Common use of Vesting of Shares Clause in Contracts

Vesting of Shares. On and after the date hereof, the terms of any repurchase of any Shares shall differ depending on whether such Shares are "Unvested Shares" or "Vested Shares". Initially, 25% of the Shares shall be considered "Vested Shares" and all other Shares shall be considered "Unvested Shares". On each anniversary of September 24, 2004 prior to the Termination of Employment, commencing with September 24, 2005, 25% of the original number of Shares shall become "Vested Shares", such that all of the Shares shall be Vested Shares as of and after September 24, 2007 if the Termination of Employment does not occur prior to such date. If a Target Disposition Event or a Public Sale occurs prior to a Termination of Employment (the first such event or sale, a "Vesting Acceleration Event"), (a) 50% of the then Unvested Shares shall become Vested Shares upon the occurrence of such Vesting Acceleration Event (the Unvested Shares that become vested upon the occurrence of such Vesting Acceleration Event shall consist of the Unvested Shares that were scheduled to vest first chronologically following such Vested Acceleration Event) and (b) the remaining 50% of the then Unvested Shares shall become Vested Shares on the earlier of (i) the date that such Unvested Shares are scheduled to vest under this Agreement and (ii) the first anniversary date of the occurrence of such Vesting Acceleration Event (such earlier date, the "Final Vesting Date"), provided that a Termination of Employment has not occurred for Cause or by resignation on or prior to the Final Vesting Date. Except pursuant to clause (b) of the immediately preceding sentence, no Shares which have not already become Vested Shares shall become Vested Shares upon or after the Termination of Employment for any reason.

Vesting of Shares. On and after the date hereof, the terms of any repurchase of any Shares shall differ depending on whether such Shares are "Unvested Shares" or "Vested Shares". Initially, 25% of the Shares shall be considered "Vested Shares" and all other Shares shall be considered "Unvested Shares". On each anniversary of September 24, 2004 prior to the Termination of Employment, commencing with September 24, 2005, 25% of the original number of Shares shall become "Vested Shares", such that all of the Shares shall be Vested Shares as of and after September 24, 2007 if the Termination of Employment does not occur prior to such date. If a Target Disposition Event or a Public Sale occurs prior to a Termination of Employment (the first such event or sale, a "Vesting Acceleration Event"), (a) 50% of the then Unvested Shares shall become Vested Shares upon the occurrence of such Vesting Acceleration Event (the Unvested Shares that become vested upon the occurrence of such Vesting Acceleration Event shall consist of the Unvested Shares that were scheduled to vest first chronologically following such Vested Acceleration Event) and (b) the remaining 50% of the then Unvested Shares shall become Vested Shares on the earlier of (i) the date that such Unvested Shares are scheduled to vest under this Agreement and (ii) the first anniversary date of the occurrence of such Vesting Acceleration Event (such earlier date, the "Final Vesting Date"), . provided that a Termination of Employment has not occurred for Cause or by resignation on or prior to the Final Vesting Date. Except pursuant to clause (b) of the immediately preceding sentence, no Shares which have not already become Vested Shares shall become Vested Shares upon or after the Termination of Employment for any reason.

Vesting of Shares. On and after the date hereof, the terms of any repurchase of any Shares shall differ depending on whether such Shares are "Unvested Shares" or "Vested Shares". Initially, 2520% of the Shares shall be considered "Vested Shares" and all other Shares shall be considered "Unvested Shares". On each anniversary of September 24March 15, 2004 prior to the Termination of Employment, commencing with September 24March 15, 2005, 2520% of the original number of Shares shall become "Vested Shares", such that all of the Shares shall be Vested Shares as of and after September 24March 15, 2007 2008 if the Termination of Employment does not occur prior to such date. If a Target Disposition Event or a Public Sale occurs prior to a Termination of Employment (the first such event or sale, a "Vesting Acceleration Event"Event ), (a) 50% of the then Unvested Shares shall become Vested Shares upon the occurrence of such Vesting Acceleration Event (the Unvested Shares that become vested upon the occurrence of such Vesting Acceleration Event shall consist of the Unvested Shares that were scheduled to vest first chronologically following such Vested Acceleration Event) and (b) the remaining 50% of the then Unvested Shares shall become Vested Shares on the earlier of (i) the date that such Unvested Shares are scheduled to vest under this Agreement and (ii) the first anniversary date of the occurrence of such Vesting Acceleration Event (such earlier date, the "Final Vesting Date"), provided that a Termination of Employment has not occurred for Cause or by resignation on or prior to the Final Vesting Date. Except pursuant to clause (b) of the immediately preceding sentence, no Shares which have not already become Vested Shares shall become Vested Shares upon or after the Termination of Employment for any reason.

Vesting of Shares. On and after the date hereof, the terms of any repurchase of any (a) The Shares shall differ depending vest on whether such Shares are "Unvested Shares" the respective Vesting Dates set forth below, provided that the Grantee continues to serve as an employee, director or "Vested Shares". Initiallyconsultant of the Company as of the applicable Vesting Date (or sooner as provided for in paragraph (c) hereof), 25% subject to the provisions of the Plan: (i) ten thousand five hundred (10,500) of the Shares shall be considered "Vested Shares" and all other Shares shall be considered "Unvested Shares". On each on the first anniversary of September 24, 2004 prior to the Termination of Employment, commencing with September 24, 2005, 25% of date hereof (the original number of Shares shall become "Vested Shares", such that all “First Vesting Date”); and (ii) ten thousand five hundred (10,500) of the Shares shall be Vested Shares on December 31, 2022 (the “Second Vesting Date”); each of the First Vesting Date and the Second Vesting Date is referred to hereinafter as a “Vesting Date”. (b) Subject to the provisions of the Plan, in the event that the Grantee does not continue to serve as an employee, director or consultant of the Company as of a particular Vesting Date as a result of the termination of the Grantee’s employment for Cause or the Grantee’s resignation (other than for Good Reason), the Grantee shall not be entitled to receive any of the Shares issuable on such Vesting Date or thereafter, and after September 24this Agreement shall terminate and be of no further force or effect. (c) In the event that, 2007 if the Termination of Employment does not occur prior to such date. If a Target Disposition Event or a Public Sale occurs prior to a Termination of Employment particular Vesting Date (i) the first such event or sale, a "Vesting Acceleration Event")Grantee’s employment with the Company is terminated other than for Cause, (aii) 50% the Grantee’s employment with the Company is terminated as a result of the then Unvested Shares shall Grantee having become Vested Shares upon Disabled, (iii) the occurrence of such Vesting Acceleration Event (the Unvested Shares that become vested upon the occurrence of such Vesting Acceleration Event shall consist Grantee dies while an employee of the Unvested Company, or (iv) the Grantee resigns his employment with the Company for Good Reason, the Shares that were scheduled to vest first chronologically following on such Vested Acceleration EventVesting Date and thereafter shall instead vest on the date of termination of employment, the date of death or the date of resignation of employment, as the case may be (the “Termination Date”). (d) and (b) In the remaining 50% event that Shares vest on a Vesting Date or the Termination Date, as the case may be, the certificate representing the portion of the Shares then Unvested vested shall be issued by the Company as soon as reasonably practicable thereafter. (e) The number of Shares shall become Vested Shares on issuable to the earlier of (i) the date Grantee is subject to adjustment for any stock splits, reverse stock splits and other recapitalizations that such Unvested Shares are scheduled to vest under this Agreement and (ii) the first anniversary date of the occurrence of such Vesting Acceleration Event (such earlier date, the "Final Vesting Date"), provided that a Termination of Employment has not occurred for Cause or by resignation on or take effect prior to the Final a particular Vesting Date. Except pursuant to clause (b) of the immediately preceding sentence, no Shares which have not already become Vested Shares shall become Vested Shares upon Date or after the Termination of Employment for any reasonDate, as the case may be.

Vesting of Shares. On and after the date hereof, the terms of any repurchase of any Shares shall differ depending on whether such Shares are "Unvested Shares" or "Vested Shares". Initially, 25% All of the Shares shall be considered "regarded as “Unvested Shares” until the occurrence of Vesting Event Number 1 or Vesting Event Number 2. The number of Shares specified on the cover page in the column entitled “Vesting Events” shall become “Vested Shares" and all other ” (or shall “vest”) on the occurrence of Vesting Event Number 1 and/or Vesting Event Number 2, as applicable. All Shares shall be considered "held in escrow by the Company in accordance with the terms of Section 4 below. Notwithstanding anything herein to the contrary, upon the Involuntary Termination of Xxxxx XxXxxxxxx at any time prior to June 30, 2012, the vesting of all Shares shall be accelerated such that 100% of the Unvested Shares". On each anniversary of September 24, 2004 Shares held by the Stockholder pursuant to this Agreement immediately prior to the Termination of Employment, commencing with September 24, 2005, 25% of the original number of Shares shall become "Vested Shares", such that all of the Shares Date shall be considered Vested Shares as of and after September 24, 2007 if the Termination Date (as defined below), and upon the Involuntary Termination of Employment does not occur Xxxxx XxXxxxxxx at any time after June 30, 2012 and prior to such date. If a Target Disposition June 30, 2014, the Shares subject to vesting upon the occurrence of Vesting Event or a Public Sale occurs prior to a Termination of Employment (the first such event or sale, a "Vesting Acceleration Event"), (a) 50% of the then Unvested Shares Number 2 shall become Vested Shares upon the occurrence of such Vesting Acceleration Event (the Unvested Shares that become vested upon the occurrence of such Vesting Acceleration Event shall consist as of the Unvested Shares that were scheduled to vest first chronologically following such Vested Acceleration Event) and (b) Termination Date. As used herein the remaining 50% term “Involuntary Termination of Xxxxx XxXxxxxxx” shall mean the termination of the then Unvested Shares shall become Vested Shares on the earlier employment of (i) Xxxxx XxXxxxxxx by Revel Entertainment Group, LLC without “cause” or by Xxxxx XxXxxxxxx for “good reason” as each is defined in that certain Employment Agreement by and between Xxxxx XxXxxxxxx and Revel Entertainment Group, LLC dated as of the date that such Unvested Shares are scheduled hereof, as the same may be amended from time to vest under this Agreement time; and (ii) the first anniversary term “Termination Date” shall mean the date of upon which the occurrence of such Vesting Acceleration Event (such earlier date, the "Final Vesting Date"), provided that a Involuntary Termination of Employment has not occurred for Cause or by resignation on or prior to the Final Vesting Date. Except pursuant to clause (b) of the immediately preceding sentence, no Shares which have not already become Vested Shares shall become Vested Shares upon or after the Termination of Employment for any reasonXxxxx XxXxxxxxx is effective.

Vesting of Shares. On [TIME-BASED TEMPLATE] (a) Subject to Sections 3(b) and after the date hereof3(c) below, the terms of right to exercise this Option shall vest in installments, and this Option shall be exercisable from time to time in whole or in part as to any repurchase of any Shares shall differ depending on whether such Shares are "Unvested Shares" or "vested installment (“Vested Shares"”). Initially, 25% percent ( %) of the Shares shall be considered "become Vested Shares" and all other Shares shall be considered "Unvested Shares". On each on the first anniversary of September 24, 2004 prior to the Termination of Employment, commencing with September 24, 2005, 25% of “Vesting Commencement Date,” and the original number of Shares remainder shall become "Vested Shares"vest in equal monthly installments during the subsequent (__) months, such that all one hundred percent (100%) of the Shares shall be Vested Shares as on the (__) anniversary of and the “Vesting Commencement Date.” For these purposes, the Vesting Commencement Date shall be the Purchaser’s date of hire with the Company [OPTIONAL:: SPECIFY OTHER VESTING COMMENCEMENT DATE ]. Shares that have not yet become vested are herein called “Unvested Shares.” No additional shares shall vest after September 24, 2007 if the Termination date of Employment does not occur prior to such datetermination of Purchaser’s Continuous Service. If a Target Disposition Event or a Public Sale occurs prior to a Termination of Employment (the first such event or sale, a "Vesting Acceleration Event"), [PERFORMANCE-BASED TEMPLATE] (a) 50% Subject to Sections 3(b) and 3(c) below, the Shares acquired hereunder shall vest and become “Vested Shares” as follows: [Performance Goal] ___________ (__________) Shares [Performance Goal] ___________ (__________) Shares [Performance Goal] ___________ (__________) Shares Shares that have not yet become vested are herein called “Unvested Shares.” No additional shares shall vest after the date of termination of Purchaser’s Continuous Service regardless of whether or not the relevant Performance Goal is subsequently achieved. As used herein, the term “Continuous Service” means (i) employment by either the Company or any parent or subsidiary corporation of the then Unvested Shares shall become Vested Shares upon Company, or by any successor entity following a Change in Control, which is uninterrupted except for vacations, illness (except for permanent disability, as defined in Section 22(e)(3) of the occurrence Code), or leaves of absence which are approved in writing by the Company or any of such Vesting Acceleration Event other employer corporations, if applicable, (the Unvested Shares that become vested upon the occurrence of such Vesting Acceleration Event shall consist ii) service as a member of the Unvested Shares that were scheduled Board of Directors of the Company until Purchaser resigns, is removed from office, or Purchaser’s term of office expires and he or she is not reelected, or (iii) so long as Purchaser is engaged as a consultant or Service Provider to vest first chronologically following such Vested Acceleration Eventthe Company or other corporation referred to in clause (i) and above. (b) Notwithstanding Section 3(a), if Purchaser holds Shares at the remaining 50% time a Change in Control (as defined in Section 2.4 of the then Unvested Plan) occurs, all Repurchase Rights shall automatically terminate immediately prior to the consummation of such Change in Control, and the Shares subject to those terminated Repurchase Rights shall become Vested Shares on immediately vest in full, except to the earlier of (i) the date extent that such Unvested Shares are scheduled to vest under this Agreement and is continued, assumed, or substituted for by the acquiring or successor entity (iior parent thereof) in connection with such Change in Control. If the first anniversary Repurchase Rights automatically terminate in accordance with the provisions of this subsection (b), then the Administrator shall cause written notice of the Change in Control transaction to be given to Purchaser not less than fifteen (15) days prior to the anticipated effective date of the occurrence proposed transaction. (c) However, if in the event of a Change in Control the acquiring or successor entity (or parent thereof) provides for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering shares of a successor corporation (with appropriate adjustments as to the number and kind of shares and the purchase price), then the Repurchase Rights shall not terminate, and vesting of the Shares shall not accelerate in connection with such Vesting Acceleration Event Change in Control. (d) If the provisions of subsection (c) above apply, then this Agreement or the new substituted agreement shall continue to vest in accordance with the provisions of this Section 3 hereof and shall continue in effect for the remainder of the term of this Agreement. However, in the event of an Involuntary Termination (as defined below) of Purchaser’s Continuous Service within twelve (12) months following such earlier dateChange in Control, then all the Repurchase Rights shall automatically terminate, and vesting of the Shares shall accelerate in full automatically effective upon such Involuntary Termination. For purposes of this Section 3, the "Final Vesting Date"), provided that a Termination of Employment has not occurred for Cause or by resignation on or prior to following terms shall have the Final Vesting Date. Except pursuant to clause (b) of the immediately preceding sentence, no Shares which have not already become Vested Shares shall become Vested Shares upon or after the Termination of Employment for any reason.meanings set forth below:

Vesting of Shares. On and after the date hereof, This Option shall be exercisable as it vests. (a) Subject to the terms and conditions of any repurchase of any Shares this Agreement, this Option shall differ depending on whether such Shares are "Unvested Shares" or "Vested Shares". Initially, 25% become exercisable as to portions of the Shares as follows: (a) this Option shall not be considered "Vested Shares" and all other Shares shall be considered "Unvested Shares". On each anniversary of September 24, 2004 prior exercisable with respect to the Termination of Employment, commencing with September 24, 2005, 25% of the original number of Shares shall become "Vested Shares", such that all any of the Shares shall be Vested Shares as until the 3-month anniversary of and after September 24, 2007 if the Termination Date of Employment does not occur prior to such date. If a Target Disposition Event or a Public Sale occurs prior to a Termination of Employment Grant (the first such event or sale, a "“First Vesting Acceleration Event"Date”), (a) 50% of the then Unvested Shares shall become Vested Shares upon the occurrence of such Vesting Acceleration Event (the Unvested Shares that become vested upon the occurrence of such Vesting Acceleration Event shall consist of the Unvested Shares that were scheduled to vest first chronologically following such Vested Acceleration Event) and ; (b) if Optionee has continuously provided services to the remaining 50% Company, or any parent or subsidiary of the Company, at all times during the time period beginning on the Date of Grant and ending on the First Vesting Date, then Unvested Shares on the First Vesting Date, this Option shall become Vested exercisable as to 1/16th of the Shares; and (c) thereafter this Option shall become exercisable as to an additional 1/16th of the Shares on upon each 3-month anniversary of the earlier First Vesting Date; provided that Optionee has continuously provided services to the Company, or any parent or subsidiary of the Company, during the relevant year; and provided further that this Option shall cease to vest upon Optionee’s termination of employment with the Company. However, if the Company undergoes a Change of Control (i) before the date that such Unvested one (1) year anniversary of the Start Date, fifty percent (50%) of the unvested Shares are scheduled subject to this Option will immediately vest under this Agreement and become exercisable or released from the Company’s repurchase or reacquisition right, and (ii) if the first Company undergoes a Change of Control on or after the one (1) year anniversary date of the occurrence of such Vesting Acceleration Event Start Date, one hundred percent (such earlier date, the "Final Vesting Date"), provided that a Termination of Employment has not occurred for Cause or by resignation on or prior to the Final Vesting Date. Except pursuant to clause (b100%) of the unvested Shares subject to this Option will immediately preceding sentence, vest and become exercisable or released from the Company’s repurchase or reacquisition right. The Optionee shall in no Shares which have not already become Vested Shares shall become Vested Shares upon or after event be entitled under this Option to purchase a number of shares of the Termination of Employment for any reasonCompany’s Common Stock greater than the “Total Option Shares.”

Vesting of Shares. On and after the date hereof, the terms of any repurchase of any (a) The Shares shall differ depending vest on whether such Shares are "Unvested Shares" the respective Vesting Dates set forth below, provided that the Grantee continues to serve as an employee, director or "Vested Shares". Initially, 25% consultant of the Company as of the applicable Vesting Date (or sooner as provided for in paragraph (c) hereof): (i) Fifty-Two Thousand Four Hundred Seventy-Seven (52,477) of the Shares shall be considered "Vested Shares" and all other Shares shall be considered "Unvested Shares". On each on the first anniversary of September 24, 2004 prior to the Termination of Employment, commencing with September 24, 2005, 25% of date hereof (the original number of Shares shall become "Vested Shares", such that all “First Vesting Date”); (ii) Fifty-Two Thousand Four Hundred Seventy-Seven (52,477) of the Shares shall be Vested on the second anniversary of the date hereof (the “Second Vesting Date”); and (iii) Fifty-Two Thousand Four Hundred Seventy-Seven (52,477) of the Shares on December 31, 2022 (the “Third Vesting Date”); each of the First Vesting Date, the Second Vesting Date and the Third Vesting Date is referred to hereinafter as a “Vesting Date”. (b) In the event that the Grantee does not continue to serve as an employee, director or consultant of the Company as of a particular Vesting Date as a result of the termination of the Grantee’s employment for Cause or the Grantee’s resignation (other than for Good Reason), the Grantee shall not be entitled to receive any of the Shares issuable on such Vesting Date or thereafter, and after September 24this Agreement shall terminate and be of no further force or effect. (c) In the event that, 2007 if the Termination of Employment does not occur prior to such date. If a Target Disposition Event or a Public Sale occurs prior to a Termination of Employment particular Vesting Date (i) the first such event or sale, a "Vesting Acceleration Event")Grantee’s employment with the Company is terminated other than for Cause, (aii) 50% the Grantee’s employment with the Company is terminated as a result of the then Unvested Shares shall Grantee having become Vested Shares upon Disabled, (iii) the occurrence of such Vesting Acceleration Event (the Unvested Shares that become vested upon the occurrence of such Vesting Acceleration Event shall consist Grantee dies while an employee of the Unvested Company, or (iv) the Grantee resigns his employment with the Company for Good Reason, the Shares that were scheduled to vest first chronologically following on such Vested Acceleration EventVesting Date and thereafter shall instead vest on the date of termination of employment, the date of death or the date of resignation of employment, as the case may be (the “Termination Date”). (d) and (b) In the remaining 50% event that Shares vest on a Vesting Date or the Termination Date, as the case may be, the certificate representing the portion of the Shares then Unvested vested shall be issued by the Company as soon as reasonably practicable thereafter. (e) The number of Shares shall become Vested Shares on issuable to the earlier of (i) the date Grantee is subject to adjustment for any stock splits, reverse stock splits and other recapitalizations that such Unvested Shares are scheduled to vest under this Agreement and (ii) the first anniversary date of the occurrence of such Vesting Acceleration Event (such earlier date, the "Final Vesting Date"), provided that a Termination of Employment has not occurred for Cause or by resignation on or take effect prior to the Final a particular Vesting Date. Except pursuant to clause (b) of the immediately preceding sentence, no Shares which have not already become Vested Shares shall become Vested Shares upon Date or after the Termination of Employment for any reasonDate, as the case may be.

Vesting of Shares. On and after the date hereof, the terms of any repurchase of any Shares shall differ depending on whether such Shares are "Unvested Shares" or "Vested Shares". Initially, 25% (a) Ownership of the Shares shall be considered "Vested Shares" and all other vest pursuant to the following vesting schedule, provided, in each case, the Participant is still employed or retained by the Company or one of its Subsidiaries: (i) on the [ ] anniversary of the Vesting Start Date (as set forth above), the Restricted Shares will vest with respect to [ ] of the total number of Restricted Shares as set forth above; (ii) [on each succeeding anniversary of the Vesting Start Date, the Restricted Shares will vest with respect to [ ] of the Restricted Shares so that on the [ ] anniversary of the Vesting Start Date, the Restricted Shares shall be considered "Unvested Shares". On fully vested; and] (iii) [on the last day of each succeeding [ ]-month period beginning on the [ ] anniversary of September 24the Vesting Start Date, 2004 prior the Restricted Shares will vest with respect to an additional [ ] of the Restricted Shares; (and as of the last day of each such [ ]-month period, the resulting aggregate number of vested Restricted Shares will be rounded down to the Termination nearest whole number of Employment, commencing with September 24, 2005, 25% Restricted Shares); so that on the day before the [ ] anniversary of the original number of Shares shall become "Vested Shares"Vesting Start Date, such that all of the Restricted Shares shall be Vested Shares as of and after September 24fully vested;] (b) The foregoing vesting schedule notwithstanding, 2007 if the Termination of Employment does not occur prior to such date. If a Target Disposition Event or a Public Sale occurs prior to a Termination of Employment (the first such event or sale, a "Vesting Acceleration Event"), (a) 50% of the then Unvested Shares shall become Vested Shares upon the occurrence of such Vesting Acceleration Event (the Unvested a Change in Control, all Restricted Shares that or portions thereof not yet vested shall become vested upon the occurrence immediately vested, provided Participant is actively employed as of such Vesting Acceleration Event shall consist date. (c) The foregoing vesting schedule notwithstanding, if the employment or other relationship of the Unvested Shares that were scheduled to vest first chronologically following such Vested Acceleration Event) and (b) Participant with the remaining 50% Company or one of its Subsidiaries terminates by reason of the then Unvested Participant’s Disability or death, all Restricted Shares or portions thereof not yet vested shall become Vested Shares on the earlier of (i) the date that such Unvested Shares are scheduled to vest under this Agreement and (ii) the first anniversary date of the occurrence of such Vesting Acceleration Event (such earlier date, the "Final Vesting Date"), provided that a Termination of Employment has not occurred for Cause or by resignation on or prior to the Final Vesting Date. Except pursuant to clause (b) of the immediately preceding sentence, no Shares which have not already become Vested Shares shall become Vested Shares upon or after the Termination of Employment for any reasonvested.

Vesting of Shares. On and after the date hereof, This Option shall be exercisable as it vests. Subject to the terms and conditions of the Plan and this Agreement, this Option shall vest and become exercisable as to portions of the Shares as follows: (a) this Option shall not be exercisable with respect to any repurchase of the Shares until April 9, 2005 (the “First Vesting Date”); (b) if Optionee has continuously provided services to the Company, or any Shares Parent or Subsidiary of the Company, then on the First Vesting Date, this Option shall differ depending on whether such Shares are "Unvested become exercisable as to 20% of the Shares" or "Vested Shares". Initially, 25; and (c) thereafter this Option shall become exercisable as to an additional 20% of the Shares shall be considered "Vested Shares" and all other Shares shall be considered "Unvested Shares". On on each anniversary of September 24the First Vesting Date, 2004 prior provided that Optionee has continuously provided services to the Termination of EmploymentCompany, commencing with September 24, 2005, 25% or any Parent or Subsidiary of the original number of Shares shall become "Vested Shares"Company, such that at all of times during the Shares shall be Vested Shares as of relevant vesting period. For each fiscal year the Company sets a revenue milestone for the Company’s Communications, Publishing & Training business unit (the “Revenue Target”) and after September 24, 2007 if the Termination Company achieves the Revenue Target for the fiscal year ending March 31, 2005 (as determined by the Committee in its sole discretion) then vesting of Employment does not occur prior to such date. If a Target Disposition Event or a Public Sale occurs prior to a Termination of Employment (the first such event or sale, a "Vesting Acceleration Event"), (a) 50% of the then Unvested Shares in each vesting installment after April 9, 2006, shall become Vested Shares upon vest on the occurrence later of April 9, 2005 and the date the Corporation publicly releases its financial results for such Vesting Acceleration Event fiscal year (the Unvested Shares that become vested upon the occurrence for a total of such Vesting Acceleration Event shall consist of the Unvested Shares that were scheduled to vest first chronologically following such Vested Acceleration Event) and (b) the remaining 50% of the Shares that may vest on April 9, 2005). If the Company achieves the Revenue Target for the fiscal year ending March 31, 2006 (as determined by the Committee in its sole discretion) then Unvested all remaining Shares shall become Vested Shares vest on the earlier later of (i) April 9, 2006 and the date that the Corporation publicly releases its financial results for such Unvested Shares are scheduled fiscal year. This Option shall cease to vest upon Optionee’s Termination and Optionee shall in no event be entitled under this Agreement and (ii) the first anniversary date Option to purchase a number of shares of the occurrence Company’s Common Stock greater than the “Total Option Shares.” If application of the vesting percentage causes a fractional share in a given vesting installment, such Vesting Acceleration Event (such earlier date, the "Final Vesting Date"), provided that a Termination of Employment has not occurred for Cause or by resignation on or prior installment shall be rounded down to the Final Vesting Date. Except pursuant to clause (b) of nearest whole share except for the immediately preceding sentence, no Shares which have not already become Vested Shares shall become Vested Shares upon or after the Termination of Employment for any reasonfinal vesting installment.

Vesting of Shares. On (a) Shares granted under this Plan shall vest and after the date hereof, right of a Participant to the terms of any repurchase of any Shares shall differ depending on whether such Shares are "Unvested Shares" or "Vested Shares". Initially, 25% of the Plan Shares shall be considered "nonforfeitable in accordance with the following schedule: Date When Plan Shares Percentage of Plan Become Vested Shares" and all other Shares Vested ------------------- ------------------- First Anniversary of Award of Plan Shares 20% Second Anniversary of Award of Plan Shares 20% Third Anniversary of Award of Plan Shares 20% Fourth Anniversary of Award of Plan Shares 20% Fifth Anniversary of Award of Plan Shares 20% (b) In determining the number of shares vested under the above vesting schedule, a Participant shall not receive fractional shares. If the product resulting from multiplying the vested percentage times the allocated shares results in a fractional share, then a Participant's vested right shall be considered "Unvested Shares". On each anniversary rounded down to the nearest whole number of September 24shares. (c) In the event any Participant shall no longer be either a director or an employee of the Bank or any Subsidiary for any reason, 2004 other than as provided in subparagraph 6(d)below, and such Participant does not have a 100% vested interest in his or her shares under the Plan, then any shares which are not vested, based upon the applicable schedule in subparagraph 6(a) above, shall be forfeited and, provided this Plan has not terminated pursuant to paragraph 18 below, shall be available again for Awards to Participants as may be determined by the Committee. (d) In the event that a Participant shall no longer be an employee or a director of the Bank or any Subsidiary because of such Participant's disability or death, prior to the Termination date when all shares allocated to him or her would be 100% vested in accordance with the schedule in subparagraph 6(a) above, then, notwithstanding the foregoing schedule in subparagraph 6(a) above, all shares allocated to such Participant shall immediately become fully vested and nonforfeitable. For purposes of Employmentthis Plan, commencing with September 24, 2005, 25% of the original number of Shares shall become term "Vested Shares", such that all of the Shares disability" shall be Vested Shares defined in the same manner as of and after September 24, 2007 if the Termination of Employment does not occur prior to such date. If a Target Disposition Event or a Public Sale occurs prior to a Termination of Employment (the first such event or sale, a "Vesting Acceleration Event"), (a) 50% of the then Unvested Shares shall become Vested Shares upon the occurrence of such Vesting Acceleration Event (the Unvested Shares that become vested upon the occurrence of such Vesting Acceleration Event shall consist of the Unvested Shares that were scheduled to vest first chronologically following such Vested Acceleration Event) and (b) the remaining 50% of the then Unvested Shares shall become Vested Shares on the earlier of (i) the date that such Unvested Shares are scheduled to vest under this Agreement and (ii) the first anniversary date of the occurrence of such Vesting Acceleration Event (such earlier date, the "Final Vesting Date"), provided that a Termination of Employment has not occurred for Cause or by resignation on or prior to the Final Vesting Date. Except pursuant to clause (bterm is defined in Section 22(e)(3) of the immediately preceding sentenceInternal Revenue Code of 1986, no Shares which have not already become Vested Shares shall become Vested Shares upon or after as amended (the Termination of Employment for any reason"Code").

Vesting of Shares. On and after the date hereof, the terms of any repurchase of any Shares shall differ depending on whether such Shares are "Unvested Shares" or "Vested Shares". Initially, 2520% of the Shares shall be considered "Vested Shares" and all other Shares shall be considered "Unvested Shares". On each anniversary of September 24[March 31, 2004 2004] prior to the Termination termination of Employment, commencing with September 24[March 31, 2005], 2520% of the original number of Shares shall become "Vested Shares", such that all of the Shares shall be Vested Shares as of and after September 24[March 31, 2007 2008] if the Termination of Employment does not occur prior to such date. If a Target Disposition Event or a Public Sale occurs prior to a Termination of Employment (the first such event or sale, a "Vesting Acceleration Event"), (a) 50% of the then Unvested Shares shall become Vested Shares upon the occurrence occurence of such Vesting Acceleration Event (the Unvested Shares that become vested upon the occurrence occurence of such Vesting Acceleration Event shall consist of the Unvested Shares that were scheduled to vest first chronologically following such Vested Acceleration Event) and (b) the remaining 50% of the then Unvested Shares shall become Vested Shares on the earlier of (i) the date that such Unvested Shares are scheduled to vest under this Agreement and (ii) the first anniversary date of the occurrence occurence of such Vesting Acceleration Event (such earlier date, the "Final Vesting Date"), provided that a Termination of Employment has not occurred occured for Cause or by resignation on or prior to the Final Vesting Date. Except pursuant to clause (b) of the immediately preceding sentence, no Shares which have not already become Vested Shares shall become Vested Shares upon or after the Termination of Employment for any reason.