Common use of Lapse of Forfeiture Restrictions Clause in Contracts

Lapse of Forfeiture Restrictions. Provided that the Employee has been continuously employed by the Company from the Date of Grant through the lapse date 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: Percentage of Total Number of Restricted Shares as to Which Lapse Date Forfeiture Restrictions Lapse First Anniversary of the Date of Grant 25 % Second Anniversary of the Date of Grant 25 % Third anniversary of the Date of Grant 25 % Fourth anniversary of the Date of Grant 25 % If a Change in Control occurs after the Date of Grant and on or before the date of the termination of 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 for no consideration as of the date of the termination of the Employee’s employment with the Company.

Lapse of Forfeiture Restrictions. Provided 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 date of Grant this Agreement through the lapse date 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 scheduledate: Percentage Lapse Date Portion of Total Number of Restricted Stock Shares as to Which Lapse Date Forfeiture Restrictions Lapse First Anniversary of the Date Award One-third of Grant 25 % the Restricted Stock Shares Second Anniversary of the Date of Grant 25 % Third anniversary Award One-third of the Date of Grant 25 % Fourth anniversary Restricted Stock Shares Third Anniversary of the Date Award One-third of Grant 25 % If 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 occurs after provided that the Date of Grant and on or before Employee has been continuously employed by the Company from the date of this Agreement to the termination date of such Change in Control or (ii) the date the Employee’s employment with the CompanyCompany is terminated by reason of death, 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. FurtherDisability, if following such Change of Control the Employee is subsequently terminated and such termination is neither an or 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 for no consideration as of the date of the termination of the Employee’s employment with the Company.

Lapse of Forfeiture Restrictions. Provided The Forfeiture Restrictions shall lapse as to the Restricted Shares in accordance with the schedule set forth on the Grant Notice, provided that the Employee has been continuously employed by the Company from the Date date of Grant this Agreement through the lapse date set forth in on the following scheduleGrant Notice. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse with respect as to a percentage all of the Restricted Shares determined in accordance then subject to the Forfeiture Restrictions on the date Employee’s employment with the following schedule: Percentage Company is terminated by reason of Total Number death or Disability. Further notwithstanding the foregoing, in the event that Employee’s employment with the Company terminates as a result of a Qualified Retirement, all of the Restricted Shares as that are then subject to Which Lapse Date the Forfeiture Restrictions Lapse First Anniversary of shall remain subject to forfeiture under this Agreement until the Compliance Expiration Date of Grant 25 % Second Anniversary of and, upon the Date of Grant 25 % Third anniversary of Compliance Expiration Date, provided that Employee has complied with the Date of Grant 25 % Fourth anniversary of the Date of Grant 25 % If a Change in Control occurs after the Date of Grant and on or before Additional Employee Obligations continuously from the date of the termination of the Employee’s his employment with the CompanyCompany as a result of such Qualified Retirement until the Compliance Expiration Date, then the Forfeiture Restrictions shall lapse with respect as to 50% all 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 then subject 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 CompanyRestrictions.

Lapse of Forfeiture Restrictions. Provided that Except as may be otherwise provided in this Agreement or the Employee has been continuously employed by Plan, subject to Grantee’s continuous service as a member of the Company Board from the Grant Date of Grant through the lapse date set forth in the following scheduleVesting Date, the Forfeiture Restrictions shall lapse with respect as to a percentage of the Restricted Shares determined Stock in accordance with the following schedule: Percentage Vesting Date set forth in the Notice of Total Number Award above. If at any time the number of Restricted Shares shares as to Which Lapse Date Forfeiture Restrictions Lapse First Anniversary of the Date of Grant 25 % Second Anniversary of the Date of Grant 25 % Third anniversary of the Date of Grant 25 % Fourth anniversary of the Date of Grant 25 % If a Change in Control occurs after the Date of Grant and on or before the date of the termination of 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 are scheduled to lapse in accordance with includes a fractional share, the preceding provisions number of this Section 3(b) shares of Stock as to which the Forfeiture Restrictions shall actually lapse shall be forfeited rounded down to the next whole share of Stock. If, prior to the Vesting Date, the Grantee’s service as a member of the Board is terminated by the Company for Cause or the Grantee resigns from the 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 as consideration, forfeit to the Company the shares of Restricted Stock that, at that time, remain subject to Forfeiture Restrictions. Upon forfeiture of shares of Restricted Stock, the date of the termination of the Employee’s employment Grantee shall have no further rights with the Companyrespect to such shares, including but not limited to voting, dividend and liquidation rights.

Lapse of Forfeiture Restrictions. Provided The Forfeiture Restrictions shall lapse as to the Stock Units subject to satisfaction of the conditions/achievement of the 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 Grant Date of Grant through the applicable lapse date set forth in date. Notwithstanding the following scheduleforegoing, a portion of the Stock Units may be vested immediately (if so provided on Exhibit A) and the Forfeiture Restrictions shall lapse with respect as to a percentage ratable portion of the Restricted Shares determined in accordance with the following schedule: Percentage of Total Number of Restricted Shares as to Which Lapse Date Forfeiture Restrictions Lapse First Anniversary of the Date of Grant 25 % Second Anniversary of the Date of Grant 25 % Third anniversary of the Date of Grant 25 % Fourth anniversary of the Date of Grant 25 % If a Change in Control occurs after the Date of Grant and unvested Stock Units, which shall thereupon vest, on or before the date of the termination of the Employee’s employment with the CompanyCompany is terminated by reason of death 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, then and the balance of the Stock Units not vesting under this provision shall be forfeited. In addition, in the event the Employee has a Termination of Employment for any other reason, all unvested Stock Units subject to such Forfeiture Restrictions shall lapse with respect be forfeited and the Company shall have no further obligations 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 under 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 CompanyAgreement.

Lapse of Forfeiture Restrictions. Provided that the Employee has been continuously employed by the Company from the Date of Grant through the lapse date 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 Percentage of Total Number of Restricted Shares as to Which Lapse Date Forfeiture Restrictions Lapse First Anniversary of [ %] Notwithstanding the Date of Grant 25 % Second Anniversary of the Date of Grant 25 % Third anniversary of the Date of Grant 25 % Fourth anniversary of the Date of Grant 25 % If a Change in Control occurs after the Date of Grant and on or before the date of the termination of schedule set forth above, (i) if the Employee’s employment with the CompanyCompany is terminated by reason of death or Disability, then the Forfeiture Restrictions shall lapse with respect to 50100% 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 the such Change in Control occurs. Further, if following then the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Shares on the date upon which such Change of in 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 terminationoccurs. 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. Provided that the Employee has been continuously employed by the Company from the Date of Grant through the lapse date 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: Percentage of Total Number of Restricted Shares as to Which Lapse Date Forfeiture Restrictions Lapse First 1st Anniversary of the Date of Grant 25 0 % Second 2nd Anniversary of the Date of Grant 25 0 % Third anniversary 3rd Anniversary of the Date of Grant 25 100 % Fourth anniversary of Notwithstanding the Date of Grant 25 % If a Change in Control occurs after the Date of Grant and on or before the date of the termination of schedule set forth above, (i) if the Employee’s employment with the CompanyCompany is terminated by reason of death or Disability, then the Forfeiture Restrictions shall lapse with respect to 50100% 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 the such Change in Control occurs. Further, if following then the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Shares on the date upon which such Change of in 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 terminationoccurs. 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. Provided The Forfeiture Restrictions shall lapse as to the Restricted Shares in accordance with the schedule set forth on the Grant Notice, provided that the Employee has been continuously employed by the Company from the Date date of Grant this Agreement through the lapse date set forth in on the following scheduleGrant Notice. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse with respect as to a percentage all of the Restricted Shares determined in accordance then subject to the Forfeiture Restrictions on the date Employee’s employment with the following schedule: Percentage Company is terminated by reason of Total Number death or Disability. Further notwithstanding the foregoing, in the event that Employee’s employment with the Company terminates as a result of a Qualified Retirement, all of the Restricted Shares as that are then subject to Which Lapse Date the Forfeiture Restrictions Lapse First Anniversary of shall remain subject to forfeiture under this Agreement until the Compliance Expiration Date of Grant 25 % Second Anniversary of and, upon the Date of Grant 25 % Third anniversary of Compliance Expiration Date, provided that Employee has complied with the Date of Grant 25 % Fourth anniversary of the Date of Grant 25 % If a Change in Control occurs after the Date of Grant and on or before Additional Employee Obligations continuously from the date of the termination of the Employee’s his employment with the CompanyCompany as a result of such Qualified Retirement until the Compliance Expiration Date, then the Forfeiture Restrictions shall lapse with respect as to 50% all of the Restricted Shares effective as then subject to the Forfeiture Restrictions (which, for purposes of the date upon which the Change in Control occurs. Furtherclarity, 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 shall not include Restricted Shares shall lapse effective as of granted to Employee less than six (6) months prior to the date of such termination. Any shares with respect to which Qualified Retirement and forfeited upon 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 CompanyQualified Retirement).

Lapse of Forfeiture Restrictions. Provided that the Employee has been continuously employed by the Company from the Date of Grant through the lapse date 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: Percentage of Total Number of Restricted Shares as to Which Lapse Date Forfeiture Restrictions Lapse First 1st Anniversary of the Date of Grant 25 0 % Second 2nd Anniversary of the Date of Grant 25 60 % Third anniversary 3rd Anniversary of the Date of Grant 25 40 % Fourth anniversary of Notwithstanding the Date of Grant 25 % If a Change in Control occurs after the Date of Grant and on or before the date of the termination of schedule set forth above, (i) if the Employee’s employment with the CompanyCompany is terminated by reason of death or Disability, then the Forfeiture Restrictions shall lapse with respect to 50100% 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 the such Change in Control occurs. Further, if following then the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Shares on the date upon which such Change of in 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 terminationoccurs. 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. Provided The Forfeiture Restrictions shall lapse as to the Restricted Shares in accordance with the schedule set forth on the Grant Notice, provided that the Employee Executive has been continuously employed by the Company from the Date date of Grant this Agreement through the lapse date set forth in on the following scheduleGrant Notice. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse with respect as to a percentage all of the Restricted Shares determined in accordance then subject to the Forfeiture Restrictions on the date Executive’s employment with the following schedule: Percentage Company is terminated by reason of Total Number death or Disability. Further, notwithstanding the foregoing, in the event that Executive’s employment with the Company terminates as a result of a Planned Retirement, all of the Restricted Shares as that are then subject to Which Lapse Date the Forfeiture Restrictions Lapse First Anniversary of shall remain subject to forfeiture under this Agreement until the Compliance Expiration Date of Grant 25 % Second Anniversary of and, upon the Date of Grant 25 % Third anniversary of Compliance Expiration Date, provided that Executive has complied with the Date of Grant 25 % Fourth anniversary of the Date of Grant 25 % If a Change in Control occurs after the Date of Grant and on or before Post-Retirement Obligations continuously from the date of the termination of the Employee’s his employment with the CompanyCompany as a result of such Planned Retirement until the Compliance Expiration Date, then the Forfeiture Restrictions shall lapse with respect as to 50% all 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 then subject 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 CompanyRestrictions.

Lapse of Forfeiture Restrictions. Provided that the Employee has been continuously employed by the Company from the Date of Grant through the lapse date 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: Percentage of Total Number of Restricted Shares as to Which Lapse Date Forfeiture Restrictions Lapse First Anniversary of Notwithstanding the Date of Grant 25 % Second Anniversary of the Date of Grant 25 % Third anniversary of the Date of Grant 25 % Fourth anniversary of the Date of Grant 25 % If a Change in Control occurs after the Date of Grant and on or before the date of the termination of foregoing, (i) if the Employee’s employment with the CompanyCompany is terminated by reason of death or Disability, then the Forfeiture Restrictions shall lapse with respect to 50100% 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 the Change in Control occurs. Further, if following such a Change of Control occurs, then the Employee is subsequently terminated and such termination is neither an Involuntary Termination nor a Good Reason Termination, all remaining Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Shares shall lapse effective as of the date of such terminationInvoluntary 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. Provided The Forfeiture Restrictions shall lapse as to the Restricted Shares in accordance with the schedule set forth on the Grant Notice, provided that the Employee Executive has been continuously employed by the Company from the Date date of Grant this Agreement through the lapse date set forth in on the following scheduleGrant Notice. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse with respect as to a percentage all of the Restricted Shares determined in accordance then subject to the Forfeiture Restrictions on the date Executive’s employment with the following schedule: Percentage Company is terminated by reason of Total Number death or Disability. Further, notwithstanding the foregoing, in the event that Executive’s employment with the Company terminates as a result of a Planned Retirement, all of the Restricted Shares as that are then subject to Which Lapse Date the Forfeiture Restrictions Lapse First Anniversary of shall remain subject to forfeiture under this Agreement until the Compliance Expiration Date of Grant 25 % Second Anniversary of and, upon the Date of Grant 25 % Third anniversary of Compliance Expiration Date, provided that Executive has complied with the Date of Grant 25 % Fourth anniversary of the Date of Grant 25 % If a Change in Control occurs after the Date of Grant and on or before Post-Retirement Obligations continuously from the date of the termination of the Employee’s his employment with the CompanyCompany as a result of such Planned Retirement until the Compliance Exhibit 10.3 Expiration Date, then the Forfeiture Restrictions shall lapse with respect as to 50% all 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 then subject 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 CompanyRestrictions.

Lapse of Forfeiture Restrictions. Provided The Forfeiture Restrictions shall lapse as to the Restricted Shares in accordance with the schedule set forth on the Grant Notice, provided that the Employee has been continuously employed by the Company from the Date date of Grant this Agreement through the lapse date set forth in on the following scheduleGrant Notice. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse with respect as to a percentage all of the Restricted Shares determined in accordance then subject to the Forfeiture Restrictions on the date Employee’s employment with the following schedule: Percentage Company is terminated by reason of Total Number death or Disability. Further notwithstanding the foregoing, in the event that Employee’s employment with the Company terminates as a result of a Qualified Retirement, all of the Restricted Shares as that are then subject to Which Lapse Date the Forfeiture Restrictions Lapse First Anniversary of shall remain subject to forfeiture under this Agreement until the Compliance Expiration Date of Grant 25 % Second Anniversary of and, upon the Date of Grant 25 % Third anniversary of Compliance Expiration Date, provided that Employee has complied with the Date of Grant 25 % Fourth anniversary of the Date of Grant 25 % If a Change in Control occurs after the Date of Grant and on or before Additional Employee Obligations continuously from the date of the termination of the Employee’s his employment with the CompanyCompany as a result of such Qualified Retirement until the Compliance Expiration Date, then the Forfeiture Restrictions shall lapse with respect as to 50% all of the Restricted Shares effective as 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 any time after) the earlier to occur of (1) the date upon which the Change in Control occurs. Further, if following such Change Employee provides notification 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 his intent to terminate his employment due to Qualified Retirement or (2) the date of such termination. Any shares with respect to Qualified Retirement, which the Forfeiture Restrictions do not lapse in accordance with the preceding provisions of this Section 3(b) Restricted Shares shall be forfeited to upon the Company for no consideration as of the date of the termination of the Employee’s employment with the CompanyQualified Retirement).

Lapse of Forfeiture Restrictions. Provided that the Employee has been continuously employed by the Company from the Date of Grant through the lapse date 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: Percentage of Total Number of Restricted Shares as to Which Lapse Date Forfeiture Restrictions Lapse First Anniversary of the Date of Grant 25 % Second Anniversary of the Date of Grant 25 % Third anniversary of the Date of Grant 25 % Fourth anniversary of the Date of Grant 25 % If a Change in Control occurs after Notwithstanding the Date of Grant and on or before the date of the termination of foregoing, (i) if the Employee’s employment with the CompanyCompany is terminated by reason of death or Disability, then the Forfeiture Restrictions shall lapse with respect to 50100% 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 the Change in Control occurs. Further, if following such a Change of Control occurs, then the Employee is subsequently terminated and such termination is neither an Involuntary Termination nor a Good Reason Termination, all remaining Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Shares shall lapse effective as of the date of such terminationInvoluntary 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. Provided that Except as provided in paragraph (b), the Employee has been continuously employed by the Company from the Date of Grant through the Forfeiture Restrictions shall lapse date set forth in and cease to apply to Earned Shares according to the following schedule, rounded up to the nearest whole Share: Date Percentage of Earned Shares With Respect to Which Forfeiture Restrictions Lapse Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse with respect to a percentage all Earned Shares upon the occurrence of any of the Restricted Shares determined in accordance 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 following schedule: Percentage Employer for Good Reason, or (iii) Employee’s death or Disability if the Employee is employed by the Employer at the time of Total Number of Restricted Shares as to Which Lapse Date Forfeiture Restrictions Lapse First Anniversary of the Date of Grant 25 % Second Anniversary of the Date of Grant 25 % Third anniversary of the Date of Grant 25 % Fourth anniversary of the Date of Grant 25 % death or Disability. If a Change in of Control occurs after the Date of Grant and on or before after and the date of Employee is employed by the termination of the Employee’s employment with the CompanyEmployer at such time, then the Forfeiture Restrictions shall immediately lapse with respect to 50% all of the Earned Shares. Restricted Shares effective as with respect to which Forfeiture Restrictions have lapsed shall cease to be subject to any Forfeiture Restrictions, and the Company, pending receipt of the date upon which the Change in Control occurs. FurtherEmployee’s payment of corresponding taxes, if following such Change of Control shall provide 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 certificate (without the legend referenced in Section 3(d) below) representing the shares 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 for no consideration as of the date of the termination of the Employee’s employment with the Companyhave lapsed.

Lapse of Forfeiture Restrictions. Provided that the Employee has been continuously employed by the Company from the Date of Grant through the lapse date 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 Percentage of Total Number of Restricted Shares as to Which Lapse Date Forfeiture Restrictions Lapse First Anniversary of the Date of Grant 25 25% Second Anniversary of the Date of Grant 25 25% Third anniversary Anniversary of the Date of Grant 25 25% Fourth anniversary Anniversary of the Date of Grant 25 25% If Notwithstanding the schedule set forth above, if a Change in Control occurs after and the Employee has remained continuously employed by the Company from the Date of Grant and on or before to the date of the termination of the Employee’s employment with the Companyupon which such Change in Control occurs, then the Forfeiture Restrictions shall lapse with respect to 50100% of the Restricted Shares effective as of on the date upon which the such 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 for no consideration as of the date of the termination of the Employee’s employment with the Company.