Common use of Additional Vesting Clause in Contracts

Additional Vesting. As additional consideration for the release of claims as set forth herein, the Company agrees to give Employee the opportunity to earn up to a maximum of twelve months of additional vesting on Employee’s outstanding options to purchase Company common stock (the “Options) represented by the Stock Option Agreements, subject to certain restrictions. The Compensation Committee of the Company’s Board of Directors (the “Committee”) will meet with Employee on a rolling basis every two months, commencing two months after June 30, 2002 and ending one year from June 30, 2002. Employee agrees to make himself reasonably available to meet with the Committee at a mutually agreed upon time and place, at which time Employee will provide information regarding communications, if any, he has had regarding the Company in the prior two-month period (the “Review Period”)). The Committee agrees to meet with Employee every two months, on a date no later than thirty (30) days after the last day of the second month of the applicable Review Period in order to assess Employee’s communications, if any, regarding the Company during such period. If the Committee determines in its sole and absolute discretion that Employee’s communications, if any, regarding the Company are acceptable, two months of the Options will vest and become exercisable as if Employee had continued providing services to the Company for such two-month Review Period and Employee will be eligible to continue to earn additional vesting in two-month increments. If during the initial Review Period or at any time thereafter, the Committee determines that Employee’s communications regarding the Company are not acceptable, there will be no additional vesting and all future opportunities for additional vesting of the Options will be permanently forfeited, including any opportunity for accelerated vesting provided for pursuant to Paragraph 1(c)(ii) below. Unless the Committee and Employee agree to an alternate meeting date after a Review Period, if the Committee fails to meet with Employee on a date no later than thirty (30) days after the last day of the second month of the Review Period due to the Committee’s failure to propose a meeting date, two months of the Options will vest and become exercisable as if Employee had continued providing services to the Company. However, upon the request of the Committee, Employee agrees that he shall nonetheless make himself reasonably available to meet with the Committee at a mutually agreed upon time and place, at which time Employee will provide information regarding communications, if any, he has had regarding the Company in the preceding Review Period so that the Committee may assess Employee’s communications.

Additional Vesting. As additional consideration for the release of claims as set forth herein, the Company agrees to give Employee the opportunity to earn up to a maximum of twelve months of additional vesting on Employee’s outstanding options to purchase Company common stock (the “Options”) represented by the Stock Option Agreements, subject to certain restrictions. The Compensation Committee of the Company’s Board of Directors (the “Committee”) will meet with Employee in person or by telephone on a rolling basis every two months, commencing two months after June 30July 31, 2002 2003 and ending one year from June 30July 31, 20022003. Employee agrees to make himself reasonably available in person or by telephone to meet with the Committee at a mutually agreed upon time and place, at which time Employee will provide information regarding communications, if any, he has had regarding the Company in the prior two-month period (the “Review Period”)). The Committee agrees to meet with Employee every two monthsmonths in person or by telephone, on a date no later than thirty (30) days after the last day of the second month of the applicable Review Period in order to assess Employee’s communications, if any, regarding the Company during such period. If the Committee determines in its sole and absolute discretion that Employee’s communications, if any, regarding the Company are acceptable, two months of the Options will vest and become exercisable as if Employee had continued providing services to the Company for such two-month Review Period and Employee will be eligible to continue to earn additional vesting in two-month increments. If during the initial Review Period or at any time thereafter, the Committee determines that Employee’s communications regarding the Company are not acceptable, there will be no additional vesting and all future opportunities for additional vesting of the Options will be permanently forfeited, including any opportunity for accelerated vesting provided for pursuant to Paragraph 1(c)(ii2(c)(ii) below. Unless the Committee and Employee agree to an alternate meeting date after a Review Period, if the Committee fails to meet with Employee on a date no later than thirty (30) days after the last day of the second month of the Review Period due to the Committee’s failure to propose a meeting date, two months of the Options will vest and become exercisable as if Employee had continued providing services to the Company. However, upon the request of the Committee, Employee agrees that he shall nonetheless make himself reasonably available to meet in person or by telephone with the Committee at a mutually agreed upon time and place, at which time Employee will provide information regarding communications, if any, he has had regarding the Company in the preceding Review Period so that the Committee may assess Employee’s communications. The Parties agree that no options will be impacted by truthful testimony provided in a formal hearing or deposition in a court or regulatory proceeding.