Common use of Release of Restrictions Clause in Contracts

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. Effective eighteen (18) months following the ----------------------- Closing Closing, and every six (6) months thereafter, until all of such Stockholder's Restricted Shares shall have been released from such restrictions, twenty percent (20% %) of the original number of Restricted Shares of then held by Holding for each Stockholder Member shall no longer be subject to the restrictions set forth in Section 12.1 and shall no longer be ------------ deemed "Restricted Shares Shares" for any purposes of this Agreement Agreement; provided, that, -------- ---- if a -------- ---- StockholderMember's employment with CenterPoint or its subsidiaries subsidiary 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) retirement or due to circumstances approved by the Company's management or and reasonably approved by CenterPoint's Chief Executive Officerchief executive officer, the Restricted Shares held by such Stockholder Member 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, the Seller or a Stockholder Member may ------------ (x) at any time pledge or ------------ encumber all or part of the Seller's or such StockholderMember's Restricted Shares, as applicable, 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 StockholderMember's Restricted Shares to another Stockholder Member or to an immediate family member (or trust or other estate planning Person), provided, that any -------- that, any ---- such StockholderMember, 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 StockholderMember's Restricted Shares upon such StockholderMember'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. 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, twenty percent (20% %) of the original number of Restricted Shares of Seller and/or each Stockholder Member 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 Agreement; provided, that, if a -------- ---- StockholderMember's employment with CenterPoint or its subsidiaries subsidiary is terminated within thirty (30) 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) retirement or due to circumstances approved by the Company's management or and reasonably approved by CenterPoint's Chief Executive Officerchief executive officer, the Restricted Shares then held by such Stockholder Member (or held by Seller for such Member) 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, Seller or a Stockholder Member may ------------ (x) at any time pledge or encumber all or part of Seller's or such StockholderMember's Restricted Shares, as applicable, provided that the pledgee or secured party agrees in writing to be bound by the provisions contained in Article XII, (y) at any time after the first anniversary of the Closing transfer all or part ----------- of such StockholderMember's Restricted Shares to another Stockholder Member or to an immediate family member (or trust or other estate planning Person), provided, -------- that, that any such StockholderMember, 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 StockholderMember's Restricted Shares upon such StockholderMember'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. Effective eighteen (18) months following the ----------------------- Closing Closing, and every six (6) months thereafter, until all of such Stockholder's Restricted Shares shall have been released from such restrictions, twenty percent (20% %) of the original number of Restricted Shares of Seller and/or each Stockholder Member 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 Agreement; provided, that, if a -------- ---- Stockholdera Member's employment with CenterPoint or its subsidiaries subsidiary is terminated within thirty (30) 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) retirement or due to circumstances approved by the Company's management or and reasonably approved by CenterPoint's Chief Executive Officerchief executive officer, the Restricted Shares then held by such Stockholder Member or held by Seller for such Member shall remain subject to the restrictions set forth in the Section 12.1 12.1. until the fifth anniversary of the ------------ ------------- Closing Date. Notwithstanding the foregoing and Section 12.1, Seller or a Stockholder Member may ------------ (x) at any time pledge or encumber all or part of Seller's or such StockholderMember's Restricted Shares, as applicable, provided that the pledgee or secured party agrees in writing to be bound by the provisions contained in Article XII, (y) at ----------- any time after the first anniversary of the Closing transfer all or part ----------- of such StockholderMember's Restricted Shares to another Stockholder Member or to an immediate family member (or trust or other estate planning Person), provided, -------- that, that any such StockholderMember, -------- ---- 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----------- Member's Restricted Shares upon such StockholderMember'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. Effective eighteen (18) months following the ----------------------- Closing Closing, and every six (6) months thereafter, until all of such Stockholder's Restricted Shares shall have been released from such restrictions, twenty percent (20% %) of the original number of Restricted Shares of then held by Management for each Stockholder Member 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 Agreement; provided, -------- that, if a -------- ---- StockholderMember'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) retirement or due to circumstances approved by the Company's management or and reasonably approved by CenterPoint's Chief Executive Officerchief executive officer, the Restricted Shares held by such Stockholder Member 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, Management or a Stockholder Member may ------------ (x) at any time ------------ pledge or encumber all or part of Management's or such StockholderMember's Restricted Shares, as applicable, provided that the pledgee or secured party agrees in writing to be bound by the provisions contained in Article XII, XII (y) at any time transfer all or part ----------- of such StockholderMember's Restricted ----------- Shares to another Stockholder Member or to an immediate family member (or trust or other estate planning Person), provided, -------- that, any such StockholderMember, 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 StockholderMember's Restricted Shares upon such StockholderMember'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. 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, twenty percent (20% %) of the original number of Restricted Shares of Seller and/or each Stockholder Member shall no longer be subject to the restrictions set forth in Section 12.1 and shall no ------------ longer be ------------ deemed "Restricted Shares Shares" for any purposes of this Agreement provided, that, Agreement; provided that if a -------- ---- StockholderMember's employment with CenterPoint or its subsidiaries subsidiary 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) retirement or due to circumstances approved by the CompanySeller's management or and reasonably approved by CenterPoint's Chief Executive Officerchief executive officer, the Restricted Shares then held by such Stockholder Member (or held by Seller for such Member) 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, Seller or a Stockholder Member may ------------ (x) at any time pledge or encumber all or part of ---- such StockholderSeller's or Member's Restricted Shares, as applicable, 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 StockholderSeller's ----------- or Member's Restricted Shares to another Stockholder Member or to an immediate family member (or trust or other estate planning Person), provided, -------- that, provided that any such StockholderMember, family member or other Person person agrees in writing to ---- be bound by the provisions contained in Article XII, and (z) transfer or cause ----------- to be transferred such Stockholder----------- Member's Restricted Shares upon such StockholderMember's disability or death, provided, -------- however, that Seller shall not transfer or distribute any Restricted Shares for ------- the one year period following the Closing, except for a transfer of a Member's Restricted Shares upon such Member'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. Effective eighteen (18) months following ----------------------- the ----------------------- Closing Closing, and every six (6) months thereafter, until all of such Stockholder's Restricted Shares shall have been released from such restrictions, twenty percent (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 Agreement; provided, that, if a -------- ---- 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) retirement or due to circumstances approved by the Company's management or reasonably approved by CenterPoint's Chief Executive Officerchief 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. 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, twenty percent (20% %) of the original number of Restricted Shares of each Stockholder Seller 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 Agreement; provided, that, if a Seller's -------- ---- Stockholder's employment with CenterPoint or its subsidiaries subsidiary 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) retirement or due to circumstances approved by the Company's management or and reasonably approved by CenterPoint's Chief Executive Officerchief executive officer, the Restricted Shares held by such Stockholder Seller 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 Seller may ------------ (x) at any time pledge or encumber all or part of ------------ such StockholderSeller's Restricted Shares, as applicable, provided that the pledgee or secured party agrees in writing to be bound by the provisions contained in Article XII, XII (y) at any time transfer all or part ----------- of such StockholderSeller's Restricted ----------- Shares to another Stockholder Seller or to an immediate family member (or trust or other estate planning Person), provided, -------- that, that any such StockholderSeller, family member or other -------- ---- Person agrees to in writing to ---- be bound by the provisions contained in Article XII, ------- XII and (z) transfer or cause ----------- to be transferred such StockholderSeller's Restricted Shares --- upon such StockholderSeller'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. Effective eighteen (18) months following the ----------------------- Closing Closing, and every six (6) months thereafter, until all of such Stockholder's Restricted Shares shall have been released from such restrictions, twenty percent (20% %) of the original number of Restricted Shares of Seller and/or each Stockholder Partner 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 Agreement; provided, that, -------- that if a -------- ---- StockholderPartner's employment with CenterPoint or its subsidiaries subsidiary is terminated ---- within thirty (30) 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) retirement or due to circumstances approved by the Company's management or and reasonably approved by CenterPoint's Chief Executive Officerchief executive officer, the Restricted Shares then held by such Stockholder Partner (or held by Seller for such Partner) 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, Seller or a Stockholder ------------ Partner may ------------ (x) at any time pledge or encumber all or part of Seller's or such StockholderPartner's Restricted Shares, as applicable, provided that the pledgee or secured party agrees in writing to be bound by the provisions contained in Article XII, ----------- (y) at any time after the first anniversary of the Closing transfer all or part ----------- of such StockholderPartner's Restricted Shares to another Stockholder Partner or to an immediate family member (or trust or other estate planning Person), provided, -------- that, that any such Stockholder-------- ---- Partner, 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 StockholderPartner's Restricted Shares upon such StockholderPartner'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.