Common use of Effect of Termination of Employment and Change in Control Clause in Contracts

Effect of Termination of Employment and Change in Control. (i) Except as provided in Section 3(d)(iii), if, on or after the Share Issuance Date, a Termination of Employment of the Grantee occurs for any reason other than those reasons described in Section 3(d)(ii), then all Restricted Shares that remain unvested at such time shall automatically and immediately be forfeited by the Grantee without any action by any other person or entity and for no consideration whatsoever, and the Grantee and any beneficiary or personal representative thereof, as the case may be, will be entitled to no payments or benefits with respect to the Restricted Shares. (ii) If, on or after the Share Issuance Date, a Termination of Employment of the Grantee (1) without Cause by the Company, (2) with Good Reason by the Grantee, or (3) due to the Grantee's death or Disability, occurs, then all of the Grantee's Restricted Shares shall automatically and immediately vest. (iii) On the date of a Change in Control occurring after the Measurement Date, subject to the Grantee's continued employment with the Company from the Grant Date through the date of such Change in Control, all unvested Restricted Shares shall, immediately prior to such Change in Control, automatically and immediately vest.

Effect of Termination of Employment and Change in Control. 4 (i) Except as provided in Section 3(d)(iii), if, on or after the Share Issuance Date, a Termination of Employment of the Grantee occurs for any reason other than those reasons described in Section 3(d)(ii), then all Restricted Shares that remain unvested at such time shall automatically and immediately be forfeited by the Grantee without any action by any other person or entity and for no consideration whatsoever, and the Grantee and any beneficiary or personal representative thereof, as the case may be, will be entitled to no payments or benefits with respect to the Restricted Shares. (ii) If, on or after the Share Issuance Date, a Termination of Employment of the Grantee (1) without Cause by the Company, (2) with Good Reason by the Grantee, or (3) due to the Grantee's death or Disability, occurs, then all of the Grantee's Restricted Shares shall automatically and immediately vest. (iii) On the date of a Change in Control occurring after the Measurement Date, subject to the Grantee's continued employment with the Company from the Grant Date through the date of such Change in Control, all unvested Restricted Shares shall, immediately prior to such Change in Control, automatically and immediately vest.