Common use of Vesting of the Restricted Shares Clause in Contracts

Vesting of the Restricted Shares. (a) Subject to the Participant’s continued service with the Company, the Restricted Shares shall vest and become nonforfeitable after one year from the Grant Date as to one third of the Restricted Shares, after two years from the Grant Date as to two thirds of the Restricted Shares and after three years from the Grant Date as to 100% of the Restricted Shares. (b) If the Participant’s service with the Company terminates or is terminated due to (i) the Participant’s death; (ii) the Participant becoming Disabled (as defined in the Participant’s employment agreement); (iii) a Without Cause Termination (as defined in the Participant’s employment agreement); or (iv) a Constructive Discharge (as defined in the Participant’s employment agreement), the Restricted Shares will become immediately and fully vested. If the Participant’s service with the Company terminates or is terminated for any reason other than as set forth in the preceding sentence, the Restricted Shares shall, to the extent not then vested, be forfeited by the Participant without consideration. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event a Change in Control occurs, the Restricted Shares shall, to the extent not then vested and not previously forfeited, immediately become fully vested, subject to the terms of the Plan.

Vesting of the Restricted Shares. (a) Subject to the Participant’s continued service with the Company, the Restricted Shares shall vest and become nonforfeitable after one year from the Grant Date as to one third of the Restricted SharesApril 30, after two years from the Grant Date as to two thirds of the Restricted Shares and after three years from the Grant Date 2011 as to 100% of the Restricted Shares. (b) If the Participant’s service with the Company terminates or is terminated due to (i) the Participant’s death; (ii) the Participant becoming Disabled (as defined in the Participant’s employment agreement); (iii) a Without Cause Termination (as defined in the Participant’s employment agreement); or (iv) a Constructive Discharge (as defined in the Participant’s employment agreement), the Restricted Shares will become immediately and fully vested. If the Participant’s service with the Company terminates or is terminated for any reason other than as set forth in the preceding sentence, the Restricted Shares shall, to the extent not then vested, be forfeited by the Participant without consideration. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event a Change in Control occurs, the Restricted Shares shall, to the extent not then vested and not previously forfeited, immediately become fully vested, subject to the terms of the Plan.