestricted Shares vest on a Vesting Date, the Participant is providing Service Company will thereupon issue an equal number of shares of unrestricted Stock to the Company on Grantee and the vesting date; and (iv) Except as otherwise set forth below in this subclause (iv), 11.1% Grantee shall thereafter have all the rights of a stockholder of the Remaining Unvested Company with respect to such shares, including voting and dividend rights, and such shares of Stock shall not be restricted by the provisions hereof. If in any year the Restricted Shares will do not vest on because the date the Company’s audited financial statements conditions of this Paragraph 3 are issued for the 2009 fiscal year if but only if the Company’s EBITDA for 2009 is not less than the EBITDA Target for the 2009 Management Incentive Plan; providedsatisfied, thatthen such unvested Restricted Shares shall automatically and without notice terminate, the Participant is providing Service to the Company on the vesting date. Notwithstanding anything to the contrary contained in this clause (iv) or this Agreement, 7.873% of the Remaining Unvested Shares that would have otherwise vested pursuant to this clause (iv) will be forfeited by and be and become null and void, and neither the Participant on January 1Grantee nor any of his successors, 2007 if the average closing price for the Common Stock over heirs, assigns, or personal representatives will thereafter have any consecutive 30-day period ending on further rights or before December 31, 2006 equals or exceeds $18.67 per share, as adjusted for any stock splits, stock dividends or combination of sharesinterests in such forfeited Restricted Shares.