Common use of Eligibility for Performance Based Restricted Stock Grants Clause in Contracts

Eligibility for Performance Based Restricted Stock Grants. Executive will also be eligible to earn performance based restricted stock awards for each of the 2012 and 2013 fiscal years and each fiscal year thereafter to the extent that the Employment Term is extended (the “Performance Based Restricted Shares”). For each year, the Performance Based Restricted Share award will be a number of restricted shares of the Company's common stock determined by dividing $150,000 by the fair market value of the Company's common stock on the date of issuance, as recommended by the Chief Executive Officer and approved by the Compensation Committee. The date of issuance in each case will occur within 90 days following the completion of the applicable fiscal year. The target Performance Based Restricted Share award for a given year will be issuable only if specified corporate performance goals are achieved in that year and Executive remains in continuous service with the Company through the applicable date of issuance. The corporate performance goals relevant for each fiscal year will be established by the Compensation Committee no later than 90 days following the start of that year. The Compensation Committee may, in its discretion, establish an opportunity for Executive to earn an award of up to 25% larger or smaller than the target Performance Based Restricted Share award in the event of over- or under-performance of the specified corporate performance goals. Any Performance Based Restricted Shares issued under this paragraph will be subject to (i) time-based vesting in 12 substantially equal installments, based on Executive's continued service to the Company for the 12 calendar quarters following the applicable date of issuance; provided that, if Executive’s employment is terminated by the Company without “Cause” (other than by reason of death or “Disability”) as such term is defined herein and Executive timely complies with the conditions set forth herein regarding the execution of a release of claims in favor of the Company, any otherwise unvested Performance Based Restricted Shares will then vest. Notwithstanding the foregoing, as provided in Section 8(d) herein, none of the then issued but unvested Performance Based Restricted Shares shall vest in the event that the Company elects not to extend the Employment Term. In addition, to the extent determined by the Compensation Committee, the Performance Based Restricted Share opportunity described in this paragraph will be subject to such other terms and conditions as may be necessary or desirable to facilitate exemption from the limitations of Section 162(m) of Internal Revenue Code.

Eligibility for Performance Based Restricted Stock Grants. Executive will also be eligible to earn performance based restricted stock awards for each of the 2012 and 2013 fiscal years and each fiscal year thereafter to the extent that the Employment Term is extended (the “Performance Based Restricted Shares”). For each year, the Performance Based Restricted Share award will be a number of restricted shares of the Company's common stock determined by dividing $150,000 by the fair market value of the Company's common stock on the date of issuance, as recommended by the Chief Executive Officer and approved by the Compensation Committee. The date of issuance in each case will occur within 90 days following the completion of the applicable fiscal year. The target Performance Based Restricted Share award for a given year will be issuable only if specified corporate performance goals are achieved in that year and Executive remains in continuous service with the Company through the applicable date of issuance. The corporate performance goals relevant for each fiscal year will be established by the Compensation Committee no later than 90 days following the start of that year. The Compensation Committee may, in its discretion, establish an opportunity for Executive to earn an award of up to 25% larger or smaller than the target Performance Based Restricted Share award in the event of over- or under-performance of the specified corporate performance goals. Any Performance Based Restricted Shares issued under this paragraph will be subject to (i) time-based vesting in 12 substantially equal installments, based on Executive's continued service to the Company for the 12 calendar quarters following the applicable date of issuance; provided that, if Executive’s employment is terminated by the Company without “Cause” (other than by reason of death or “Disability”) as such term is defined herein herein, or if Executive resigns within 30 days following a reduction of (i) Executive’s base salary, (ii) Executive’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Executive is eligible to earn, and Executive timely complies with the conditions set forth herein regarding the execution of a release of claims in favor of the Company, any otherwise unvested Performance Based Restricted Shares will then vest. Notwithstanding the foregoing, as provided in Section 8(d) herein, none of the then issued but unvested Performance Based Restricted Shares shall vest in the event that the Company elects not to extend the Employment Term. In addition, to the extent determined by the Compensation Committee, the Performance Based Restricted Share opportunity described in this paragraph will be subject to such other terms and conditions as may be necessary or desirable to facilitate exemption from the limitations of Section 162(m) of Internal Revenue Code.

Eligibility for Performance Based Restricted Stock Grants. Executive will also be eligible to earn performance based restricted stock awards for each of the 2012 2013 and 2013 2014 fiscal years and each fiscal year thereafter to the extent that the Employment Term is extended (the “Performance Based Restricted Shares”). For each year, the Performance Based Restricted Share award will be a number of restricted shares of the Company's ’s common stock determined by dividing $150,000 250,000 by the fair market value of the Company's ’s common stock on the date of issuance, as recommended by the Chief Executive Officer and approved by the Compensation Committee. The date of issuance in each case will occur within 90 days following the completion of the applicable fiscal year. The target Performance Based Restricted Share award for a given year will be issuable only if specified corporate performance goals are achieved in that year and Executive remains in continuous service with the Company through the applicable date of issuance. The corporate performance goals relevant for each fiscal year will be established by the Compensation Committee no later than 90 days following the start of that year. The Compensation Committee may, in its discretion, establish an opportunity for Executive to earn an award of up to 25% larger or smaller than the target Performance Based Restricted Share award in the event of over- or under-performance of the specified corporate performance goals. Any Performance Based Restricted Shares issued under this paragraph will be subject to (i) time-based vesting in 12 substantially equal installments, based on Executive's ’s continued service to the Company for the 12 calendar quarters following the applicable date of issuance; provided that, if Executive’s employment is terminated by the Company without “Cause” (other than by reason of death or “Disability”) as such term is defined herein herein, or if Executive resigns within 30 days following a reduction of (i) Executive’s base salary, (ii) Executive’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Executive is eligible to earn, and Executive timely complies with the conditions set forth herein regarding the execution of a release of claims in favor of the Company, any otherwise unvested Performance Based Restricted Shares will then vest. Notwithstanding the foregoing, as provided in Section 8(d) herein, none of the then issued but unvested Performance Based Restricted Shares shall vest in the event that the Company elects not to extend the Employment Term. In addition, to the extent determined by the Compensation Committee, the Performance Based Restricted Share opportunity described in this paragraph will be subject to such other terms and conditions as may be necessary or desirable to facilitate exemption from the limitations of Section 162(m) of Internal Revenue Code.

Eligibility for Performance Based Restricted Stock Grants. Executive will also be eligible to earn performance based restricted stock awards for each fiscal year of the 2012 and 2013 fiscal years Employment Terms and each fiscal year thereafter to the extent that the Employment Term is extended (the “Performance Based Restricted Shares”). For each year, the Performance Based Restricted Share award will be a number of restricted shares of the Company's ’s common stock determined by dividing $150,000 by the fair market value of the Company's ’s common stock on the date of issuance, as recommended by the Chief Executive Officer and approved by the Compensation Committee. The date of issuance in each case will occur within 90 days following the completion of the applicable fiscal year. The target Performance Based Restricted Share award for a given year will be issuable only if specified corporate performance goals are achieved in that year and Executive remains in continuous service with the Company through the applicable date of issuance. The corporate performance goals relevant for each fiscal year will be established by the Compensation Committee no later than 90 days following the start of that year. The Compensation Committee may, in its discretion, establish an opportunity for Executive to earn an award of up to 25% larger or smaller than the target Performance Based Restricted Share award in the event of over- or under-performance of the specified corporate performance goals. Any Performance Based Restricted Shares issued under this paragraph will be subject to (i) time-based vesting in 12 substantially equal installments, based on Executive's ’s continued service to the Company for the 12 calendar quarters following the applicable date of issuance; provided that, if Executive’s employment is terminated by the Company without “Cause” (other than by reason of death or “Disability”) as such term is defined herein herein, or if Executive resigns within 30 days following a reduction of (i) Executive’s Base Salary, (ii) Executive’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Executive is eligible to earn, and Executive timely complies with the conditions set forth herein regarding the execution of a release of claims in favor of the Company, any otherwise unvested Performance Based Restricted Shares will then vest. Notwithstanding the foregoing, as provided in Section 8(d) herein, none of the then issued but unvested Performance Based Restricted Shares shall vest in the event that the Company elects not to extend the Employment Term. In addition, to the extent determined by the Compensation Committee, the Performance Based Restricted Share opportunity described in this paragraph will be subject to such other terms and conditions as may be necessary or desirable to facilitate exemption from the limitations of Section 162(m) of Internal Revenue Code.

Eligibility for Performance Based Restricted Stock Grants. Executive will also be eligible to earn performance based restricted stock awards for each of the 2012 and 2013 fiscal years and each fiscal year thereafter to the extent that the Employment Term is extended (the “Performance Based Restricted Shares”). For each year, the Performance Based Restricted Share award will be a number of restricted shares of the Company's ’s common stock determined by dividing $150,000 300,000 by the fair market value of the Company's ’s common stock on the date of issuance, as recommended by the Chief Executive Officer and approved by the Compensation Committee. The date of issuance in each case will occur within 90 days following the completion of the applicable fiscal year. The target Performance Based Restricted Share award for a given year will be issuable only if specified corporate performance goals are achieved in that year and Executive remains in continuous service with the Company through the applicable date of issuance. The corporate performance goals relevant for each fiscal year will be established by the Compensation Committee no later than 90 days following the start of that year. The Compensation Committee may, in its discretion, establish an opportunity for Executive to earn an award of up to 25% larger or smaller than the target Performance Based Restricted Share award in the event of over- or under-performance of the specified corporate performance goals. Any Performance Based Restricted Shares issued under this paragraph will be subject to (i) time-based vesting in 12 substantially equal installments, based on Executive's ’s continued service to the Company for the 12 calendar quarters following the applicable date of issuance; provided that, if Executive’s employment is terminated by the Company without “Cause” (other than by reason of death or “Disability”) or if the Executive resigns for “Good Reason,” as such term is those terms are defined herein and Executive timely complies with the conditions set forth herein regarding the execution of a release of claims in favor of the Company, any otherwise unvested Performance Based Restricted Shares will then vest. Notwithstanding the foregoing, as provided in Section 8(d) herein, none of the then issued but unvested Performance Based Restricted Shares shall vest in the event that the Company elects not to extend the Employment Term. In addition, to the extent determined by the Compensation Committee, the Performance Based Restricted Share opportunity described in this paragraph will be subject to such other terms and conditions as may be necessary or desirable to facilitate exemption from the limitations of Section 162(m) of Internal Revenue Code. For so long as this Agreement is in effect, in the event that there is any Change in Control (as defined below) that occurs following the end of a fiscal year for which the specified corporate performance goals have been achieved and the Performance Based Restricted Share award for such year has not yet been issued to Executive, in lieu of the Performance Based Restricted Share award, the Company shall pay Executive an aggregate amount equal to U.S.$300,000, which shall be paid by the Company in cash on or within 10 days following such Change in Control, subject to applicable tax withholdings. In such event, no Performance Based Restricted Share award will be issued to Executive for the just completed fiscal year. In the event that there is any Change in Control (as defined below) within fiscal year 2012, in lieu of a Performance Based Restricted Share award for fiscal year 2012, the Company shall pay Executive an aggregate amount equal to: • U.S.$75,000 in the event such Change of Control occurs in the period beginning January 1, 2012 through March 31, 2012; • U.S.$150,000 in the event such Change of Control occurs in the period beginning April 1, 2012 through June 30, 2012; • U.S.$225,000 in the event such Change of Control occurs in the period beginning July 1, 2012 through September 30, 2012 or • U.S.$300,000 in the event such Change of Control occurs in the period beginning October 1, 2012 through December 31, 2012; which shall be paid by the Company in cash on or within 10 days following such Change in Control, subject to applicable tax withholdings. In such event, no Performance Based Restricted Share award will be issued to Executive fiscal year 2012.

Eligibility for Performance Based Restricted Stock Grants. Executive will also be eligible to earn performance based restricted stock awards for each fiscal year of the 2012 and 2013 fiscal years Employment Terms and each fiscal year thereafter to the extent that the Employment Term is extended (the “Performance Based Restricted Shares”). For each year, the Performance Based Restricted Share award will be a number of restricted shares of the Company's ’s common stock determined by dividing $150,000 by the fair market value of the Company's ’s common stock on the date of issuance, as recommended by the Chief Executive Officer and approved by the Compensation Committee. The date of issuance in each case will occur within 90 days following the completion of the applicable fiscal year. The target Performance Based Restricted Share award for a given year will be issuable only if specified corporate performance goals are achieved in that year and Executive remains in continuous service with the Company through the applicable date of issuance. The corporate performance goals relevant for each fiscal year will be established by the Compensation Committee no later than 90 days following the start of that year. The Compensation Committee may, in its discretion, establish an opportunity for Executive to earn an award of up to 25% larger or smaller than the target Performance Based Restricted Share award in the event of over- or under-performance of the specified corporate performance goals. Any Performance Based Restricted Shares issued under this paragraph will be subject to (i) time-based vesting in 12 substantially equal installments, based on Executive's ’s continued service to the Company for the 12 calendar quarters following the applicable date of issuance; provided that, if Executive’s employment is terminated by the Company without “Cause” (other than by reason of death or “Disability”) as such term is defined herein herein, or if Executive resigns within 30 days following a reduction of (i) Executive’s base salary, (ii) Executive’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Executive is eligible to earn, and Executive timely complies with the conditions set forth herein regarding the execution of a release of claims in favor of the Company, any otherwise unvested Performance Based Restricted Shares will then vest. Notwithstanding the foregoing, as provided in Section 8(d) herein, none of the then issued but unvested Performance Based Restricted Shares shall vest in the event that the Company elects not to extend the Employment Term. In addition, to the extent determined by the Compensation Committee, the Performance Based Restricted Share opportunity described in this paragraph will be subject to such other terms and conditions as may be necessary or desirable to facilitate exemption from the limitations of Section 162(m) of Internal Revenue Code.

Eligibility for Performance Based Restricted Stock Grants. Executive will also be eligible to earn performance based restricted stock awards for each of the 2012 and 2013 fiscal years and each fiscal year thereafter to the extent that the Employment Term is extended (the “Performance Based Restricted Shares”). For each year, the Performance Based Restricted Share award will be a number of restricted shares of the Company's common stock determined by dividing $150,000 200,000 by the fair market value of the Company's common stock on the date of issuance, as recommended by the Chief Executive Officer and approved by the Compensation Committee. The date of issuance in each case will occur within 90 days following the completion of the applicable fiscal year. The target Performance Based Restricted Share award for a given year will be issuable only if specified corporate performance goals are achieved in that year and Executive remains in continuous service with the Company through the applicable date of issuance. The corporate performance goals relevant for each fiscal year will be established by the Compensation Committee no later than 90 days following the start of that year. The Compensation Committee may, in its discretion, establish an opportunity for Executive to earn an award of up to 25% larger or smaller than the target Performance Based Restricted Share award in the event of over- or under-performance of the specified corporate performance goals. Any Performance Based Restricted Shares issued under this paragraph will be subject to (i) time-based vesting in 12 substantially equal installments, based on Executive's continued service to the Company for the 12 calendar quarters following the applicable date of issuance; provided that, if Executive’s employment is terminated by the Company without “Cause” (other than by reason of death or “Disability”) as such term is defined herein herein, or if Executive resigns within 30 days following a reduction of (i) Executive’s base salary, (ii) Executive’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Executive is eligible to earn, and Executive timely complies with the conditions set forth herein regarding the execution of a release of claims in favor of the Company, any otherwise unvested Performance Based Restricted Shares will then vest. Notwithstanding the foregoing, as provided in Section 8(d) herein, none of the then issued but unvested Performance Based Restricted Shares shall vest in the event that the Company elects not to extend the Employment Term. In addition, to the extent determined by the Compensation Committee, the Performance Based Restricted Share opportunity described in this paragraph will be subject to such other terms and conditions as may be necessary or desirable to facilitate exemption from the limitations of Section 162(m) of Internal Revenue Code.

Eligibility for Performance Based Restricted Stock Grants. Executive will also be eligible to earn performance based restricted stock awards for each fiscal year of the 2012 and 2013 fiscal years Employment Terms and each fiscal year thereafter to the extent that the Employment Term is extended (the “Performance Based Restricted Shares”). For each year, the Performance Based Restricted Share award will be a number of restricted shares of the Company's common stock determined by dividing $150,000 250,000 by the fair market value of the Company's common stock on the date of issuance, as recommended by the Chief Executive Officer and approved by the Compensation Committee. The date of issuance in each case will occur within 90 days following the completion of the applicable fiscal year. The target Performance Based Restricted Share award for a given year will be issuable only if specified corporate performance goals are achieved in that year and Executive remains in continuous service with the Company through the applicable date of issuance. The corporate performance goals relevant for each fiscal year will be established by the Compensation Committee no later than 90 days following the start of that year. The Compensation Committee may, in its discretion, establish an opportunity for Executive to earn an award of up to 25% larger or smaller than the target Performance Based Restricted Share award in the event of over- or under-performance of the specified corporate performance goals. Any Performance Based Restricted Shares issued under this paragraph will be subject to (i) time-based vesting in 12 substantially equal installments, based on Executive's continued service to the Company for the 12 calendar quarters following the applicable date of issuance; provided that, if Executive’s employment is terminated by the Company without “Cause” (other than by reason of death or “Disability”) as such term is defined herein herein, or if Executive resigns within 30 days following a reduction of (i) Executive’s base salary, (ii) Executive’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Executive is eligible to earn, and Executive timely complies with the conditions set forth herein regarding the execution of a release of claims in favor of the Company, any otherwise unvested Performance Based Restricted Shares will then vest. Notwithstanding the foregoing, as provided in Section 8(d) herein, none of the then issued but unvested Performance Based Restricted Shares shall vest in the event that the Company elects not to extend the Employment Term. In addition, to the extent determined by the Compensation Committee, the Performance Based Restricted Share opportunity described in this paragraph will be subject to such other terms and conditions as may be necessary or desirable to facilitate exemption from the limitations of Section 162(m) of Internal Revenue Code.