Common use of CONDITION OF AWARD Clause in Contracts

CONDITION OF AWARD. The Restricted Shares are subject to the following vesting conditions: 1,000,000 of the Restricted Shares shall vest upon Recipient achieving sales by December 31, 2005 of at least $10,000,000 in gross revenue to the Company, and the remaining 1,000,000 Restricted Shares shall vest upon Recipient achieving additional sales by December 31, 2005 of at least $10,000,000 in gross revenue to the Company. If Recipient does not achieve gross sales of at least $10,000,000 by December 31, 2005, then a pro rata portion of the Restricted Shares shall vest based upon the following formula: $ amount of gross sales achieved by December 31, 2005/$10,000,000 X 1,000,000. If Recipient achieves more than $10,000,000 in gross sales but less than $20,000,000 in gross sales by December 31, 2005, then a pro rata portion of the Restricted Shares shall vest based upon the following formula: $ amount of gross sales achieved by December 31, 2005/$20,000,000 X 1,000,000. All calculations relating to gross sales and revenue shall be made in accordance with U.S. GAAP. The Company shall hold the Restricted Shares in escrow pending satisfaction of the foregoing vesting conditions. As the vesting conditions are satisfied, the vested Restricted Shares shall be released to the Recipient. All Restricted Shares that do not vest as of December 31, 2005 shall be automatically rescinded and cancelled without any further action by the Recipient required.