Common use of VESTING; TERMINATION OF EMPLOYMENT OR SERVICE Clause in Contracts

VESTING; TERMINATION OF EMPLOYMENT OR SERVICE. (a) All of the Award Shares are nonvested and forfeitable as of the Grant Date. For clarity, as used in this Agreement, the term “vest” means the lapse of restrictions on the Award Shares in accordance with the terms of this Agreement. (b) The Award Shares shall become vested and nonforfeitable, if at all, in accordance with the rules set forth below, provided that your service with the Company as a member of its Board of Directors ( “Service”) is continuous from the Grant Date through the applicable vesting date. No Award Shares shall vest or become nonforfeitable after the date your Service terminates for any reason. If your Service with the Company ceases for any reason, all Award Shares that are not then vested and nonforfeitable will be immediately forfeited by you and transferred to the Company upon such cessation for no consideration. (c) Vesting of the Award Shares is conditioned upon your continuous Service through the applicable vesting date. The aggregate number of whole Award Shares subject to this Agreement that shall have become vested as of any date is determined by multiplying the number of Award Shares listed above by the following percentage and rounding down: Prior to August 27, 2009 0% On or after August 27, 2009 and prior to August 27, 2010 33.3% On or after August 27, 2010 and prior to August 27, 2011 66.6% On or after August 27, 2011 100% As provided in Section 3 below, an Award Share becomes transferable 11 months after the date on which it becomes vested and nonforfeitable.

VESTING; TERMINATION OF EMPLOYMENT OR SERVICE. (a) All of the Award Shares are nonvested and forfeitable as of the Grant Date. For clarity, as used in this Agreement, the term “vest” means the lapse of restrictions on the Award Shares in accordance with the terms of this Agreement. (b) The Award Shares shall become vested and nonforfeitable, if at all, in accordance with the rules set forth below, provided that your service with the Company as a member of its Board of Directors ( “Service”) is continuous from the Grant Date through the applicable vesting date. No Award Shares shall vest or become nonforfeitable after the date your Service terminates for any reason. If your Service with the Company ceases for any reason, all Award Shares that are not then vested and nonforfeitable will be immediately forfeited by you and transferred to the Company upon such cessation for no consideration. (c) Vesting of the Award Shares is conditioned upon your continuous Service through the applicable vesting date. The aggregate number of whole Award Shares subject to this Agreement that shall have become vested as of any date is determined by multiplying the number of Award Shares listed above by the following percentage and rounding down: Prior to August 27February 6, 2009 0% On or after August 27February 6, 2009 and prior to August 27February 6, 2010 33.333.333% On or after August 27February 6, 2010 and prior to August 27February 6, 2011 66.666.666% On or after August 27February 6, 2011 100% As provided in Section 3 below, an Award Share becomes transferable 11 months after the date on which it becomes vested and nonforfeitable.