Common use of Vesting of Shares Clause in Contracts

Vesting of Shares. On and after the date hereof, the terms of any repurchase of any Shares shall differ depending on whether such Shares are "Unvested Shares" or "Vested Shares". Initially, 25% of the Shares shall be considered "Vested Shares" and all other Shares shall be considered "Unvested Shares". On each anniversary of September 24, 2004 prior to the Termination of Employment, commencing with September 24, 2005, 25% of the original number of Shares shall become "Vested Shares", such that all of the Shares shall be Vested Shares as of and after September 24, 2007 if the Termination of Employment does not occur prior to such date. If a Target Disposition Event or a Public Sale occurs prior to a Termination of Employment (the first such event or sale, a "Vesting Acceleration Event"), (a) 50% of the then Unvested Shares shall become Vested Shares upon the occurrence of such Vesting Acceleration Event (the Unvested Shares that become vested upon the occurrence of such Vesting Acceleration Event shall consist of the Unvested Shares that were scheduled to vest first chronologically following such Vested Acceleration Event) and (b) the remaining 50% of the then Unvested Shares shall become Vested Shares on the earlier of (i) the date that such Unvested Shares are scheduled to vest under this Agreement and (ii) the first anniversary date of the occurrence of such Vesting Acceleration Event (such earlier date, the "Final Vesting Date"), provided that a Termination of Employment has not occurred for Cause or by resignation on or prior to the Final Vesting Date. Except pursuant to clause (b) of the immediately preceding sentence, no Shares which have not already become Vested Shares shall become Vested Shares upon or after the Termination of Employment for any reason.

Vesting of Shares. On and after The Restricted Shares awarded by this Agreement shall become vested as follows: Effective as of the date hereofhereof (the "Grant Date"), the terms of any repurchase of any Shares shall differ depending on whether such Shares are "Unvested Shares" or "Vested Shares". Initially, 25% of the Restricted Shares shall be considered "Vested Shares" 0% vested. If the Employee is employed for a continuous period beginning on the date hereof and all other Shares shall be considered "Unvested Shares". On each ending on the third anniversary of September 24the Grant Date, 2004 prior to the Termination of Employment, commencing with September 24, 2005, 25% of the original number of Shares shall become "Vested Shares", such that all of the Shares shall be Vested Shares as of and after September 24, 2007 if the Termination of Employment does not occur prior to such date. If a Target Disposition Event or a Public Sale occurs prior to a Termination of Employment (the first such event or sale, a "Vesting Acceleration Event"), (a) 50% of the then Unvested Restricted Shares shall become Vested Shares upon vested. If the occurrence of such Vesting Acceleration Event (Employee shall continue to be employed for a continuous period ending on the Unvested Shares that become vested upon the occurrence of such Vesting Acceleration Event shall consist fourth anniversary of the Unvested Shares that were scheduled to vest first chronologically following such Vested Acceleration Event) and (b) the remaining Grant Date, an additional 50% of the then Unvested Restricted Shares shall become Vested vested, so that at such time all of the Restricted Shares on subject to this Agreement shall be then vested. Notwithstanding the earlier foregoing, in the event of the Employee's Retirement after the second anniversary of the Grant Date, 100% of the Restricted Shares shall be then vested. For purposes of this Agreement, Retirement shall mean a termination of employment of the Employee at any time after the Employee (i) the date that such Unvested Shares are scheduled to vest under this Agreement has attained fifty (50) years of age, and (ii) has completed seven (7) years of service, as determined pursuant to the first anniversary date terms of the occurrence of such Vesting Acceleration Event (such earlier dateXxxxxxx Xxxxxx Profit Sharing and Employee Stock Ownership Plan. Notwithstanding the foregoing, however, the "Final Vesting Date")accrual of vesting pursuant to this paragraph is contingent upon the Employee's satisfactory job performance, provided that a Termination of Employment has not occurred for Cause or by resignation on or prior and the Company may, in its sole discretion, upon notice to the Final Vesting Date. Except pursuant to clause (b) Employee, suspend or delay the vesting of the immediately preceding sentenceRestricted Shares hereunder for any period of time in the event that the Company determines, no within its sole discretion, that the Employee's performance is unsatisfactory. Upon the vesting of Restricted Shares which have not already become Vested hereunder, the certificate or certificates representing such Restricted Shares shall become Vested Shares upon or after be delivered to the Termination of Employment for any reasonEmployee.

Vesting of Shares. On and after the date hereof, the terms of any repurchase of any Shares shall differ depending on whether such Shares are "Unvested Shares" or "Vested Shares". Initially, 25% of the Shares shall be considered "Vested Shares" and all other Shares shall be considered "Unvested Shares". On each anniversary of September 24, 2004 prior to the Termination of Employment, commencing with September 24, 2005, 25% of the original number of Shares shall become "Vested Shares", such that all of the Shares shall be Vested Shares as of and after September 24, 2007 if the Termination of Employment does not occur prior to such date. If a Target Disposition Event or a Public Sale occurs prior to a Termination of Employment (the first such event or sale, a "Vesting Acceleration Event"), (a) 50% of the then Unvested Shares shall become Vested Shares upon the occurrence of such Vesting Acceleration Event (the Unvested Shares that become vested upon the occurrence of such Vesting Acceleration Event shall consist of the Unvested Shares that were scheduled to vest first chronologically following such Vested Acceleration Event) and (b) the remaining 50% of the then Unvested Shares shall become Vested Shares on the earlier of (i) the date that such Unvested Shares are scheduled to vest under this Agreement and (ii) the first anniversary date of the occurrence of such Vesting Acceleration Event (such earlier date, the "Final Vesting Date"), . provided that a Termination of Employment has not occurred for Cause or by resignation on or prior to the Final Vesting Date. Except pursuant to clause (b) of the immediately preceding sentence, no Shares which have not already become Vested Shares shall become Vested Shares upon or after the Termination of Employment for any reason.

Vesting of Shares. On and after the date hereof, the terms of any repurchase of any Shares shall differ depending on whether such Shares are "Unvested Shares" or "Vested Shares". Initially, 2520% of the Shares shall be considered "Vested Shares" and all other Shares shall be considered "Unvested Shares". On each anniversary of September 24[March 31, 2004 2004] prior to the Termination termination of Employment, commencing with September 24[March 31, 2005], 2520% of the original number of Shares shall become "Vested Shares", such that all of the Shares shall be Vested Shares as of and after September 24[March 31, 2007 2008] if the Termination of Employment does not occur prior to such date. If a Target Disposition Event or a Public Sale occurs prior to a Termination of Employment (the first such event or sale, a "Vesting Acceleration Event"), (a) 50% of the then Unvested Shares shall become Vested Shares upon the occurrence occurence of such Vesting Acceleration Event (the Unvested Shares that become vested upon the occurrence occurence of such Vesting Acceleration Event shall consist of the Unvested Shares that were scheduled to vest first chronologically following such Vested Acceleration Event) and (b) the remaining 50% of the then Unvested Shares shall become Vested Shares on the earlier of (i) the date that such Unvested Shares are scheduled to vest under this Agreement and (ii) the first anniversary date of the occurrence occurence of such Vesting Acceleration Event (such earlier date, the "Final Vesting Date"), provided that a Termination of Employment has not occurred occured for Cause or by resignation on or prior to the Final Vesting Date. Except pursuant to clause (b) of the immediately preceding sentence, no Shares which have not already become Vested Shares shall become Vested Shares upon or after the Termination of Employment for any reason.

Vesting of Shares. On and after The Restricted Shares awarded by this Agreement shall become vested as follows: Effective as of the date hereofhereof (the "Grant Date"), the terms of any repurchase of any Shares shall differ depending on whether such Shares are "Unvested Shares" or "Vested Shares". Initially, 25% of the Restricted Shares shall be considered "Vested Shares" 0% vested. If the Employee is employed for a continuous period beginning on the date hereof and all other Shares shall be considered "Unvested Shares". On each ending on the third anniversary of September 24the Grant Date, 2004 prior to the Termination of Employment, commencing with September 24, 2005, 25% of the original number of Shares shall become "Vested Shares", such that all of the Shares shall be Vested Shares as of and after September 24, 2007 if the Termination of Employment does not occur prior to such date. If a Target Disposition Event or a Public Sale occurs prior to a Termination of Employment (the first such event or sale, a "Vesting Acceleration Event"), (a) 50% of the then Unvested Restricted Shares shall become Vested Shares upon vested. If the occurrence of such Vesting Acceleration Event (Employee shall continue to be employed for a continuous period ending on the Unvested Shares that become vested upon the occurrence of such Vesting Acceleration Event shall consist fourth anniversary of the Unvested Shares that were scheduled to vest first chronologically following such Vested Acceleration Event) and (b) the remaining Grant Date, an additional 50% of the then Unvested Restricted Shares shall become Vested vested, so that at such time all of the Restricted Shares on subject to this Agreement shall be then vested. Notwithstanding the earlier foregoing, in the event of the Employee's death or Disability, 100% of the Restricted Shares shall be then vested, and in the event of the Employee's Retirement after the second anniversary of the Grant Date, 100% of the Restricted Shares shall be then vested. For purposes of this Agreement, Retirement shall mean a termination of employment of the Employee at any time after the Employee (i) the date that such Unvested Shares are scheduled to vest under this Agreement has attained fifty (50) years of age, and (ii) has completed seven (7) years of service, as determined pursuant to the first anniversary date terms of the occurrence of such Vesting Acceleration Event (such earlier dateCharles Schwab Profit Sharing and Employee Stock Ownership Xxxx. Noxxxxxxtanding the foregoing, however, the "Final Vesting Date")accrual of vesting pursuant to this paragraph is contingent upon the Employee's satisfactory job performance, provided that a Termination of Employment has not occurred for Cause or by resignation on or prior and the Company may, in its sole discretion, upon notice to the Final Vesting DateEmployee, suspend or delay the vesting of the Restricted Shares hereunder for any period of time in the event that the Company determines, within its sole discretion, that the Employee's performance is unsatisfactory. Except Moreover, the continued accrual of vesting pursuant to clause this paragraph shall be suspended during the period of time in which the Optionee is on a leave of absence of more than six months for any reason other than (bi) medical reasons, (ii) pregnancy disability, (iii) a leave qualifying under the Family and Medical Leave Act, or (iv) workers' compensation. Moreover, if at the time of the immediately preceding sentenceGrant, no the Employee is working a part-time work schedule of less than 30 hours per week, and such part-time work schedule is expected to continue for a period of at least one year from the date such part-time work schedule commenced, all vesting dates will be delayed by one year. In addition, if subsequent to the time of Grant, the Employee changes to a part-time work schedule of less than 30 hours per week, and such part-time work schedule is expected to continue for at least one year, all future vesting dates not yet reached at the time of the change will be delayed by one year. Upon the vesting of Restricted Shares which have not already become Vested hereunder, the certificate or certificates representing such Restricted Shares shall become Vested Shares upon or after be delivered to the Termination of Employment for any reasonEmployee.

Vesting of Shares. On and after the date hereof, the terms of any repurchase of any Shares shall differ depending on whether such Shares are "Unvested Shares" or "Vested Shares". Initially, 2520% of the Shares shall be considered "Vested Shares" and all other Shares shall be considered "Unvested Shares". On each anniversary of September 24March 15, 2004 prior to the Termination of Employment, commencing with September 24March 15, 2005, 2520% of the original number of Shares shall become "Vested Shares", such that all of the Shares shall be Vested Shares as of and after September 24March 15, 2007 2008 if the Termination of Employment does not occur prior to such date. If a Target Disposition Event or a Public Sale occurs prior to a Termination of Employment (the first such event or sale, a "Vesting Acceleration Event"Event ), (a) 50% of the then Unvested Shares shall become Vested Shares upon the occurrence of such Vesting Acceleration Event (the Unvested Shares that become vested upon the occurrence of such Vesting Acceleration Event shall consist of the Unvested Shares that were scheduled to vest first chronologically following such Vested Acceleration Event) and (b) the remaining 50% of the then Unvested Shares shall become Vested Shares on the earlier of (i) the date that such Unvested Shares are scheduled to vest under this Agreement and (ii) the first anniversary date of the occurrence of such Vesting Acceleration Event (such earlier date, the "Final Vesting Date"), provided that a Termination of Employment has not occurred for Cause or by resignation on or prior to the Final Vesting Date. Except pursuant to clause (b) of the immediately preceding sentence, no Shares which have not already become Vested Shares shall become Vested Shares upon or after the Termination of Employment for any reason.

Vesting of Shares. On and after the date hereof, This Option shall be exercisable as it vests. Subject to the terms and conditions of the Plan and this Agreement, this Option shall vest and become exercisable as to portions of the Shares as follows: (a) this Option shall not be exercisable with respect to any repurchase of the Shares until April 9, 2005 (the “First Vesting Date”); (b) if Optionee has continuously provided services to the Company, or any Shares Parent or Subsidiary of the Company, then on the First Vesting Date, this Option shall differ depending on whether such Shares are "Unvested become exercisable as to 20% of the Shares" or "Vested Shares". Initially, 25; and (c) thereafter this Option shall become exercisable as to an additional 20% of the Shares shall be considered "Vested Shares" and all other Shares shall be considered "Unvested Shares". On on each anniversary of September 24the First Vesting Date, 2004 prior provided that Optionee has continuously provided services to the Termination of EmploymentCompany, commencing with September 24, 2005, 25% or any Parent or Subsidiary of the original number of Shares shall become "Vested Shares"Company, such that at all of times during the Shares shall be Vested Shares as of relevant vesting period. For each fiscal year the Company sets a revenue milestone for the Company’s Communications, Publishing & Training business unit (the “Revenue Target”) and after September 24, 2007 if the Termination Company achieves the Revenue Target for the fiscal year ending March 31, 2005 (as determined by the Committee in its sole discretion) then vesting of Employment does not occur prior to such date. If a Target Disposition Event or a Public Sale occurs prior to a Termination of Employment (the first such event or sale, a "Vesting Acceleration Event"), (a) 50% of the then Unvested Shares in each vesting installment after April 9, 2006, shall become Vested Shares upon vest on the occurrence later of April 9, 2005 and the date the Corporation publicly releases its financial results for such Vesting Acceleration Event fiscal year (the Unvested Shares that become vested upon the occurrence for a total of such Vesting Acceleration Event shall consist of the Unvested Shares that were scheduled to vest first chronologically following such Vested Acceleration Event) and (b) the remaining 50% of the Shares that may vest on April 9, 2005). If the Company achieves the Revenue Target for the fiscal year ending March 31, 2006 (as determined by the Committee in its sole discretion) then Unvested all remaining Shares shall become Vested Shares vest on the earlier later of (i) April 9, 2006 and the date that the Corporation publicly releases its financial results for such Unvested Shares are scheduled fiscal year. This Option shall cease to vest upon Optionee’s Termination and Optionee shall in no event be entitled under this Agreement and (ii) the first anniversary date Option to purchase a number of shares of the occurrence Company’s Common Stock greater than the “Total Option Shares.” If application of the vesting percentage causes a fractional share in a given vesting installment, such Vesting Acceleration Event (such earlier date, the "Final Vesting Date"), provided that a Termination of Employment has not occurred for Cause or by resignation on or prior installment shall be rounded down to the Final Vesting Date. Except pursuant to clause (b) of nearest whole share except for the immediately preceding sentence, no Shares which have not already become Vested Shares shall become Vested Shares upon or after the Termination of Employment for any reasonfinal vesting installment.

Vesting of Shares. On and after the date hereof, the terms of any repurchase of any Shares shall differ depending on whether such Shares are "Unvested Shares" or "Vested Shares". Initially, 25% All of the Shares shall be considered "regarded as “Unvested Shares” until the occurrence of Vesting Event Number 1 or Vesting Event Number 2. The number of Shares specified on the cover page in the column entitled “Vesting Events” shall become “Vested Shares" and all other ” (or shall “vest”) on the occurrence of Vesting Event Number 1 and/or Vesting Event Number 2, as applicable. All Shares shall be considered "held in escrow by the Company in accordance with the terms of Section 4 below. Notwithstanding anything herein to the contrary, upon the Involuntary Termination of Xxxxx XxXxxxxxx at any time prior to June 30, 2012, the vesting of all Shares shall be accelerated such that 100% of the Unvested Shares". On each anniversary of September 24, 2004 Shares held by the Stockholder pursuant to this Agreement immediately prior to the Termination of Employment, commencing with September 24, 2005, 25% of the original number of Shares shall become "Vested Shares", such that all of the Shares Date shall be considered Vested Shares as of and after September 24, 2007 if the Termination Date (as defined below), and upon the Involuntary Termination of Employment does not occur Xxxxx XxXxxxxxx at any time after June 30, 2012 and prior to such date. If a Target Disposition June 30, 2014, the Shares subject to vesting upon the occurrence of Vesting Event or a Public Sale occurs prior to a Termination of Employment (the first such event or sale, a "Vesting Acceleration Event"), (a) 50% of the then Unvested Shares Number 2 shall become Vested Shares upon the occurrence of such Vesting Acceleration Event (the Unvested Shares that become vested upon the occurrence of such Vesting Acceleration Event shall consist as of the Unvested Shares that were scheduled to vest first chronologically following such Vested Acceleration Event) and (b) Termination Date. As used herein the remaining 50% term “Involuntary Termination of Xxxxx XxXxxxxxx” shall mean the termination of the then Unvested Shares shall become Vested Shares on the earlier employment of (i) Xxxxx XxXxxxxxx by Revel Entertainment Group, LLC without “cause” or by Xxxxx XxXxxxxxx for “good reason” as each is defined in that certain Employment Agreement by and between Xxxxx XxXxxxxxx and Revel Entertainment Group, LLC dated as of the date that such Unvested Shares are scheduled hereof, as the same may be amended from time to vest under this Agreement time; and (ii) the first anniversary term “Termination Date” shall mean the date of upon which the occurrence of such Vesting Acceleration Event (such earlier date, the "Final Vesting Date"), provided that a Involuntary Termination of Employment has not occurred for Cause or by resignation on or prior to the Final Vesting Date. Except pursuant to clause (b) of the immediately preceding sentence, no Shares which have not already become Vested Shares shall become Vested Shares upon or after the Termination of Employment for any reasonXxxxx XxXxxxxxx is effective.

Vesting of Shares. On and after the date hereof, the terms of any repurchase of any Shares shall differ depending on whether such Shares are "Unvested Shares" or "Vested Shares". Initially, 25% of the Shares shall be considered "Vested Shares" and all other Shares shall be considered "Unvested Shares". On each anniversary of September 24, 2004 prior to the Termination of Employment, commencing with September 24, 2005, 25% of the original number of Shares shall become "Vested Shares", such that Effective Date all of the Shares shall will be Vested Unvested Shares as of and after September 24, 2007 if (the Termination of Employment does not occur prior to such date“Unvested Shares”). If a Target Disposition Event Purchaser has continuously provided services to the Company, any Subsidiary or a Public Sale occurs prior Parent of the Company at all times from the Effective Date to a Termination the date upon which any of Employment the applicable “Performance Goals” set forth in the schedule below (the first “Performance Based Vesting Schedule”) are achieved (such event or sale, a "Vesting Acceleration Event"date the “Performance Date”), (a) 50% the “Number of the then Unvested Shares Becoming Vested Shares” on such Performance Date shall become Vested Shares upon written certification by the occurrence of such Committee that the corresponding “Performance Goal” as set forth in the Performance Based Vesting Acceleration Event (the Unvested Shares that become vested upon the occurrence of such Vesting Acceleration Event shall consist of the Unvested Shares that were scheduled to vest first chronologically following such Vested Acceleration Event) and (b) the remaining 50% of the then Unvested Shares shall become Vested Shares on the earlier of (i) the date Schedule have been satisfied; provided that such Unvested Shares are scheduled to vest under this Agreement and (ii) the first anniversary date of the occurrence of such Vesting Acceleration Event (such earlier date, the "Final Vesting Date"), provided that a Termination of Employment has not occurred for Cause or by resignation Performance Date occurs on or prior to the Final Vesting Date. Except pursuant to clause (b) last day of the immediately preceding sentenceapplicable “Performance Period” specified in the Performance Based Vesting Schedule. The Committee shall make all such determinations with respect to the achievement and timing of the Performance Goal within the applicable Performance Period. Notwithstanding the foregoing, no any Unvested Shares which have that do not already become Vested Shares within the applicable Performance Period shall become be forfeited and may be repurchased pursuant to Section 2.3 hereof. Performance Based Vesting Schedule Performance Goal Expiration Date of Performance Period Number of Unvested Shares Becoming Vested Shares upon The closing price of the Company’s Common Stock on The NASDAQ Stock Market shall be greater than or after equal to $6.00 per share (the Termination “Per Share Target”)for 30 consecutive trading days. 05/31/2015 200,000 If the number of Employment for outstanding common shares is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company, without consideration, then the number of Shares subject to this Agreement, the number of Shares, the Per Share Target and all other performance criteria set forth in this Section 2.2.1 will be equitably and proportionately adjusted, subject to any reasonrequired action by the Board or the stockholders of the Company and compliance with applicable securities laws; provided that fractions of a Share will not be issued but will either be replaced by a cash payment equal to the Fair Market Value of such fraction of a Share or will be rounded up to the nearest whole Share, as determined by the Committee.