Common use of Release of Restrictions Clause in Contracts

Release of Restrictions. Effective eighteen (18) months following the Closing and every six (6) months thereafter, until all Restricted Shares shall have been released from such restrictions, twenty percent (20%) of the original number of Restricted Shares of Seller and/or each Member shall no longer be subject to the restrictions set forth in Section 12.1 and shall no longer be deemed Restricted Shares for any purposes of this Agreement; provided, that, if a Member's employment with CenterPoint or its subsidiary is terminated within 30 months of the Closing other than through death, disability, retirement or circumstances approved by the Company's management and reasonably approved by CenterPoint's chief executive officer, the Restricted Shares then held by such Member (or held by Seller for such Member) shall remain subject to the restrictions set forth in Section 12.1 until the fifth anniversary of the Closing Date. Notwithstanding the foregoing and Section 12.1, Seller or a Member may (x) at any time pledge or encumber all or part of Seller's or such Member's Restricted Shares, as applicable, provided that the pledgee or secured party agrees in writing to be bound by the provisions contained in Article XII, (y) at any time after the first anniversary of the Closing transfer all or part of such Member's Restricted Shares to another Member or to an immediate family member (or trust or other estate planning Person), provided, that any such Member, family member or other Person agrees in writing to be bound by the provisions contained in Article XII, and (z) transfer or cause to be transferred such Member's Restricted Shares upon such Member's disability or death. As used in this Section 12.2, the terms "disability" and "retirement" shall have the meaning ascribed to them in CenterPoint's Employee Incentive Compensation Plan. No attempted transfer of any nature whatsoever that is in violation of this Section shall be treated as effective for any purpose.

Release of Restrictions. Effective eighteen (18) months following ----------------------- the Closing Closing, and every six (6) months thereafter, until all Restricted Shares shall have been released from such restrictions, twenty percent (20%) of the original number of Restricted Shares of Seller and/or each Member Stockholder shall no longer be subject to the restrictions set forth in Section 12.1 and shall no longer be ------------ deemed Restricted Shares for any purposes of this Agreement; provided, that, if -------- ---- a MemberStockholder's employment with CenterPoint or its subsidiary subsidiaries is terminated within 30 thirty (30) months of the Closing other than through death, disability, retirement or circumstances approved by the Company's management and or reasonably approved by CenterPoint's chief executive officer, the Restricted Shares then held by such Member (or held by Seller for such Member) Stockholder shall remain subject to the restrictions set forth in Section ------- 12.1 until the fifth anniversary of the Closing Date. Notwithstanding the ---- foregoing and Section 12.1, Seller or a Member Stockholder may (x) at any time pledge or encumber ------------ all or part of Seller's or such MemberStockholder's Restricted Shares, as applicable, provided that the pledgee or secured party agrees in writing to be bound by the provisions contained in Article XII, (y) at any time after the first anniversary of the Closing transfer ----------- all or part of such MemberStockholder's Restricted Shares to another Member Stockholder or to an immediate family member (or trust or other estate planning Person), provided, that --------- that, any such MemberStockholder, family member or other Person agrees in writing to ----- be bound by the provisions contained in Article XII, and (z) transfer or cause ----------- to be transferred such MemberStockholder's Restricted Shares upon such MemberStockholder's disability or death. As used in this Section 12.2, the terms "disability" and ------------ "retirement" shall have the meaning ascribed to them in CenterPoint's Employee Incentive Compensation Plan. No attempted transfer of any nature whatsoever that is in violation of this Section shall be treated as effective for any purpose.

Release of Restrictions. Effective eighteen (18) months following the Closing ----------------------- Closing, and every six (6) months thereafter, until all Restricted Shares shall have been released from such restrictions, twenty percent (20%) of the original number of Restricted Shares of Seller and/or then held by Holding for each Member shall no longer be subject to the restrictions set forth in Section 12.1 and shall no longer be ------------ deemed "Restricted Shares Shares" for any purposes of this Agreement; provided, that, -------- ---- if a Member's employment with CenterPoint or its subsidiary is terminated within 30 thirty (30) months of the Closing other than through death, disability, retirement or circumstances approved by the Company's management and reasonably approved by CenterPoint's chief executive officer, the Restricted Shares then held by such Member (or held by Seller for such Member) shall remain subject to the restrictions set forth in Section ------- 12.1 until the fifth anniversary of the Closing Date. Notwithstanding the ---- foregoing and Section 12.1, the Seller or a Member may (x) at any time pledge or ------------ encumber all or part of the Seller's or such Member's Restricted Shares, as applicable, provided that the pledgee or secured party agrees in writing to be bound by the provisions contained in Article XII, (y) at any time after the first anniversary of the Closing transfer all ----------- or part of such Member's Restricted Shares to another Member or to an immediate family member (or trust or other estate planning Person), provided, that any -------- ---- such Member, family member or other Person agrees in writing to be bound by the provisions contained in Article XII, and (z) transfer or cause to be transferred ----------- such Member's Restricted Shares upon such Member's disability or death. As used in this Section 12.2, the terms "disability" and "retirement" shall have the ------------ meaning ascribed to them in CenterPoint's Employee Incentive Compensation Plan. No attempted transfer of any nature whatsoever that is in violation of this Section shall be treated as effective for any purpose.

Release of Restrictions. Effective eighteen (18) months following the ----------------------- Closing and every six (6) months thereafter, until all Restricted Shares shall have been released from such restrictions, twenty percent (20%) of the original number of Restricted Shares of each Seller and/or each Member shall no longer be subject to the restrictions set forth in Section 12.1 and shall no longer be deemed Restricted ------------ Shares for any purposes of this Agreement; provided, that, if a MemberSeller's -------- ---- employment with CenterPoint or its subsidiary is terminated within 30 thirty (30) months of the Closing other than through death, disability, retirement or circumstances approved by the Company's management and reasonably approved by CenterPoint's chief executive officer, the Restricted Shares then held by such Member (or held by Seller for such Member) shall remain subject to the restrictions set forth in Section 12.1 until the ------------ fifth anniversary of the Closing Date. Notwithstanding the foregoing and Section 12.1, a Seller or a Member may (x) at any time pledge or encumber all or part of ------------ such Seller's or such Member's Restricted Shares, as applicable, provided that the pledgee or secured party agrees in writing to be bound by the provisions contained in Article XII, XII (y) at any time after the first anniversary of the Closing transfer all or part of such MemberSeller's Restricted ----------- Shares to another Member Seller or to an immediate family member (or trust or other estate planning Person), provided, that any such MemberSeller, family member or other -------- ---- Person agrees to in writing to be bound by the provisions contained in Article XII, ------- XII and (z) transfer or cause to be transferred such MemberSeller's Restricted Shares --- upon such MemberSeller's disability or death. As used in this Section 12.2, the terms ------------ "disability" and "retirement" shall have the meaning ascribed to them in CenterPoint's Employee Incentive Compensation Plan. No attempted transfer of any nature whatsoever that is in violation of this Section shall be treated as effective for any purpose.

Release of Restrictions. Effective eighteen (18) months following ----------------------- the Closing and every six (6) months thereafter, until all Restricted Shares shall have been released from such restrictions, twenty percent (20%) of the original number of Restricted Shares of Seller and/or each Member shall no longer be subject to the restrictions set forth in Section 12.1 and shall no ------------ longer be deemed "Restricted Shares Shares" for any purposes of this Agreement; provided, that, provided that if a Member's employment with CenterPoint or its subsidiary is terminated within 30 thirty (30) months of the Closing other than through death, disability, retirement or circumstances approved by the CompanySeller's management and reasonably approved by CenterPoint's chief executive officer, the Restricted Shares then held by such Member (or held by Seller for such Member) shall remain subject to the restrictions set forth in Section 12.1 until the fifth anniversary of the Closing Date. Notwithstanding the foregoing and Section ------- 12.1, Seller or a Member may (x) at any time pledge or encumber all or part of ---- such Seller's or such Member's Restricted Shares, as applicable, provided that the pledgee or secured party agrees in writing to be bound by the provisions contained in Article XII, (y) at any time after the first anniversary of the Closing transfer all or part of such Seller's ----------- or Member's Restricted Shares to another Member or to an immediate family member (or trust or other estate planning Person), provided, provided that any such Member, family member or other Person person agrees in writing to be bound by the provisions contained in Article XII, and (z) transfer or cause to be transferred such ----------- Member's Restricted Shares upon such Member's disability or death, provided, -------- however, that Seller shall not transfer or distribute any Restricted Shares for ------- the one year period following the Closing, except for a transfer of a Member's Restricted Shares upon such Member's disability or death. As used in this Section 12.2, the terms "disability" and "retirement" shall have the meaning ------------ ascribed to them in CenterPoint's Employee Incentive Compensation Plan. No attempted transfer of any nature whatsoever that is in violation of this Section shall be treated as effective for any purpose.

Release of Restrictions. Effective eighteen (18) months following the Closing Closing, and every six (6) months thereafter, until all of such Signing Stockholder's Restricted Shares shall have been released from such restrictions, twenty percent (20%) % of the original number numbers of Restricted Shares of Seller and/or each Member Stockholder shall no longer be subject to the restrictions set forth in Section 12.1 and shall no longer be deemed Restricted Shares for any purposes of this Agreement; provided, that, if a MemberStockholder's employment with CenterPoint or its subsidiary subsidiaries is terminated within 30 months of the Closing other than through death, disability, retirement retirement, or for a Signing Stockholder with an employment agreement, without Cause or within 60 days of a Constructive Termination (such terms as defined in such Signing Stockholder's employment agreement, if any, with the Company of even date) or circumstances approved by the Company's management and or reasonably approved by CenterPoint's chief executive officerChief Executive Officer, the Restricted Shares then held by such Member (or held by Seller for such Member) Stockholder shall remain subject to the restrictions set forth in Section 12.1 until the fifth anniversary of the Closing Date. Notwithstanding the foregoing and Section 12.1, Seller or a Member Signing Stockholder may (x) at any time pledge or encumber all or part of Seller's or such MemberSigning Stockholder's Restricted Shares, as applicable, provided that the pledgee or secured party agrees in writing to be bound by the provisions contained in Article XII, (y) at any time after the first anniversary of the Closing transfer all or part of such MemberSigning Stockholder's Restricted Shares to another Member Stockholder or to an immediate family member (or trust or other estate planning Person), provided, that any such MemberSigning Stockholder, family member or other Person agrees in writing to be bound by the provisions contained in Article XII, and (z) transfer or cause to be transferred such MemberStockholder's Restricted Shares upon such MemberStockholder's disability or death. As used in this Section 12.2, the terms "disability" and "retirement" shall have the meaning ascribed to them in CenterPoint's Employee Incentive Compensation Plan. No attempted transfer of any nature whatsoever that is in violation of this Section shall be treated as effective for any purpose.

Release of Restrictions. Effective eighteen (18) months following the ----------------------- Closing and every six (6) months thereafter, until all of such Stockholder's Restricted Shares shall have been released from such restrictions, twenty percent (20%) % of the original number of Restricted Shares of Seller and/or each Member Stockholder shall no longer be subject to the restrictions set forth in Section 12.1 and shall no longer be ------------ deemed Restricted Shares for any purposes of this Agreement; Agreement provided, that, if a Member-------- ---- Stockholder's employment with CenterPoint or its subsidiary subsidiaries is terminated within 30 thirty (30) months of the Closing other than through death, disability, retirement retirement, without Cause (as defined in such Stockholder's employment agreement with the Company of even date) or due to circumstances approved by the Company's management and or reasonably approved by CenterPoint's chief executive officerChief Executive Officer, the Restricted Shares then held by such Member (or held by Seller for such Member) Stockholder shall remain subject to the restrictions set forth in Section 12.1 until the fifth anniversary of the ------------ Closing Date. Notwithstanding the foregoing and Section 12.1, Seller or a Member Stockholder may ------------ (x) at any time pledge or encumber all or part of Seller's or such MemberStockholder's Restricted Shares, as applicable, provided that the pledgee or secured party agrees in writing to be bound by the provisions contained in Article XII, (y) at any time after the first anniversary of the Closing transfer all or part ----------- of such MemberStockholder's Restricted Shares to another Member Stockholder or to an immediate family member (or trust or other estate planning Person), provided, that -------- that, any such MemberStockholder, family member or other Person agrees in writing to ---- be bound by the provisions contained in Article XII, and (z) transfer or cause ----------- to be transferred such MemberStockholder's Restricted Shares upon such MemberStockholder's disability or death. As used in this Section 12.2, the terms "disability" and ------------ "retirement" shall have the meaning ascribed to them in CenterPoint's Employee Incentive Compensation Plan. No attempted transfer of any nature whatsoever that is in violation of this Section shall be treated as effective for any purpose.

Release of Restrictions. Effective eighteen (18) months following the Closing ----------------------- Closing, and every six (6) months thereafter, until all Restricted Shares shall have been released from such restrictions, twenty percent (20%) of the original number of Restricted Shares of Seller and/or each Member Partner shall no longer be subject to the restrictions set forth in Section 12.1 and shall no ------------ longer be deemed Restricted Shares for any purposes of this Agreement; provided, that, -------- that if a MemberPartner's employment with CenterPoint or its subsidiary is terminated ---- within 30 months of the Closing other than through death, disability, retirement or circumstances approved by the Company's management and reasonably approved by CenterPoint's chief executive officer, the Restricted Shares then held by such Member Partner (or held by Seller for such MemberPartner) shall remain subject to the restrictions set forth in Section 12.1 until the fifth anniversary of the ------------ Closing Date. Notwithstanding the foregoing and Section 12.1, Seller or a Member ------------ Partner may (x) at any time pledge or encumber all or part of Seller's or such MemberPartner's Restricted Shares, as applicable, provided that the pledgee or secured party agrees in writing to be bound by the provisions contained in Article XII, ----------- (y) at any time after the first anniversary of the Closing transfer all or part of such MemberPartner's Restricted Shares to another Member Partner or to an immediate family member (or trust or other estate planning Person), provided, that any such Member-------- ---- Partner, family member or other Person agrees in writing to be bound by the provisions contained in Article XII, and (z) transfer or cause to be transferred ----------- such MemberPartner's Restricted Shares upon such MemberPartner's disability or death. As used in this Section 12.2, the terms "disability" and "retirement" shall have ------------ the meaning ascribed to them in CenterPoint's Employee Incentive Compensation Plan. No attempted transfer of any nature whatsoever that is in violation of this Section shall be treated as effective for any purpose.

Release of Restrictions. Effective eighteen (18) months following the Closing ----------------------- Closing, and every six (6) months thereafter, until all Restricted Shares shall have been released from such restrictions, twenty percent (20%) of the original number of Restricted Shares of Seller and/or each Member shall no longer be subject to the restrictions set forth in Section 12.1 and shall no longer be ------------ deemed Restricted Shares for any purposes of this Agreement; provided, that, if -------- ---- a Member's employment with CenterPoint or its subsidiary is terminated within 30 months of the Closing other than through death, disability, retirement or circumstances approved by the Company's management and reasonably approved by CenterPoint's chief executive officer, the Restricted Shares then held by such Member (or held by Seller for such Member) Member shall remain subject to the restrictions set forth in the Section 12.1 12.1. until the fifth anniversary of the ------------- Closing Date. Notwithstanding the foregoing and Section 12.1, Seller or a Member may (x) at any time pledge or encumber all or part of Seller's or such Member's Restricted Shares, as applicable, provided that the pledgee or secured party agrees in writing to be bound by the provisions contained in Article XII, (y) at ----------- any time after the first anniversary of the Closing transfer all or part of such Member's Restricted Shares to another Member or to an immediate family member (or trust or other estate planning Person), provided, that any such Member, -------- ---- family member or other Person agrees in writing to be bound by the provisions contained in Article XII, and (z) transfer or cause to be transferred such ----------- Member's Restricted Shares upon such Member's disability or death. As used in this Section 12.2, the terms "disability" and "retirement" shall have the ------------ meaning ascribed to them in CenterPoint's Employee Incentive Compensation Plan. No attempted transfer of any nature whatsoever that is in violation of this Section shall be treated as effective for any purpose.

Release of Restrictions. Effective eighteen (18) months following the Closing ----------------------- Closing, and every six (6) months thereafter, until all Restricted Shares shall have been released from such restrictions, twenty percent (20%) of the original number of Restricted Shares of Seller and/or then held by Management for each Member shall no longer be subject to the restrictions set forth in Section 12.1 and shall no ------------ longer be deemed Restricted Shares for any purposes of this Agreement; provided, -------- that, if a Member's employment with CenterPoint or its subsidiary subsidiaries is ---- terminated within 30 thirty (30) months of the Closing other than through death, disability, retirement or circumstances approved by the Company's management and reasonably approved by CenterPoint's chief executive officer, the Restricted Shares then held by such Member (or held by Seller for such Member) shall remain subject to the restrictions set forth in Section 12.1 until the fifth anniversary of the Closing Date. Notwithstanding ------------ the foregoing and Section 12.1, Seller Management or a Member may (x) at any time ------------ pledge or encumber all or part of SellerManagement's or such Member's Restricted Shares, as applicable, provided that the pledgee or secured party agrees in writing to be bound by the provisions contained in Article XII, XII (y) at any time after the first anniversary of the Closing transfer all or part of such Member's Restricted ----------- Shares to another Member or to an immediate family member (or trust or other estate planning Person), provided, that that, any such Member, family member or other -------- ---- Person agrees in writing to be bound by the provisions contained in Article XII, ----------- and (z) transfer or cause to be transferred such Member's Restricted Shares upon such Member's disability or death. As used in this Section 12.2, the terms ------------ "disability" and "retirement" shall have the meaning ascribed to them in CenterPoint's Employee Incentive Compensation Plan. No attempted transfer of any nature whatsoever that is in violation of this Section shall be treated as effective for any purpose.