Common use of Vesting Shares Clause in Contracts

Vesting Shares. o The first vesting date for the Performance-Vesting Shares shall be December 31, 2008. Up to fifty percent (50%) of the Performance-Vesting Shares may vest on that date, depending on the degree to which a performance goal based on the cash earnings of the Company during the fourth quarter of the preceding fiscal year, 2007, has been met, in accordance with the schedule set forth on Exhibit B hereto. Any of such shares which do not vest on the first vesting date shall not be forfeited, but shall remain subject to the terms and conditions of the Initial Restricted Stock Grant. o The second vesting date for the Performance-Vesting Shares shall be December 31, 2009. Up to hundred percent (100%) of the Performance-Vesting Shares still subject to the Initial Restricted Stock Grant (including shares which failed to vest at the first vesting date) may vest on the second vesting date, depending on the degree to which a performance goal based on the cash earnings of the Company during the fourth quarter of the preceding fiscal year, 2008, has been met, in accordance with the schedule set forth on Exhibit B hereto. Any of such shares which do not vest on the second vesting date shall be forfeited. o If the Executive's employment shall be terminated by the Company without Cause or by the Executive for Good Reason at any time prior to the second vesting date, the shares of Common Stock subject to the Initial Restricted Stock Grant at the time of such termination shall remain subject to the Initial Restricted Stock Grant until the vesting date which immediately follows such termination. Upon such vesting date the same number of shares shall vest as would have vested if the Executive had remained employed by the Company on such vesting date. If the Executive's employment terminates for any other reason while shares of Common Stock remain subject to the terms and conditions of the Initial Restricted Stock Grant, all such shares shall be forfeited at such termination.

Vesting Shares. o The first Subject to the Executive's continuing to be employed by the Company on the relevant vesting date for date, one-third (1/3) of the PerformanceTime-Vesting Shares shall be vest on each of the following three vesting dates: December 31, 2007, December 31, 2008. Up to fifty percent (50%) of the Performance-Vesting Shares may vest on that date, depending on the degree to which a performance goal based on the cash earnings of the Company during the fourth quarter of the preceding fiscal year, 2007, has been met, in accordance with the schedule set forth on Exhibit B hereto. Any of such shares which do not vest on the first vesting date shall not be forfeited, but shall remain subject to the terms and conditions of the Initial Restricted Stock Grant. o The second vesting date for the Performance-Vesting Shares shall be December 31, 2009. Up to hundred percent (; provided that, upon the occurrence of a Change of Control, 100%) % of the PerformanceTime-Vesting Shares still subject to the Initial Restricted Stock Grant (including shares which failed to vest that are not vested at the first vesting date) may vest on the second vesting date, depending on the degree to which a performance goal based on the cash earnings of the Company during the fourth quarter of the preceding fiscal year, 2008, has been met, in accordance with the schedule set forth on Exhibit B hereto. Any of such shares which do not vest on the second vesting date that time shall be forfeitedimmediately vest. o If the Executive's employment shall be terminated by the Company without Cause or by the Executive for with Good Reason at any time prior to December 31, 2007, one-third of the second vesting date, the shares of Common Stock Time-Vesting Shares remaining subject to the Initial Restricted Stock Grant at shall vest and any remaining Time-Vesting Shares shall be immediately forfeited. If the time Executive's employment is so terminated after December 31, 2007, and prior to December 31, 2008, one-half of such termination shall remain the Time-Vesting Shares remaining subject to the Initial Restricted Stock Grant until the vesting date which immediately follows such termination. Upon such vesting date the same number of shares shall vest as would have vested if and any remaining Time-Vesting Shares shall be immediately forfeited. If the Executive had remained employed by Executive's employment is so terminated after December 31, 2008, and prior to December 31, 2009, all of the Company on such vesting dateTime-Vesting Shares remaining subject to the Initial Restricted Stock Grant shall vest. If the Executive's employment terminates for any other reason while shares of Common Stock Time-Vesting Shares remain subject to the terms and conditions of the Initial Restricted Stock Grant, all such shares shall be forfeited at such termination. As to all Shares subject to the Initial Restricted Stock Grant: --------------------------------------------------------------- o With respect to all shares of Common Stock subject to the Initial Restricted Stock Grant, the Executive shall be entitled to receive, and retain, all ordinary and extraordinary cash and stock dividends which may be declared on the Company's Common Stock after the date of grant and before any forfeiture thereof (regardless of whether a share later vests or is forfeited). o All shares of Common Stock which vest under the Initial Restricted Stock Grant shall be subject to the Company's general policies regarding the sale of Common Stock by executives in effect from time to time. During his employment with the Company, the Executive shall be eligible to receive grants under the Company's Omnibus Stock Incentive Plan.