Common use of Lapse of Forfeiture Restrictions Clause in Contracts

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Stock Award and the Shares shall vest in accordance with the following schedule provided that the Employee has been continuously employed by the Company from the date of this Agreement through the lapse date: Lapse Date Portion of Total Number of Restricted Stock Shares as to Which Forfeiture Restrictions Lapse First Anniversary of the Award One-third of the Restricted Stock Shares Second Anniversary of the Award One-third of the Restricted Stock Shares Third Anniversary of the Award One-third of the Restricted Stock Shares Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Stock Award then subject to the Forfeiture Restrictions on the first to occur of (i) the date of a Change in Control provided that the Employee has been continuously employed by the Company from the date of this Agreement to the date of such Change in Control or (ii) the date the Employee’s employment with the Company is terminated by reason of death, Disability, or Involuntary Termination.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Stock Award and the Shares shall vest in accordance with the following schedule set forth on the Grant Notice, provided that the Employee has been continuously employed by the Company from the date of this Agreement through the lapse date: Lapse Date Portion of Total Number of Restricted Stock Shares as to Which Forfeiture Restrictions Lapse First Anniversary of date set forth on the Award One-third of the Restricted Stock Shares Second Anniversary of the Award One-third of the Restricted Stock Shares Third Anniversary of the Award One-third of the Restricted Stock Shares Grant Notice. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Stock Award Shares then subject to the Forfeiture Restrictions on the first to occur of (i) the date of a Change in Control provided that the Employee has been continuously employed by the Company from the date of this Agreement to the date of such Change in Control or (ii) the date the Employee’s employment with the Company is terminated by reason of deathdeath or Disability. Further notwithstanding the foregoing, Disabilityin the event that Employee’s employment with the Company terminates as a result of a Qualified Retirement, or Involuntary Terminationall of the Restricted Shares that are then subject to the Forfeiture Restrictions shall remain subject to forfeiture under this Agreement until the Compliance Expiration Date and, upon the Compliance Expiration Date, provided that Employee has complied with the Additional Employee Obligations continuously from the date of the termination of his employment with the Company as a result of such Qualified Retirement until the Compliance Expiration Date, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares then subject to the Forfeiture Restrictions.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Stock Award and the Shares shall vest in accordance with the following schedule provided Provided that the Employee has been continuously employed by the Company from the date Date of this Agreement Grant through the lapse datedate set forth in the following schedule, the Forfeiture Restrictions shall lapse with respect to a percentage of the Restricted Shares determined in accordance with the following schedule: Lapse Date Portion Percentage of Total Number of Restricted Stock Shares as to Which Lapse Date Forfeiture Restrictions Lapse First Anniversary of the Award One-third Date of the Restricted Stock Shares Grant 25 % Second Anniversary of the Award One-third Date of Grant 25 % Third anniversary of the Restricted Stock Shares Third Anniversary Date of Grant 25 % Fourth anniversary of the Award One-third Date of the Restricted Stock Shares Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Stock Award then subject to the Forfeiture Restrictions on the first to occur of (i) the date of Grant 25 % If a Change in Control provided that occurs after the Employee has been continuously employed by the Company from Date of Grant and on or before the date of this Agreement to the date termination of such Change in Control or (ii) the date the Employee’s employment with the Company, then the Forfeiture Restrictions shall lapse with respect to 50% of the Restricted Shares effective as of the date upon which the Change in Control occurs. Further, if following such Change of Control the Employee is subsequently terminated and such termination is neither an Involuntary Termination nor a Good Reason Termination, all remaining Restricted Shares shall lapse effective as of the date of such termination. Any shares with respect to which the Forfeiture Restrictions do not lapse in accordance with the preceding provisions of this Section 3(b) shall be forfeited to the Company is terminated by reason for no consideration as of death, Disability, or Involuntary Terminationthe date of the termination of the Employee’s employment with the Company.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Stock Award and Units subject to satisfaction of the Shares shall vest in accordance with conditions/achievement of the following schedule performance goals set forth on Exhibit A, provided that the Employee has been continuously employed by in continuous active service to the Company from the date of this Agreement Grant Date through the applicable lapse date: Lapse Date Portion of Total Number of Restricted Stock Shares as to Which Forfeiture Restrictions Lapse First Anniversary of the Award One-third of the Restricted Stock Shares Second Anniversary of the Award One-third of the Restricted Stock Shares Third Anniversary of the Award One-third of the Restricted Stock Shares . Notwithstanding the foregoing, a portion of the Stock Units may be vested immediately (if so provided on Exhibit A) and the Forfeiture Restrictions shall lapse as to all a ratable portion of the Restricted unvested Stock Award then subject to the Forfeiture Restrictions Units, which shall thereupon vest, on the first to occur of (i) the date of a Change in Control provided that the Employee has been continuously employed by the Company from the date of this Agreement to the date of such Change in Control or (ii) the date the Employee’s employment with the Company is terminated by reason of deathdeath or Disability. The ratable portion that vests shall be based upon the full months of the applicable vesting period elapsed as of the end of the month in which the Termination of Employment due to Disability or death occurs over the total number of months in such period, Disabilityand the balance of the Stock Units not vesting under this provision shall be forfeited. In addition, or Involuntary Terminationin the event the Employee has a Termination of Employment for any other reason, all unvested Stock Units subject to such Forfeiture Restrictions shall be forfeited and the Company shall have no further obligations to the Employee under this Agreement.

Lapse of Forfeiture Restrictions. The Except as may be otherwise provided in this Agreement or the Plan, subject to Grantee’s continuous service as a member of the Board from the Grant Date through the Vesting Date, the Forfeiture Restrictions shall lapse as to the Restricted Stock Award and the Shares shall vest in accordance with the following schedule provided that Vesting Date set forth in the Employee has been continuously employed by Notice of Award above. If at any time the Company from the date number of this Agreement through the lapse date: Lapse Date Portion of Total Number of Restricted Stock Shares shares as to Which which the Forfeiture Restrictions Lapse First Anniversary are scheduled to lapse includes a fractional share, the number of the Award One-third shares of the Restricted Stock Shares Second Anniversary of the Award One-third of the Restricted Stock Shares Third Anniversary of the Award One-third of the Restricted Stock Shares Notwithstanding the foregoing, as to which the Forfeiture Restrictions shall actually lapse shall be rounded down to the next whole share of Stock. If, prior to the Vesting Date, the Grantee’s service as to all a member of the Restricted Stock Award then subject to the Forfeiture Restrictions on the first to occur of (i) the date of a Change in Control provided that the Employee has been continuously employed Board is terminated by the Company for Cause or the Grantee resigns from the date Board (effective prior to the Vesting Date), the Grantee shall, for no consideration, forfeit to the Company the shares of Restricted Stock that, at that time, remain subject to Forfeiture Restrictions. However, if the Grantee’s service as a member of the Board ceases for any other reason, the provisions of Section 7 below shall apply. If the Grantee does not sign this Agreement within the period of time specified below, the Grantee shall, for no consideration, forfeit to the date Company the shares of Restricted Stock that, at that time, remain subject to Forfeiture Restrictions. Upon forfeiture of shares of Restricted Stock, the Grantee shall have no further rights with respect to such Change in Control or (ii) the date the Employee’s employment with the Company is terminated by reason of deathshares, Disabilityincluding but not limited to voting, or Involuntary Terminationdividend and liquidation rights.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Stock Award and the Shares shall vest in accordance with the following schedule set forth on the Grant Notice, provided that the Employee has been continuously employed by the Company from the date of this Agreement through the lapse date: Lapse Date Portion of Total Number of Restricted Stock Shares as to Which Forfeiture Restrictions Lapse First Anniversary of date set forth on the Award One-third of the Restricted Stock Shares Second Anniversary of the Award One-third of the Restricted Stock Shares Third Anniversary of the Award One-third of the Restricted Stock Shares Grant Notice. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Stock Award Shares then subject to the Forfeiture Restrictions on the first to occur of (i) the date of a Change in Control provided that the Employee has been continuously employed by the Company from the date of this Agreement to the date of such Change in Control or (ii) the date the Employee’s employment with the Company is terminated by reason of deathdeath or Disability. Further notwithstanding the foregoing, Disabilityin the event that Employee’s employment with the Company terminates as a result of a Qualified Retirement, all of the Restricted Shares that are then subject to the Forfeiture Restrictions shall remain subject to forfeiture under this Agreement until the Compliance Expiration Date and, upon the Compliance Expiration Date, provided that Employee has complied with the Additional Employee Obligations continuously from the date of the termination of his employment with the Company as a result of such Qualified Retirement until the Compliance Expiration Date, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares then subject to the Forfeiture Restrictions (which, for purposes of clarity, shall not include Restricted Shares granted to Employee less than six months prior to (or Involuntary Terminationany time after) the earlier to occur of (1) the date Employee provides notification of his intent to terminate his employment due to Qualified Retirement or (2) the date of such Qualified Retirement, which Restricted Shares shall be forfeited upon the Qualified Retirement).

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Stock Award and the Shares shall vest in accordance with the following schedule provided Provided that the Employee has been continuously employed by the Company from the date Date of this Agreement Grant through the lapse date: Lapse Date Portion of Total Number of Restricted Stock Shares as to Which Forfeiture Restrictions Lapse First Anniversary of date set forth in the Award One-third of the Restricted Stock Shares Second Anniversary of the Award One-third of the Restricted Stock Shares Third Anniversary of the Award One-third of the Restricted Stock Shares Notwithstanding the foregoingfollowing schedule, the Forfeiture Restrictions shall lapse as with respect to all a percentage of the Restricted Stock Award then subject Shares determined in accordance with the following schedule: Percentage of Total Number of Restricted Shares as to the Which Lapse Date Forfeiture Restrictions on Lapse 25 % 25 % 25 % 25 % Notwithstanding the first to occur of foregoing, (i) the date of a Change in Control provided that the Employee has been continuously employed by the Company from the date of this Agreement to the date of such Change in Control or (ii) the date if the Employee’s employment with the Company is terminated by reason of death, death or Disability, or then the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Shares effective as of the date of such termination, and (ii) subject to the provisions of Section 5.5 (relating to parachute payments) and Section 5.6 (relating to a release agreement) of the Employment Agreement, if the Employee’s employment with the Company shall be subject to an Involuntary Termination within the two-year period beginning on the date upon which a Change of Control occurs, then the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Shares effective as of the date of such Involuntary Termination. Any shares with respect to which the Forfeiture Restrictions do not lapse in accordance with the preceding provisions of this Section 3(b) shall be forfeited to the Company for no consideration as of the date of the termination of the Employee’s employment with the Company.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Stock Award and the Shares shall vest in accordance with the following schedule provided Provided that the Employee has been continuously employed by the Company from the date Date of this Agreement Grant through the lapse date: Lapse Date Portion of Total Number of Restricted Stock Shares as to Which Forfeiture Restrictions Lapse First Anniversary of date set forth in the Award One-third of the Restricted Stock Shares Second Anniversary of the Award One-third of the Restricted Stock Shares Third Anniversary of the Award One-third of the Restricted Stock Shares Notwithstanding the foregoingfollowing schedule, the Forfeiture Restrictions shall lapse as with respect to all a percentage of the Restricted Stock Award then subject Shares determined in accordance with the following schedule: Percentage of Total Number of Restricted Shares as to the Which Lapse Date Forfeiture Restrictions on Lapse 1st Anniversary of Date of Grant 0 % 2nd Anniversary of Date of Grant 60 % 3rd Anniversary of Date of Grant 40 % Notwithstanding the first to occur of schedule set forth above, (i) the date of a Change in Control provided that the Employee has been continuously employed by the Company from the date of this Agreement to the date of such Change in Control or (ii) the date if the Employee’s employment with the Company is terminated by reason of death, death or Disability, or Involuntary Terminationthen the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Shares effective as of the date of such termination, and (ii) if a Change in Control occurs and the Employee has remained continuously employed by the Company from the Date of Grant to the date upon which such Change in Control occurs, then the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Shares on the date upon which such Change in Control occurs. Any shares with respect to which the Forfeiture Restrictions do not lapse in accordance with the preceding provisions of this Section 3(b) (and any associated Unvested Dividends) shall be forfeited to the Company for no consideration as of the date of the termination of the Employee’s employment with the Company.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Stock Award and the Shares shall vest in accordance with the following schedule provided Provided that the Employee has been continuously employed by the Company from the date Date of this Agreement Grant through the lapse datedate set forth in the following schedule, the Forfeiture Restrictions shall lapse with respect to a percentage of the Restricted Shares determined in accordance with the following schedule: Lapse Date Portion Percentage of Total Number of Restricted Stock Shares as to Which Forfeiture Restrictions Lapse First Anniversary of the Award One-third of the Restricted Stock Shares Second Anniversary of the Award One-third of the Restricted Stock Shares Third Anniversary of the Award One-third of the Restricted Stock Shares [ %] Notwithstanding the foregoingschedule set forth above, the Forfeiture Restrictions shall lapse as to all of the Restricted Stock Award then subject to the Forfeiture Restrictions on the first to occur of (i) the date of a Change in Control provided that the Employee has been continuously employed by the Company from the date of this Agreement to the date of such Change in Control or (ii) the date if the Employee’s employment with the Company is terminated by reason of death, death or Disability, or Involuntary Terminationthen the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Shares effective as of the date of such termination, and (ii) if a Change in Control occurs and the Employee has remained continuously employed by the Company from the Date of Grant to the date upon which such Change in Control occurs, then the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Shares on the date upon which such Change in Control occurs. Any shares with respect to which the Forfeiture Restrictions do not lapse in accordance with the preceding provisions of this Section 3(b) (and any associated Unvested Dividends) shall be forfeited to the Company for no consideration as of the date of the termination of the Employee’s employment with the Company.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Stock Award and the Shares shall vest in accordance with the following schedule provided Provided that the Employee has been continuously employed by the Company from the date Date of this Agreement Grant through the lapse date: Lapse Date Portion of Total Number of Restricted Stock Shares as to Which Forfeiture Restrictions Lapse First Anniversary of date set forth in the Award One-third of the Restricted Stock Shares Second Anniversary of the Award One-third of the Restricted Stock Shares Third Anniversary of the Award One-third of the Restricted Stock Shares Notwithstanding the foregoingfollowing schedule, the Forfeiture Restrictions shall lapse as with respect to all a percentage of the Restricted Stock Award then subject Shares determined in accordance with the following schedule: Percentage of Total Number of Restricted Shares as to the Which Lapse Date Forfeiture Restrictions on Lapse 1st Anniversary of Date of Grant 0 % 2nd Anniversary of Date of Grant 0 % 3rd Anniversary of Date of Grant 100 % Notwithstanding the first to occur of schedule set forth above, (i) the date of a Change in Control provided that the Employee has been continuously employed by the Company from the date of this Agreement to the date of such Change in Control or (ii) the date if the Employee’s employment with the Company is terminated by reason of death, death or Disability, or Involuntary Terminationthen the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Shares effective as of the date of such termination, and (ii) if a Change in Control occurs and the Employee has remained continuously employed by the Company from the Date of Grant to the date upon which such Change in Control occurs, then the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Shares on the date upon which such Change in Control occurs. Any shares with respect to which the Forfeiture Restrictions do not lapse in accordance with the preceding provisions of this Section 3(b) (and any associated Unvested Dividends) shall be forfeited to the Company for no consideration as of the date of the termination of the Employee’s employment with the Company.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Stock Award and the Shares shall vest in accordance with the following schedule set forth on the Grant Notice, provided that the Employee Executive has been continuously employed by the Company from the date of this Agreement through the lapse date: Lapse Date Portion of Total Number of Restricted Stock Shares as to Which Forfeiture Restrictions Lapse First Anniversary of date set forth on the Award One-third of the Restricted Stock Shares Second Anniversary of the Award One-third of the Restricted Stock Shares Third Anniversary of the Award One-third of the Restricted Stock Shares Grant Notice. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Stock Award Shares then subject to the Forfeiture Restrictions on the first to occur of (i) the date of a Change in Control provided that the Employee has been continuously employed by the Company from the date of this Agreement to the date of such Change in Control or (ii) the date the EmployeeExecutive’s employment with the Company is terminated by reason of deathdeath or Disability. Further, Disabilitynotwithstanding the foregoing, or Involuntary Terminationin the event that Executive’s employment with the Company terminates as a result of a Planned Retirement, all of the Restricted Shares that are then subject to the Forfeiture Restrictions shall remain subject to forfeiture under this Agreement until the Compliance Expiration Date and, upon the Compliance Expiration Date, provided that Executive has complied with the Post-Retirement Obligations continuously from the date of the termination of his employment with the Company as a result of such Planned Retirement until the Compliance Expiration Date, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares then subject to the Forfeiture Restrictions.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Stock Award and the Shares shall vest in accordance with the following schedule provided Provided that the Employee has been continuously employed by the Company from the date Date of this Agreement Grant through the lapse date: Lapse Date Portion of Total Number of Restricted Stock Shares as to Which Forfeiture Restrictions Lapse First Anniversary of date set forth in the Award One-third of the Restricted Stock Shares Second Anniversary of the Award One-third of the Restricted Stock Shares Third Anniversary of the Award One-third of the Restricted Stock Shares Notwithstanding the foregoingfollowing schedule, the Forfeiture Restrictions shall lapse as with respect to all a percentage of the Restricted Stock Award then subject to Shares determined in accordance with the Forfeiture Restrictions on following schedule: Notwithstanding the first to occur of foregoing, (i) the date of a Change in Control provided that the Employee has been continuously employed by the Company from the date of this Agreement to the date of such Change in Control or (ii) the date if the Employee’s employment with the Company is terminated by reason of death, death or Disability, or then the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Shares effective as of the date of such termination, and (ii) subject to the provisions of Section 5.5 (relating to parachute payments) and Section 5.6 (relating to a release agreement) of the Employment Agreement, if the Employee’s employment with the Company shall be subject to an Involuntary Termination within the two-year period beginning on the date upon which a Change of Control occurs, then the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Shares effective as of the date of such Involuntary Termination. Any shares with respect to which the Forfeiture Restrictions do not lapse in accordance with the preceding provisions of this Section 3(b) shall be forfeited to the Company for no consideration as of the date of the termination of the Employee’s employment with the Company.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Stock Award and the Shares shall vest in accordance with the following schedule set forth on the Grant Notice, provided that the Employee Executive has been continuously employed by the Company from the date of this Agreement through the lapse date: Lapse Date Portion of Total Number of Restricted Stock Shares as to Which Forfeiture Restrictions Lapse First Anniversary of date set forth on the Award One-third of the Restricted Stock Shares Second Anniversary of the Award One-third of the Restricted Stock Shares Third Anniversary of the Award One-third of the Restricted Stock Shares Grant Notice. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Stock Award Shares then subject to the Forfeiture Restrictions on the first to occur of (i) the date of a Change in Control provided that the Employee has been continuously employed by the Company from the date of this Agreement to the date of such Change in Control or (ii) the date the EmployeeExecutive’s employment with the Company is terminated by reason of deathdeath or Disability. Further, Disabilitynotwithstanding the foregoing, or Involuntary Terminationin the event that Executive’s employment with the Company terminates as a result of a Planned Retirement, all of the Restricted Shares that are then subject to the Forfeiture Restrictions shall remain subject to forfeiture under this Agreement until the Compliance Expiration Date and, upon the Compliance Expiration Date, provided that Executive has complied with the Post-Retirement Obligations continuously from the date of the termination of his employment with the Company as a result of such Planned Retirement until the Compliance Exhibit 10.3 Expiration Date, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares then subject to the Forfeiture Restrictions.

Lapse of Forfeiture Restrictions. The Except as provided in paragraph (b), the Forfeiture Restrictions shall lapse as and cease to apply to Earned Shares according to the Restricted Stock Award and following schedule, rounded up to the nearest whole Share: Date Percentage of Earned Shares shall vest in accordance with the following schedule provided that the Employee has been continuously employed by the Company from the date of this Agreement through the lapse date: Lapse Date Portion of Total Number of Restricted Stock Shares as With Respect to Which Forfeiture Restrictions Lapse First Anniversary of the Award One-third of the Restricted Stock Shares Second Anniversary of the Award One-third of the Restricted Stock Shares Third Anniversary of the Award One-third of the Restricted Stock Shares Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as with respect to all Earned Shares upon the occurrence of any of the following on or after : (i) the Employer’s termination of Employee’s employment for any reason other than for Cause, (ii) Employee’s voluntary termination of employment with the Employer for Good Reason, or (iii) Employee’s death or Disability if the Employee is employed by the Employer at the time of death or Disability. If a Change of Control occurs on or after and the Employee is employed by the Employer at such time, the Forfeiture Restrictions shall immediately lapse with respect to all of the Earned Shares. Restricted Stock Award then Shares with respect to which Forfeiture Restrictions have lapsed shall cease to be subject to any Forfeiture Restrictions, and the Company, pending receipt of Employee’s payment of corresponding taxes, shall provide the Employee a certificate (without the legend referenced in Section 3(d) below) representing the shares as to which the Forfeiture Restrictions on the first to occur of (i) the date of a Change in Control provided that the Employee has been continuously employed by the Company from the date of this Agreement to the date of such Change in Control or (ii) the date the Employee’s employment with the Company is terminated by reason of death, Disability, or Involuntary Terminationhave lapsed.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Stock Award and the Shares shall vest in accordance with the following schedule provided Provided that the Employee has been continuously employed by the Company from the date Date of this Agreement Grant through the lapse datedate set forth in the following schedule, the Forfeiture Restrictions shall lapse with respect to a percentage of the Restricted Shares determined in accordance with the following schedule: Lapse Date Portion Percentage of Total Number of Restricted Stock Shares as to Which Forfeiture Restrictions Lapse First Anniversary of the Award One-third Date of the Restricted Stock Shares Grant 25% Second Anniversary of the Award One-third Date of the Restricted Stock Shares Grant 25% Third Anniversary of the Award One-third Date of the Restricted Stock Shares Grant 25% Fourth Anniversary of Date of Grant 25% Notwithstanding the foregoingschedule set forth above, the Forfeiture Restrictions shall lapse as to all of the Restricted Stock Award then subject to the Forfeiture Restrictions on the first to occur of (i) the date of if a Change in Control provided that occurs and the Employee has been remained continuously employed by the Company from the date Date of this Agreement Grant to the date of upon which such Change in Control or (ii) occurs, then the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Shares on the date upon which such Change in Control occurs. Any shares with respect to which the Forfeiture Restrictions do not lapse in accordance with the preceding provisions of this Section 3(b) shall be forfeited to the Company for no consideration as of the date of the termination of the Employee’s employment with the Company is terminated by reason of death, Disability, or Involuntary TerminationCompany.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Stock Award and the Shares shall vest in accordance with the following schedule set forth on the Grant Notice, provided that the Employee has been continuously employed by the Company from the date of this Agreement through the lapse date: Lapse Date Portion of Total Number of Restricted Stock Shares as to Which Forfeiture Restrictions Lapse First Anniversary of date set forth on the Award One-third of the Restricted Stock Shares Second Anniversary of the Award One-third of the Restricted Stock Shares Third Anniversary of the Award One-third of the Restricted Stock Shares Grant Notice. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Stock Award Shares then subject to the Forfeiture Restrictions on the first to occur of (i) the date of a Change in Control provided that the Employee has been continuously employed by the Company from the date of this Agreement to the date of such Change in Control or (ii) the date the Employee’s employment with the Company is terminated by reason of deathdeath or Disability. Further notwithstanding the foregoing, Disabilityin the event that Employee’s employment with the Company terminates as a result of a Qualified Retirement, or Involuntary Terminationall of the Restricted Shares that are then subject to the Forfeiture Restrictions shall remain subject to forfeiture under this Agreement until the Compliance Expiration Date and, upon the Compliance Expiration Date, provided that Employee has complied with the Additional Employee Obligations continuously from the date of the termination of his employment with the Company as a result of such Qualified Retirement until the Compliance Expiration Date, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares then subject to the Forfeiture Restrictions (which, for purposes of clarity, shall not include Restricted Shares granted to Employee less than six (6) months prior to the date of such Qualified Retirement and forfeited upon the Qualified Retirement).