Release of Restrictions Clause Samples

Release of Restrictions. Subject to the provisions of paragraphs 2 and 5, the restrictions described in paragraph 3 above shall be released with respect to 100% of the Award Shares on July 31, 2025, except as follows:

Release of Restrictions. Subject to the provisions of paragraph 4 below, the restrictions described in paragraph 2 above shall be released with respect to the Award Shares on the first anniversary of the Date of Award, except as follows:

Release of Restrictions. 5.1. Owner may request release of any or all of the conditions or restrictions contained in this EES by submitting such request to the DEQ in writing with evidence that the conditions or restrictions are no longer necessary to protect human health and the environment. The decision to release any or all of the conditions or restrictions in this EES will be within the sole discretion of DEQ. 5.2. Upon a determination pursuant to Subsection 5.1, DEQ will, as appropriate, execute and deliver to Owner a release of specific conditions or restrictions, or a release of this EES in its entirety.

Release of Restrictions. Effective eighteen (18) months following the ----------------------- Closing and every six (6) months thereafter, until all of such Stockholder's Restricted Shares shall have been released from such restrictions, 20% of the original number of Restricted Shares of each Stockholder shall no longer be subject to the restrictions set forth in Section 12.1 and shall no longer be ------------ deemed Restricted Shares for any purposes of this Agreement provided, that, if a -------- ---- Stockholder's employment with CenterPoint or its subsidiaries is terminated within thirty (30) months of the Closing other than through death, disability, retirement, without Cause (as defined in such Stockholder's employment agreement with the Company of even date) or due to circumstances approved by the Company's management or reasonably approved by CenterPoint's Chief Executive Officer, the Restricted Shares held by such Stockholder shall remain subject to the restrictions set forth in Section 12.1 until the fifth anniversary of the ------------ Closing Date. Notwithstanding the foregoing and Section 12.1, a Stockholder may ------------ (x) at any time pledge or encumber all or part of such Stockholder's Restricted Shares, provided that the pledgee or secured party agrees in writing to be bound by the provisions contained in Article XII, (y) at any time transfer all or part ----------- of such Stockholder's Restricted Shares to another Stockholder or to an immediate family member (or trust or other estate planning Person), provided, -------- that, any such Stockholder, family member or other Person agrees in writing to ---- be bound by the provisions contained in Article XII, and (z) transfer or cause ----------- to be transferred such Stockholder's Restricted Shares upon such Stockholder's disability or death. As used in this Section 12.2, the terms "disability" and ------------ "retirement" shall have the meaning ascribed to them in CenterPoint's Employee Incentive Compensation Plan. No attempted transfer of any nature whatsoever that is in violation of this Section shall be treated as effective for any purpose.

Release of Restrictions. Borrowers shall use their good faith, commercially reasonable efforts to obtain all necessary consents from all Persons in whose favor or for whose benefit Contractual Obligations are in effect which would be violated by (i) a pledge of the Capital Stock of any Subsidiary of a Borrower, (ii) entry into a Borrower Joinder Agreement by a Subsidiary which is not already a Borrower, or (iii) granting a Lien on substantially all of the assets of a Subsidiary. The foregoing efforts shall be exercised so as to obtain such consents as soon as practicable but no later than 90 days after the Closing Date.

Release of Restrictions. The restrictions set forth in Section 2 shall lapse as to one hundred percent (100%) of the Award Shares on February 7, 2004 (the "Lapse Date") if Grantee is employed by the Company on such date. Notwithstanding the foregoing, all restrictions set forth in Section 2 shall lapse if Grantee's employment with the Company terminates as a result of Involuntary Termination or Constructive Termination during the twelve (12) month period following a Change in Control occurring on or before the Lapse Date. For purposes of this Agreement, "Involuntary Termination", "Constructive Termination" and "Change in Control" shall have the meanings ascribed to such terms in the Employment Agreement between the Company and Grantee dated of even date herewith (the "Employment Agreement").

Release of Restrictions. Borrowers shall use their good faith, commercially reasonable efforts to obtain all necessary consents from all Persons in whose favor or for whose benefit Contractual Obligations are in effect which would be violated by a pledge of the Capital Stock of any Subsidiary of a Borrower. The foregoing efforts shall be exercised so as to obtain such consents as soon as practicable but no later than 90 days after the Closing Date.

Release of Restrictions. (A) The restrictions set forth in Section 2 above shall lapse as follows: (i) with respect to 4,200 Award Shares, on the anniversary of this Award Agreement in the year 2005; (ii) with respect to 4,200 Award Shares, on the anniversary of this Award Agreement in the year 2006; (iii) with respect to 4,200 Award Shares, on the anniversary of this Award Agreement in the year 2007; (B) The restrictions set forth in Section 2 above with respect to all of the Award Shares, to the extent they have not lapsed in accordance with Subsection 3(A) and to the extent not related to shares which previously have been forfeited to the Company, shall lapse on the first to happen of the following: (i) the Grantee's employment with the Company is terminated following a Change of Control, or by reason of death, Disability, Termination of Employment Without Cause or Termination of Employment for Good Reason (for purposes of this subsection (i), the terms "Change of Control," "Disability," "Termination of Employment Without Cause," and "Termination of Employment for Good Reason" shall have the same meanings ascribed to such terms in the Employment Agreement, effective as of March 1, 1995, between the Company and the Grantee (the "Employment Agreement"); or (ii) an action by the Committee, in its sole discretion, terminating such restrictions. The Provisions of the second sentence of Section IV.L. of the Plan shall not apply to this Award and, therefore, the lapse of the restrictions set forth in Section 2 upon the occurrence of a Change of Control, as provided in Section 3(B)(i), shall not be limited as otherwise provided in Section IV.L. of the Plan.

Release of Restrictions. Subject to the provisions of paragraph 3 below, the restrictions described in 1 above shall be released with respect to 20% of the Award shares on , 40% of the Award shares on and the balance of the unreleased Award shares on , except as follows (the first two releases to be rounded down to the nearest whole share): (a) If the Grantee’s employment with the Company terminates by reason of death or Disability occurring on or after the Date of Award and on or before the third anniversary date thereof, the Restrictive Period shall terminate as to the difference between half the total number of Award Shares and those Shares previously released. The remaining shares shall be forfeited and returned to the Company. (b) If the Grantee’s employment with the Company is terminated by reason of death or Disability after the third anniversary of the Date of Award, the Restrictive Period shall immediately terminate as to all of the Award Shares not previously released. (c) If the Grantee’s employment is terminated by reason of Retirement prior to the last day of the Restrictive Period, the Restrictive Period shall terminate in accordance with the restriction release schedule set forth above as to the Award Shares not previously released. (d) If the Grantee’s employment with the Company terminates prior to the last day of the Restrictive Period for any reason other than death, Disability or Retirement, the Grantee shall forfeit and return to the Company all Award Shares not previously released from the restrictions of Section 2 hereof. (e) If at any time prior to release from restrictions hereunder, Grantee, without the Company’s express written consent, directly or indirectly, alone or as a member of a partnership, group, or joint venture or as an employee, officer, director, or stockholder of any corporation, or in any capacity engages in any activity which is competitive with any of the businesses conducted by the Company or its Affiliated Companies from time to time or at any time during the Grantee’s term of employment, the Grantee shall forfeit and return all Award Shares not previously released from the restrictions of Section 2 hereof.