Common use of Forfeiture Restrictions Clause in Contracts

Forfeiture Restrictions. The Units granted to Employee pursuant to this Agreement may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of Employee’s termination from the Company for any reason (other than as described below), Employee shall automatically upon such termination, for no consideration, forfeit to the Company all Units to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender Units to the Company upon termination from the Company are herein referred to as “Forfeiture Restrictions,” and the Units which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “Restricted Units.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the Units. The Forfeiture Restrictions shall lapse as to Restricted Units issued to Employee pursuant to this Agreement as follows: (a) as to one-third (1/3) of the Restricted Units granted to Employee hereunder, on the first anniversary of the Effective Date; (b) as to an additional one-third (1/3) of the Restricted Units granted to Employee hereunder, on the second anniversary of the Effective Date; and (c) as to the remaining one-third (1/3) of the Restricted Units granted to Employee hereunder, on the third anniversary of the Effective Date; provided however, that notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Units on the date a Change of Control occurs or upon the death or Retirement of Employee.

Forfeiture Restrictions. The Units granted Stock issued to Employee pursuant to this Agreement may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of termination of Employee’s termination from employment with the Company for any reason (other than as described provided below), Employee shall automatically upon such terminationtermination Employee shall, for no consideration, forfeit to the Company all Units Stock to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender Units Stock to the Company upon termination from the Company of employment are herein referred to as “Forfeiture Restrictions,” and the Units shares which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “Restricted UnitsShares.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the UnitsStock. The Forfeiture Restrictions shall lapse as to Restricted Units Stock issued to Employee pursuant to this Agreement as follows: (a) as with respect to one-third (1/3) 33% of the Restricted Units granted to Employee hereunderShares, on the first anniversary of the Effective Date; , (b) as with respect to an additional one-third (1/3) 67% of the Restricted Units granted to Employee hereunderShares, on the second anniversary of the Effective Date; and , (c) as with respect to the remaining one-third (1/3) 100% of the Restricted Units granted to Employee hereunderShares, on the third anniversary of the Effective Date; provided however, that notwithstanding . Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Units Stock on (i) the date a Change of Control occurs or upon (ii) the termination of Employee’s employment due to his death or Retirement a disability that entitles Employee to receive benefits under a long term disability plan of Employeethe Company.

Forfeiture Restrictions. The Units granted DSAs issued to Employee pursuant to this Agreement may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of termination of Employee’s termination from employment with the Company for any reason (other than as described provided below), Employee shall automatically upon such terminationtermination Employee shall, for no consideration, forfeit to the Company all Units DSAs to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender Units DSAs to the Company upon termination from the Company of employment are herein referred to as “Forfeiture Restrictions,” and the Units DSAs which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “Restricted UnitsDSAs.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the UnitsDSAs. The Forfeiture Restrictions shall lapse as to Restricted Units DSAs issued to Employee pursuant to this Agreement as follows: (a) as with respect to one-third (1/3) 25% of the Restricted Units granted to Employee hereunderDSAs, on the first anniversary of the Effective Date; , (b) as with respect to an additional one-third (1/3) 50% of the Restricted Units granted to Employee hereunderDSAs, on the second anniversary of the Effective Date; and , (c) as with respect to the remaining one-third (1/3) 75% of the Restricted Units granted to Employee hereunderDSAs, on the third anniversary of the Effective Date; provided however, that notwithstanding and (d) with respect to 100% of the DSAs, on the fourth anniversary of the Effective Date. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Units DSAs on (i) the date a Change of Control occurs or upon (ii) the termination of Employee’s employment due to his death or Retirement a disability that entitles Employee to receive benefits under a long term disability plan of Employeethe Company.

Forfeiture Restrictions. The Units Shares granted to Employee pursuant to this Agreement may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of Employee’s termination from the Company for any reason (other than as described below), Employee shall automatically upon such termination, for no consideration, forfeit to the Company all Units Shares to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender Units Shares to the Company upon termination from the Company are herein referred to as “Forfeiture Restrictions,” and the Units Shares which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “Restricted UnitsShares.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the UnitsShares. The Forfeiture Restrictions shall lapse as to Restricted Units Shares issued to Employee pursuant to this Agreement as follows: (a) as to one-third (1/3) of the Restricted Units Shares granted to Employee hereunder, on the first anniversary of the Effective Date; (b) as to an additional one-third (1/3) of the Restricted Units Shares granted to Employee hereunder, on the second anniversary of the Effective Date; and (c) as to the remaining one-third (1/3) of the Restricted Units Shares granted to Employee hereunder, on the third anniversary of the Effective Date; provided however, that notwithstanding . Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Units on Shares upon Employee’s termination from the date a Change of Control occurs or upon the death or Retirement Company by reason of Employee’s death, disability or Employee’s Retirement.

Forfeiture Restrictions. The Units granted Stock issued to Employee pursuant to this Agreement may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of termination of Employee’s termination from 's employment with the Company for any reason (other than as described provided below), Employee shall automatically upon such terminationtermination Employee shall, for no consideration, forfeit to the Company all Units Stock to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender Units Stock to the Company upon termination from the Company of employment are herein referred to as “"Forfeiture Restrictions,” " and the Units shares which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “"Restricted UnitsShares.” " The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the UnitsStock. The Subject to the terms of that Executive Agreement between the Company and Employee dated February 8, 2001 (the "Executive Agreement") providing for vesting upon certain events, the Forfeiture Restrictions shall lapse as to Restricted Units Stock issued to Employee pursuant to this Agreement as follows: (a) as with respect to one-third (1/3) 1/3 of the Restricted Units granted to Employee hereunderShares, on the first anniversary of the Effective Date; , (b) as with respect to an additional one-third (1/3) 1/3 of the Restricted Units granted to Employee hereunderShares, on the second anniversary of the Effective Date; , and (c) as with respect to the remaining one-third (1/3) 1/3 of the Restricted Units granted to Employee hereunderShares, on the third anniversary of the Effective Date; provided however, that notwithstanding . Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Units Stock on (i) the date a Change of Control occurs or upon (ii) the termination of Employee's employment due to his death or Retirement a disability that entitles Employee to receive benefits under a long term disability plan of Employeethe Company.

Forfeiture Restrictions. The Units granted Stock issued to Employee pursuant to this Agreement may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of termination of Employee’s termination from 's employment with the Company for any reason (other than as described provided below), Employee shall automatically upon such terminationtermination Employee shall, for no consideration, forfeit to the Company all Units Stock to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender Units Stock to the Company upon termination from the Company of employment are herein referred to as “"Forfeiture Restrictions,” " and the Units shares which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “"Restricted UnitsShares.” " The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the UnitsStock. The Forfeiture Restrictions shall lapse as to Restricted Units Stock issued to Employee pursuant to this Agreement as follows: (a) as with respect to one-third (1/3) 1/4 of the Restricted Units granted to Employee hereunderShares, on the first anniversary of the Effective Date; , (b) as with respect to an additional one-third (1/3) 1/4 of the Restricted Units granted to Employee hereunderShares, on the second anniversary of the Effective Date; and , (c) as with respect to the remaining one-third (1/3) 1/4 of the Restricted Units granted to Employee hereunderShares, on the third anniversary of the Effective Date; provided however, that notwithstanding and (d) with respect to 1/4 of the Restricted Shares, on the fourth anniversary of the Effective Date. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Units Stock on (i) the date a Change of Control occurs or upon (ii) the termination of Employee's employment due to his death or Retirement a disability that entitles Employee to receive benefits under a long term disability plan of Employeethe Company.

Forfeiture Restrictions. The Units granted to Employee pursuant to this Agreement Restricted Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of Employeetermination of Executive’s termination from employment with the Company for any reason (other than Planned Retirement (as described belowhereinafter defined), Employee shall automatically upon such terminationdeath or Disability (as hereinafter defined), Executive shall, for no consideration, forfeit to the Company all Units Restricted Shares to the extent then subject to the Forfeiture Restrictions. In the case of a Planned Retirement, if Executive fails to comply with the Post-Retirement Obligations (as hereinafter defined) continuously from the date of the termination of his employment as a result of a Planned Retirement until the Compliance Expiration Date (as hereinafter defined), Executive shall, for no consideration, forfeit to the Company all the Restricted Shares to the extent subject to the forfeiture restrictions on the date of such termination. The prohibition against transfer and the obligation to forfeit and surrender Units Restricted Shares to the Company upon termination from of employment, or thereafter in the Company case of non-compliance with the Post-Retirement Obligations following termination of employment as a result of a Planned Retirement, are herein referred to as the “Forfeiture Restrictions,” and the Units which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “Restricted Units.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the UnitsRestricted Shares. The Forfeiture Restrictions shall lapse as to Restricted Units issued to Employee pursuant to For purposes of this Agreement as follows: (a) as to one-third (1/3) of the Restricted Units granted to Employee hereunder, on the first anniversary of the Effective Date; (b) as to an additional one-third (1/3) of the Restricted Units granted to Employee hereunder, on the second anniversary of the Effective Date; and (c) as to the remaining one-third (1/3) of the Restricted Units granted to Employee hereunder, on the third anniversary of the Effective Date; provided however, that notwithstanding the foregoingAgreement, the Forfeiture Restrictions following capitalized words and terms shall lapse as to all of have the Restricted Units on the date a Change of Control occurs or upon the death or Retirement of Employee.meanings indicated below:

Forfeiture Restrictions. The Units granted Stock issued to Employee pursuant to this Agreement may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of termination of Employee’s termination from 's employment with the Company for any reason (other than as described provided below), Employee shall automatically upon such terminationtermination Employee shall, for no consideration, forfeit to the Company all Units Stock to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender Units Stock to the Company upon termination from the Company of employment are herein referred to as “"Forfeiture Restrictions,” " and the Units shares which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “"Restricted UnitsShares.” " The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the UnitsStock. The Subject to the terms of that Executive Agreement between the Company and Employee dated _____________, 2001 (the "Executive Agreement") providing for vesting upon certain events, the Forfeiture Restrictions shall lapse as to Restricted Units Stock issued to Employee pursuant to this Agreement as follows: [(a) as with respect to one-third (1/3) 1/3 of the Restricted Units granted to Employee hereunderShares, on the first anniversary of the Effective Date; , (b) as with respect to an additional one-third (1/3) 1/3 of the Restricted Units granted to Employee hereunderShares, on the second anniversary of the Effective Date; , and (c) as with respect to the remaining one-third (1/3) 1/3 of the Restricted Units granted to Employee hereunderShares, on the third anniversary of the Effective Date; provided however, that notwithstanding .] Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Units Stock on (i) the date a Change of Control occurs or upon (ii) the termination of Employee's employment due to his death or Retirement a disability that entitles Employee to receive benefits under a long term disability plan of Employeethe Company.

Forfeiture Restrictions. The Units granted to Employee pursuant to this Agreement may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then are subject to the Forfeiture Restrictions (as hereinafter defined)certain forfeiture restrictions, and in the event of Employee’s termination from the Company for any reason (other than as described below), Employee shall automatically upon such termination, for no consideration, forfeit . These restrictions are referred to in this Restricted Stock Unit Agreement as the Company all “Forfeiture Restrictions.” The Forfeiture Restrictions lapse with respect to Units to as set forth in Section 4 below and the applicable provisions of the Plan. To the extent then Units are no longer subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender Units to the Company upon termination from the Company , they are herein referred to in this Restricted Stock Unit Agreement as “Forfeiture Restrictions,Vested Units” and the are treated as set forth in Section 5 below. Units which are then subject to the Forfeiture Restrictions are herein sometimes referred to in this Restricted Stock Unit Agreement as “Restricted Unvested Units.” The Forfeiture Restrictions No Unvested Units may be sold, assigned, transferred, pledged or otherwise disposed of except as provided in this Restricted Stock Unit Agreement and in the Plan. Any attempt to dispose of any Units in contravention of this Restricted Stock Unit Agreement or the Plan shall be binding upon null and enforceable against void and without effect. In the event that the Participant’s Service Relationship terminates for any transferee reason, except as otherwise provided in the Plan or this Restricted Stock Unit Agreement with respect to termination by reason of the Unitsdeath or Disability, all Unvested Units shall be automatically and immediately forfeited. The Forfeiture Restrictions shall lapse as to Restricted Units issued to Employee pursuant to this Agreement as follows: (a) as to one-third (1/3) of the Restricted Units granted to Employee hereunder, on the first anniversary of the Effective Date; (b) as to an additional one-third (1/3) of the Restricted Units granted to Employee hereunder, on the second anniversary of the Effective Date; and (c) as to the remaining one-third (1/3) of the Restricted Units granted to Employee hereunder, on the third anniversary of the Effective Date; provided however, that notwithstanding Notwithstanding the foregoing, if the Forfeiture Restrictions shall lapse as to all termination of the Restricted Units on the date a Change of Control occurs or upon the Participant’s Service Relationship other than for death or Retirement Disability qualifies as a “separation from service” under Section 409A of Employeethe Internal Revenue Code of 1986, the Company may permit the delivery of shares to continue in accordance with Section 4 below during such period, if any, that the Participant receives pay continuation from the Company or any Subsidiary of the Company or over such other period as the Company may determine, but in no case shall the Company permit the delivery of shares other than in accordance with the schedule set forth in Section 4 below, except as may otherwise be required under Section 7 below.

Forfeiture Restrictions. The Units granted to Employee pursuant to this Agreement may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of Employee’s termination from the Company for any reason (other than as described below), Employee shall automatically upon such termination, for no consideration, forfeit to the Company all Units to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender Units to the Company upon termination from the Company are herein referred to as “Forfeiture Restrictions,” and the Units which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “Restricted Units.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the Units. The Forfeiture Restrictions shall lapse as to Restricted Units issued to Employee pursuant to this Agreement as follows: (ai) as to one-third (1/3) of the Restricted Units granted to Employee hereunder, on the first anniversary of the Effective Date; (bii) as to an additional one-third (1/3) of the Restricted Units granted to Employee hereunder, on the second anniversary of the Effective Date; and (ciii) as to the remaining one-third (1/3) of the Restricted Units granted to Employee hereunder, on the third anniversary of the Effective Date; provided however, that notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Units on the date a Change of Control occurs or upon the death or Retirement of Employee.

Forfeiture Restrictions. The Units granted Stock issued to Employee pursuant to this Agreement may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of termination of Employee’s termination from 's employment with the Company for any reason (other than as described provided below), Employee shall automatically upon such terminationtermination Employee shall, for no consideration, forfeit to the Company all Units Stock to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender Units Stock to the Company upon termination from the Company of employment are herein referred to as “"Forfeiture Restrictions,” " and the Units shares which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “"Restricted UnitsShares.” " The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the UnitsStock. The Subject to the terms of that Executive Agreement between the Company and Employee dated _____________, 2001 (the "Executive Agreement") providing for vesting upon certain events, the Forfeiture Restrictions shall lapse as to Restricted Units Stock issued to Employee pursuant to this Agreement as follows: (a) as with respect to one-third (1/3) 1/3 of the Restricted Units granted to Employee hereunderShares, on the first anniversary of the Effective Date; , (b) as with respect to an additional one-third (1/3) 1/3 of the Restricted Units granted to Employee hereunderShares, on the second anniversary of the Effective Date; , and (c) as with respect to the remaining one-third (1/3) 1/3 of the Restricted Units granted to Employee hereunderShares, on the third anniversary of the Effective Date; provided however, that notwithstanding . Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Units Stock on (i) the date a Change of Control occurs or upon (ii) the termination of Employee's employment due to his death or Retirement a disability that entitles Employee to receive benefits under a long term disability plan of Employeethe Company.

Forfeiture Restrictions. The Units granted to Employee pursuant to this Agreement may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of Employee’s termination from the Company for any reason (other than as described below), Employee shall automatically upon such termination, for no consideration, forfeit to the Company all Units to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender Units to the Company upon termination from the Company are herein referred to as “Forfeiture Restrictions,” and the Units which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “Restricted Units.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the Units. The Forfeiture Restrictions shall lapse as to Restricted Units issued to Employee pursuant to this Agreement as follows: (a) as to one-third (1/3) of the Restricted Units granted to Employee hereunder, on the first anniversary of the Effective Date; (b) as to an additional one-third (1/3) of the Restricted Units granted to Employee hereunder, on the second anniversary of the Effective Date; and (c) as to the remaining one-third (1/3) of the Restricted Units granted to Employee hereunder, on the third anniversary of the Effective Date; provided however, that notwithstanding the foregoing, and (ii) the Forfeiture Restrictions shall lapse as to all of the Restricted Units on the date a Change of in Control (as defined in the Plan) occurs or upon the death or Retirement of Employee.

Forfeiture Restrictions. The Units Shares granted to Employee pursuant to this Agreement may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of Employee’s termination from the Company for any reason (other than as described below), Employee shall automatically upon such termination, for no consideration, forfeit to the Company all Units Shares to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender Units Shares to the Company upon termination from the Company are herein referred to as “Forfeiture Restrictions,” and the Units Shares which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “Restricted UnitsShares.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the UnitsShares. The Forfeiture Restrictions shall lapse as to Restricted Units Shares issued to Employee pursuant to this Agreement as follows: (a) as to one-third (1/3) of the Restricted Units Shares granted to Employee hereunder, on the first anniversary of the Effective Date; (b) as to an additional one-third (1/3) of the Restricted Units Shares granted to Employee hereunder, on the second anniversary of the Effective Date; and (c) as to the remaining one-third (1/3) of the Restricted Units Shares granted to Employee hereunder, on the third anniversary of the Effective Date; provided however, that notwithstanding . Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Units on Shares upon Employee’s termination from the date a Change Company by reason of Control occurs or upon the Employee’s death or disability or Employee’s retirement pursuant to the Penn Virginia Corporation and Affiliated Companies Employees’ Retirement of EmployeePlan.

Forfeiture Restrictions. The Units granted Stock issued to Employee Director pursuant to this Agreement may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of Employeetermination of Director’s termination from service on the Board of Directors of the Company (the “Board”) for any reason (other than as described provided below), Employee shall automatically upon such terminationtermination Director shall, for no consideration, forfeit to the Company all Units such Stock to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender Units Stock to the Company upon termination from of service on the Company Board are herein referred to as “Forfeiture Restrictions,” and the Units shares which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “Restricted UnitsShares.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the Unitssuch Stock. The Forfeiture Restrictions shall lapse as to the Restricted Units issued to Employee pursuant to this Agreement Shares as follows: (a) as to one-third (1/3) of the Restricted Units granted to Employee hereunder, on date immediately preceding the first anniversary date of the Effective Date; (b) as to an additional one-third (1/3) next Annual Stockholder’s Meeting of the Restricted Units granted to Employee hereunder, on the second anniversary of the Effective Date; and (c) as to the remaining one-third (1/3) of the Restricted Units granted to Employee hereunder, on the third anniversary of the Effective Date; provided however, that notwithstanding Company following their issuance. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Units on Shares as of (i) the date a Change of Control occurs or upon (ii) the date of termination of Director’s service on the Board due to his death or Retirement due to disability such that Director is incapable of Employeeserving on the Board for physical or mental reasons, as shall be determined by the Committee in its sole discretion, and its determination shall be final.

Forfeiture Restrictions. The Units granted to Employee pursuant to this Agreement Consultant agrees and acknowledges that the Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of by the Consultant (the "Forfeiture Restrictions"), except to the extent then subject to the Forfeiture Restrictions have lapsed as herein provided. In the event of termination of this Agreement by the Company for Cause (as hereinafter herein defined), and in the event of Employee’s termination from the Company for any reason (other than as described below), Employee shall automatically upon such terminationthen Consultant shall, for no consideration, forfeit to the Company all Units Shares to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender Units to the Company upon termination from the Company are herein referred to as “Forfeiture Restrictions,” and the Units which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “Restricted Units.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Shares. Upon such forfeiture, Consultant shall immediately deliver the Unitsforfeited Shares to the Company for cancellation; in any event of forfeiture, however, the Company is authorized to cancel such Shares and instruct its transfer agent that such Shares have been cancelled. The Forfeiture Restrictions shall lapse as to Restricted Units issued to Employee pursuant to 822 Shares each day that Consultant has been continuously retained as a consultant by the Company hereunder from the date of this Agreement as follows: (a) through the date that the Forfeiture Restrictions shall have lapsed as to one-third (1/3) all of the Restricted Units granted to Employee hereunder, on the first anniversary of the Effective Date; (b) as to an additional one-third (1/3) of the Restricted Units granted to Employee hereunder, on the second anniversary of the Effective Date; and (c) as to the remaining one-third (1/3) of the Restricted Units granted to Employee hereunder, on the third anniversary of the Effective Date; provided however, that notwithstanding Shares. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Units Shares on the date this Agreement is terminated by Consultant for Good Reason (as herein defined) or by the Company for other than Cause in accordance with the provisions of Section 11. Consultant agrees and acknowledges that (a) the Company is authorized to instruct its transfer agent as to the restrictions on sale of the Shares pursuant to this Section 7 and the limitations on the number of Shares that may be sold pursuant to Section 8 below and (b) the certificates representing the Shares shall bear a Change legend to the effect that the Shares are subject to the provisions of Control occurs or upon this Agreement including, without limitation, the death or Retirement restrictions and limitations on sale set forth in Section 7 and Section 8 of Employeethis Agreement. If Consultant shall fail to deliver any forfeited Shares to the Company as herein provided, then, in addition to any other remedy available to the Company, Consultant shall be liable to the Company for an amount equal to the highest sales price per share of Common Stock as reported on the Over-the-Counter Bulletin Board on the date of termination of this Agreement by the Company for Cause, multiplied by the number of such forfeited Shares. Each Share with respect to which the Forfeiture Restrictions have lapsed pursuant to this Agreement is hereinafter referred to as an "Unrestricted Share."

Forfeiture Restrictions. The Units granted Stock issued to Employee pursuant to this Agreement may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined), and in the event of termination of Employee’s termination from employment with the Company for any reason (other than as described provided below), Employee shall automatically upon such terminationtermination Employee shall, for no consideration, forfeit to the Company all Units Stock to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender Units Stock to the Company upon termination from the Company of employment are herein referred to as “Forfeiture Restrictions,” and the Units shares which are then subject to the Forfeiture Restrictions are herein sometimes referred to as “Restricted UnitsShares.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the UnitsStock. The Forfeiture Restrictions shall lapse as to Restricted Units Stock issued to Employee pursuant to this Agreement as follows: (a) as with respect to one-third (1/3) 33% of the Restricted Units granted to Employee hereunderShares, on the first anniversary of the Effective Date; , (b) as with respect to an additional one-third (1/3) 67% of the Restricted Units granted to Employee hereunderShares, on the second anniversary of the Effective Date; and , (c) as with respect to the remaining one-third (1/3) 100% of the Restricted Units granted to Employee hereunderShares, on the third anniversary of the Effective Date; provided however, that notwithstanding . Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Units Stock on (i) the date a Change of Control (as such term is defined in the Plan) occurs if such Change of Control occurs while Employee is employed by the Company or upon (ii) the termination of Employee’s employment due to his death or Retirement a disability that entitles Employee to receive benefits under a long term disability plan of Employeethe Company.