Common use of Vesting Restriction Clause in Contracts

Vesting Restriction. (a) Except as otherwise provided in Sections 3(a) and 3(b) below, in the event that the Executive continues to remain employed by the Company or an Affiliate and the Company achieves the Adjusted EBITDA targets set forth in this Section 3(a), the Executive will be entitled to a nonforfeitable right to a portion of the Shares in accordance with the following schedule. In the event that the Executive ceases to be employed by the Company on or after the date hereof for any reason prior to achieving the targets set forth below, the Executive will forfeit any and all rights to the portion of the Shares that have not vested in accordance with the following schedule. $3,357,000 in Adjusted EBITDA for the twelve (12) consecutive month period ending December 31, 2007 30,000 Shares $7,565,000 in Adjusted EBITDA for the twelve (12) consecutive month period ending December 31, 2008 as may be modified by the Company’s Board of Directors during the budget process conducted with the Company’s management 30,000 Shares (b) If the Executive dies or becomes Disabled while employed by the Company prior to achieving the targets set forth in Section 3(a), the Shares shall nevertheless vest if such target(s) is (are) achieved during the calendar twelve (12) month period ended during the calendar twelve (12) month period immediately following such death or Disability. (c) If, while the Executive is employed by the Company, a Change in Control occurs, all Shares granted hereunder shall immediately vest regardless of whether such Shares would have vested pursuant to the Schedule set forth in Section 3(a).

Vesting Restriction. (a) Except as otherwise provided in Sections 3(a) and 3(b) below, in the event that the Executive continues to remain employed by the Company or an Affiliate and the Company achieves the Adjusted EBITDA targets set forth in this Section 3(a), the Executive will be entitled to a nonforfeitable right to a portion of the Shares in accordance with the following schedule. In the event that the Executive ceases to be employed by the Company on or after the date hereof for any reason prior to achieving the targets set forth below, the Executive will forfeit any and all rights to the portion of the Shares that have not vested in accordance with the following schedule. $3,357,000 in Adjusted EBITDA for the twelve (12) consecutive month period ending December 31, 2007 30,000 80,000 Shares $7,565,000 in Adjusted EBITDA for the twelve (12) consecutive month period ending December 31, 2008 as may be modified by the Company’s Board of Directors during the budget process conducted with the Company’s management 30,000 80,000 Shares (b) If the Executive dies or becomes Disabled while employed by the Company prior to achieving the targets set forth in Section 3(a), the Shares shall nevertheless vest if such target(s) is (are) achieved during the calendar twelve (12) month period ended during the calendar twelve (12) month period immediately following such death or Disability. (c) If, while the Executive is employed by the Company, a Change in Control occurs, all Shares granted hereunder shall immediately vest regardless of whether such Shares would have vested pursuant to the Schedule set forth in Section 3(a).

Vesting Restriction. (a) Except as otherwise provided in Sections 3(a) and 3(b) below, in the event that the Executive continues to remain employed by the Company or an Affiliate and the Company achieves the Adjusted EBITDA targets set forth in this Section 3(a), the Executive will be entitled to a nonforfeitable right to a portion of the Shares in accordance with the following schedule. In the event that the Executive ceases to be employed by the Company on or after the date hereof for any reason prior to achieving the targets set forth below, the Executive will forfeit any and all rights to the portion of the Shares that have not vested in accordance with the following schedule. (i) $3,357,000 5,000,000 in Adjusted EBITDA for the during any consecutive twelve (12) consecutive month period ending December 31on or before June 30, 2007 30,000 Shares 2009, or (ii) $7,565,000 1,250,000 in Adjusted EBITDA for during the three (3) months ending June 30, 2009. 175,000 Shares $7,000,000 in Adjusted EBITDA during any consecutive twelve (12) consecutive month period ending December 31on or before June 30, 2008 as may be modified by the Company’s Board of Directors during the budget process conducted with the Company’s management 30,000 2011. 175,000 Shares (b) If the Executive dies or becomes Disabled while employed by the Company prior to achieving the targets set forth in Section 3(a), the Shares shall nevertheless vest if such target(s) is are achieved (arei) achieved during the with respect to any twelve (12) month target, for any calendar twelve (12) month period ended ending during the calendar twelve (12) month period immediately following such death or Disability, or (ii) with respect to the three (3) month target, for any calendar three (3) month period ending during the calendar three (3) month period immediately following such death or Disability. (c) If, while the Executive is employed by the Company, a Change in Control occurs, all Shares granted hereunder shall immediately vest regardless of whether such Shares would have vested pursuant to the Schedule schedule set forth in Section 3(a).