Common use of Stock Subscription Clause in Contracts

Stock Subscription. (a) Pursuant to Executive's prior employment agreement dated April 15, 1994 (the "Prior Agreement"), the Executive was granted an aggregate of 51,000 shares of Common Stock of the Corporation (after giving effect to the 1,700-for-1 stock split effected by the Company on June 20, 1997) on March 31, 1994 (the "Shares"). Subject to the remaining provisions hereof, the Shares are subject to Forfeiture Restrictions (as defined below) that lapse 25% per year until March 31, 1998, and all Forfeiture Restrictions shall lapse on such date, provided that the Executive is an employee of the Corporation on the applicable lapse date. As of the date hereof, the Forfeiture Restrictions have lapsed with respect to 38,250 of the Shares. (b) The 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 termination of the Executive's services hereunder for any reason, the Executive shall, for no consideration, forfeit to the Corporation all Shares to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender Shares to the Corporation for no consideration upon termination of the Executive's services hereunder are herein referred to as the "Forfeiture Restrictions." The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Shares. (c) If (A) the holders of a majority of the outstanding Common Stock of the Corporation sell all of their stock or approve the sale by the Corporation of all or substantially all of the assets of the Corporation, or if the Corporation consummates a public offering of Common Stock, and (B) such sale or public offering occurs prior to the time that all Forfeiture Restrictions have lapsed with respect to the Shares, then the Forfeiture Restrictions shall lapse immediately prior to the closing of such sale or public offering, as applicable; provided, however, that notwithstanding the foregoing, the Executive acknowledges and agrees that the Forfeiture Restrictions shall not lapse upon the closing of a merger between the Corporation and another company or an acquisition by the Corporation of another company. If the Executive's employment with the Corporation is terminated or terminates for any reason, the Shares shall be forfeited to the Corporation on the date of such termination pursuant to the terms of the Forfeiture Restrictions. (d) The Executive agrees that he will acquire the Shares for investment for his own account and not with a view to, or for resale in connection with, the distribution or other disposition

Stock Subscription. (a) Pursuant to Executive's prior employment agreement dated April 15February 7, 1994 (the "Prior Agreement"), the Executive was granted an aggregate of 51,000 85,000 shares of Common Stock of the Corporation (after giving effect to the 1,700-for-1 stock split effected by the Company on June 20, 1997) on March 31, 1994 (the "Shares"). Subject to the remaining provisions hereof, the Shares are subject to Forfeiture Restrictions (as defined below) that lapse 25% per year until March 31, 1998, and all Forfeiture Restrictions shall lapse on such date, provided that the Executive is an employee of the Corporation on the applicable lapse date. As of the date hereof, the Forfeiture Restrictions have lapsed with respect to 38,250 63,750 of the Shares. (b) The 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 termination of the Executive's services hereunder for any reason, the Executive shall, for no consideration, forfeit to the Corporation all Shares to the extent then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender Shares to the Corporation for no consideration upon termination of the Executive's services hereunder are herein referred to as the "Forfeiture Restrictions." The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Shares. (c) If (A) the holders of a majority of the outstanding Common Stock of the Corporation sell all of their stock or approve the sale by the Corporation of all or substantially all of the assets of the Corporation, or if the Corporation consummates a public offering of Common Stock, and (B) such sale or public offering occurs prior to the time that all Forfeiture Restrictions have lapsed with respect to the Shares, then the Forfeiture Restrictions shall lapse immediately prior to the closing of such sale or public offering, as applicable; provided, however, that notwithstanding the foregoing, the Executive acknowledges and agrees that the Forfeiture Restrictions shall not lapse upon the closing of a merger between the Corporation and another company or an acquisition by the Corporation of another company. If the Executive's employment with the Corporation is terminated or terminates for any reason, the Shares shall be forfeited to the Corporation on the date of such termination pursuant to the terms of the Forfeiture Restrictions. (d) The Executive agrees that he will acquire the Shares for investment for his own account and not with a view to, or for resale in connection with, the distribution or other dispositionof