Common use of Forfeiture Restriction Clause in Contracts

Forfeiture Restriction. 2.1 The restricted stock shall vest according to the grant notice. 2.2 Except as provided in a Participant’s employment agreement with the Company, if Participant’s continuous service with the Company or any Subsidiary terminates for any reason or for no reason, with or without cause, any unvested restricted stock shall be forfeited to the Company. Notwithstanding the above, in the event of (i) a sale, lease or other disposition of all or substantially all of the assets of the Company, (ii) a consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization, own less than 50% of the Company’s outstanding voting power of the surviving entity (or its parent) following the consolidation, merger or reorganization or (iii) any transaction (or series of related transactions involving a person or entity, or a group of affiliated persons or entities) in which in excess of fifty percent (50%) of the Company’s outstanding voting power is transferred, then the obligations with respect to restricted stock governed by this Agreement shall be assumed by any surviving corporation or acquiring corporation or such corporation shall substitute similar stock awards (including an award to acquire the same consideration paid to the stockholders in such sale, consolidation, merger or other transaction described herein). In the event any surviving corporation or acquiring corporation refuses to assume the obligations with respect to the restricted stock governed by this Agreement or to substitute similar stock awards, then with respect to restricted stock held by you pursuant to this Agreement and provided your continuous service to the Company has not terminated, the vesting of such restricted stock shall be accelerated in full. In the event your continuous service to the Company has terminated at or prior to such event, your restricted stock covered by this Agreement shall be forfeited.

Forfeiture Restriction. 2.1 [The restricted stock Restricted Stock shall vest according to 25% on the grant noticefirst anniversary of [___], 2009 and 6.25% quarterly thereafter.] 2.2 Except as provided in a Participant’s employment agreement with the Company, if Participant’s continuous service with the Company or any Subsidiary terminates for any reason or for no reason, with or without cause, any unvested restricted stock Restricted Stock shall be forfeited to the Company. Notwithstanding the above, in the event of (i) a sale, lease or other disposition of all or substantially all of the assets of the Company, (ii) a consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization, own less than 50% of the Company’s outstanding voting power of the surviving entity (or its parent) following the consolidation, merger or reorganization or (iii) any transaction (or series of related transactions involving a person or entity, or a group of affiliated persons or entities) in which in excess of fifty percent (50%) of the Company’s outstanding voting power is transferred, then the obligations with respect to restricted stock Restricted Stock governed by this Agreement shall be assumed by any surviving corporation or acquiring corporation or such corporation shall substitute similar stock awards (including an award to acquire the same consideration paid to the stockholders in such sale, consolidation, merger or other transaction described herein). In the event any surviving corporation or acquiring corporation refuses to assume the obligations with respect to the restricted stock Restricted Stock governed by this Agreement or to substitute similar stock awards, then with respect to restricted stock Restricted Stock held by you pursuant to this Agreement and provided your continuous continous service to the Company has not terminated, the vesting of such restricted stock Restricted Stock shall be accelerated in full. In the event your continuous service to the Company has terminated at or prior to such event, your restricted stock Restricted Stock covered by this Agreement shall be forfeited.

Forfeiture Restriction. 2.1 The restricted stock Restricted Stock shall vest according to the grant notice. 2.2 Except as provided in a Participant’s employment agreement with the Company, if Participant’s continuous service employment with the Company or any Subsidiary terminates for any reason or for no reason, with or without cause, any unvested restricted stock Restricted Stock shall be forfeited to the Company. Notwithstanding the above, in the event of (i) a sale, lease or other disposition of all or substantially all of the assets of the Company, (ii) a consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization, own less than 50% of the Company’s outstanding voting power of the surviving entity (or its parent) following the consolidation, merger or reorganization or (iii) any transaction (or series of related transactions involving a person or entity, or a group of affiliated persons or entities) in which in excess of fifty percent (50%) of the Company’s outstanding voting power is transferred, then the obligations with respect to restricted stock Restricted Stock governed by this Agreement shall be assumed by any surviving corporation or acquiring corporation or such corporation shall substitute similar stock awards (including an award to acquire the same consideration paid to the stockholders in such sale, consolidation, merger or other transaction described herein). In the event any surviving corporation or acquiring corporation refuses to assume the obligations with respect to the restricted stock Restricted Stock governed by this Agreement or to substitute similar stock awards, then with respect to restricted stock Restricted Stock held by you pursuant to this Agreement and provided your continuous service to employment with the Company has not terminated, the vesting of such restricted stock Restricted Stock shall be accelerated in full. In the event your continuous service to employment with the Company has terminated at or prior to such event, your restricted stock Restricted Stock covered by this Agreement shall be forfeited.