Common use of Restricted Common Stock Clause in Contracts

Restricted Common Stock. (a) Executive is hereby granted 483,432 shares of restricted common stock of the Company, $.01 par value per share (the “Shares”) subject to vesting in 30,000 share increments on a quarterly basis commencing on the Effective Date, except the first quarter commencing as of the Effective Date 33,432 shares shall vest at the end thereof. The Shares shall be other compensation to the Executive for his services hereunder and shall be earned and vest at the end of each quarter during the Employment Period. (b) The Shares, when vested, shall be subject to the following conditions: (i) The shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, alienated or encumbered until the restrictions are removed according to the terms of this Agreement or expire; (ii) The Compensation Committee may require that the certificates representing the Shares remain in the physical custody of an escrow holder or the Company until all restrictions are removed or expire; (iii) Each certificate representing Shares will bear such legend or legends making reference to the restrictions imposed upon such Shares as the Compensation Committee in its discretion deems necessary or appropriate to enforce such restrictions; and (iv) Notwithstanding the foregoing, all unearned and unvested Shares listed above shall immediately vest and be delivered to the Executive upon the Change of Control as defined in Section 7(c) provided that the Executive is employed by the Company on the date of the Change in Control. The Executive shall have no voting or other stockholder rights with respect to any unearned and unvested Shares. The Shares shall not be assignable by the Executive or be subject to any claims by creditors until they shall have been earned and vested in accordance with this section. In addition to any other restrictions on the Shares described in this section, which may be incorporated by reference in the stock certificates evidencing the Shares, such certificates shall bear a legend substantially as follows: “The securities evidenced hereby have not been registered under the Securities Act of 1933, as amended (“Securities Act”). The holder hereof, by acquiring such securities, agrees that such securities may not be resold, pledged or otherwise transferred except pursuant to an effective registration statement duly filed under the Securities Act, or pursuant to an exemption effective under the Securities Act.” (v) The Executive hereby agrees with Company that the holding period set forth in Rule 144 of the Securities Act of 1933, as amended, shall only begin to run, with respect to any Shares, on the date that such Shares are earned and vest in accordance herewith.

Restricted Common Stock. (a) Executive is hereby granted 483,432 2,935,616 shares of restricted common stock of the Company, $.01 par value per share (the “Shares”) subject to vesting in 30,000 175,000 share increments on a quarterly basis commencing on the Effective Date, except the first quarter commencing as of the Effective Date 33,432 310,616 shares shall vest at the end thereof. The Shares shall be other compensation to the Executive for his services hereunder and shall be earned and vest at the end of each quarter during the Employment Period. (b) The Shares, when vested, shall be subject to the following conditions: (i) The shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, alienated or encumbered until the restrictions are removed according to the terms of this Agreement or expire; (ii) The Compensation Committee may require that the certificates representing the Shares remain in the physical custody of an escrow holder or the Company until all restrictions are removed or expire; (iii) Each certificate representing Shares will bear such legend or legends making reference to the restrictions imposed upon such Shares as the Compensation Committee in its discretion deems necessary or appropriate to enforce such restrictions; and (iv) Notwithstanding the foregoing, all unearned and unvested Shares listed above shall immediately vest and be delivered to the Executive upon the Change of Control as defined in Section 7(c) provided that the Executive is employed by the Company on the date of the Change in Control. The Executive shall have no voting or other stockholder rights with respect to any unearned and unvested Shares. The Shares shall not be assignable by the Executive or be subject to any claims by creditors until they shall have been earned and vested in accordance with this section. In addition to any other restrictions on the Shares described in this section, which may be incorporated by reference in the stock certificates evidencing the Shares, such certificates shall bear a legend substantially as follows: “The securities evidenced hereby have not been registered under the Securities Act of 1933, as amended (“Securities Act”). The holder hereof, by acquiring such securities, agrees that such securities may not be resold, pledged or otherwise transferred except pursuant to an effective registration statement duly filed under the Securities Act, or pursuant to an exemption effective under the Securities Act.” (v) The Executive hereby agrees with Company that the holding period set forth in Rule 144 of the Securities Act of 1933, as amended, shall only begin to run, with respect to any Shares, on the date that such Shares are earned and vest in accordance herewith.

Restricted Common Stock. (a) Executive In the event the Option is hereby granted 483,432 shares of restricted common stock of exercised, in whole or in part, prior to [date], then the Company, $.01 par value per share (the “Shares”) subject to vesting Common Stock issued in 30,000 share increments on a quarterly basis commencing on the Effective Date, except the first quarter commencing as of the Effective Date 33,432 shares shall vest at the end thereof. The Shares shall be other compensation to the Executive for his services hereunder and shall be earned and vest at the end of each quarter during the Employment Period. (b) The Shares, when vested, connection with such exercise shall be subject to the following conditions: (i) The shares may not restriction: no interest in such Common Stock shall be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, alienated or encumbered until the restrictions are removed according to the terms of this Agreement or expire; (ii) The Compensation Committee may require that the certificates representing the Shares remain in the physical custody of an escrow holder or the Company until all restrictions are removed or expire; (iii) Each certificate representing Shares will bear such legend or legends making reference to the restrictions imposed upon such Shares as the Compensation Committee in its discretion deems necessary or appropriate to enforce such restrictions; and (iv) Notwithstanding the foregoing, all unearned and unvested Shares listed above shall immediately vest and be delivered to the Executive upon the Change of Control as defined in Section 7(c) provided that the Executive is employed by the Company on the date of the Change in Control. The Executive shall have no voting or other stockholder rights with respect to any unearned and unvested Shares. The Shares shall not be assignable by the Executive or be subject to any claims by creditors until they shall have been earned and vested in accordance with this section. In addition to any other restrictions on the Shares described in this section, which may be incorporated by reference in the stock certificates evidencing the Shares, such certificates shall bear a legend substantially as follows: “The securities evidenced hereby have not been registered under the Securities Act of 1933, as amended (“Securities Act”). The holder hereof, by acquiring such securities, agrees that such securities may not be resoldassigned, pledged or otherwise transferred except disposed of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law any interest) (a “Transfer”) prior to [date], and no more than _________ Percent (___%) of the Common Stock issued in connection with any exercise of the Option may be Transferred prior to [date], provided that the foregoing restrictions shall not apply to Transfers (A) pursuant to an effective registration statement duly filed under applicable laws of descent and distribution or (B) among the Securities ActParticipant’s Family Group, and provided further that (x) the foregoing restrictions shall continue to be applicable to Common Stock after any such permitted Transfer until [date], and (y) the permitted transferees of such Common Stock shall have agreed in writing to be bound by such restrictions. The foregoing restrictions on Transfer shall not apply to any Transfer of the Common Stock (i) to the Company, (ii) in connection with the conversion of the Company’s Common Stock into another class of the Company’s capital stock, or pursuant to an exemption effective under the Securities Act.” (viii) The Executive hereby agrees in connection with Company that the holding period set forth a Change in Rule 144 Control of the Securities Act Company. “Family Group” means (A) the Participant’s spouse and descendants (whether natural or adopted), (B) any trust solely for the benefit of 1933the Participant and/or the Participant’s spouse and/or descendants (whether natural or adopted), as amendedand (iii) any limited liability company or limited partnership the equity interests of which are owned by the Participant, shall only begin the Participant’s spouse and/or the Participant’s descendants (whether natural or adopted). To enforce the foregoing restrictions, the Company may withhold the issuance of a share certificate to run, with respect to any Shares, on the date that such Shares are earned and vest in accordance herewithParticipant (or his permitted transferee) until [date].

Restricted Common Stock. (a) Executive is hereby granted 483,432 235,001 shares of restricted common stock of the Company, $.01 par value per share (the “Shares”) subject to vesting in 30,000 15,000 share increments on a quarterly basis commencing on the Effective Date, except the first quarter commencing as of the Effective Date 33,432 10,001 shares shall vest at the end thereof. The Shares shall be other compensation to the Executive for his services hereunder and shall be earned and vest at the end of each quarter during the Employment Period. (b) The Shares, when vested, shall be subject to the following conditions: (i) The shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, alienated or encumbered until the restrictions are removed according to the terms of this Agreement or expire; (ii) The Compensation Committee may require that the certificates representing the Shares remain in the physical custody of an escrow holder or the Company until all restrictions are removed or expire; (iii) Each certificate representing Shares will bear such legend or legends making reference to the restrictions imposed upon such Shares as the Compensation Committee in its discretion deems necessary or appropriate to enforce such restrictions; and (iv) Notwithstanding the foregoing, all unearned and unvested Shares listed above shall immediately vest and be delivered to the Executive upon the Change of Control as defined in Section 7(c) provided that the Executive is employed by the Company on the date of the Change in Control. The Executive shall have no voting or other stockholder rights with respect to any unearned and unvested Shares. The Shares shall not be assignable by the Executive or be subject to any claims by creditors until they shall have been earned and vested in accordance with this section. In addition to any other restrictions on the Shares described in this section, which may be incorporated by reference in the stock certificates evidencing the Shares, such certificates shall bear a legend substantially as follows: “The securities evidenced hereby have not been registered under the Securities Act of 1933, as amended (“Securities Act”). The holder hereof, by acquiring such securities, agrees that such securities may not be resold, pledged or otherwise transferred except pursuant to an effective registration statement duly filed under the Securities Act, or pursuant to an exemption effective under the Securities Act.” (v) The Executive hereby agrees with Company that the holding period set forth in Rule 144 of the Securities Act of 1933, as amended, shall only begin to run, with respect to any Shares, on the date that such Shares are earned and vest in accordance herewith.

Restricted Common Stock. (a) Executive is hereby granted 483,432 48,000 shares of restricted common stock of the Company, $.01 par value per share (the “"Shares”") subject to vesting in 30,000 3,000 share increments on a quarterly pro rata calendar quarter basis commencing on the Effective Date, except the first quarter commencing as of the Effective Date 33,432 shares shall vest at the end thereof. The Shares shall be other compensation to the Executive for his services hereunder and shall be earned and vest at the end of each quarter during the Employment Period. (b) The Shares, when vested, shall be subject to the following conditions: (i) The shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, alienated or encumbered until the restrictions are removed according to the terms of this Agreement or expire; (ii) The Compensation Committee may require that the certificates representing the Shares remain in the physical custody of an escrow holder or the Company until all restrictions are removed or expire; (iii) Each certificate representing Shares will bear such legend or legends making reference to the restrictions imposed upon such Shares as the Compensation Committee in its discretion deems necessary or appropriate to enforce such restrictions; and (iv) Notwithstanding the foregoing, all unearned and unvested Shares listed above shall immediately vest and be delivered to the Executive upon the Change of Control as defined in Section 7(c) provided that the Executive is employed by the Company on the date of the Change in Control. The Executive shall have no voting or other stockholder rights with respect to any unearned and unvested Shares. The Shares shall not be assignable by the Executive or be subject to any claims by creditors until they shall have been earned and vested in accordance with this section. In addition to any other restrictions on the Shares described in this section, which may be incorporated by reference in the stock certificates evidencing the Shares, such certificates shall bear a legend substantially as follows: “The securities evidenced hereby have not been registered under the Securities Act of 1933, as amended (“Securities Act”). The holder hereof, by acquiring such securities, agrees that such securities may not be resold, pledged or otherwise transferred except pursuant to an effective registration statement duly filed under the Securities Act, or pursuant to an exemption effective under the Securities Act.”: (v) The Executive hereby agrees with Company that the holding period set forth in Rule 144 of the Securities Act of 1933, as amended, shall only begin to run, with respect to any Shares, on the date that such Shares are earned and vest in accordance herewith.

Restricted Common Stock. (a) Executive is hereby granted 483,432 516,164 shares of restricted common stock of the Company, $.01 par value per share (the “Shares”) subject to vesting in 30,000 share increments on a quarterly basis commencing on the Effective Date, except the first quarter commencing as of the Effective Date 33,432 66,164 shares shall vest at the end thereof. The Shares shall be other compensation to the Executive for his services hereunder and shall be earned and vest at the end of each quarter during the Employment Period. (b) The Shares, when vested, shall be subject to the following conditions: (i) The shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, alienated or encumbered until the restrictions are removed according to the terms of this Agreement or expire; (ii) The Compensation Committee may require that the certificates representing the Shares remain in the physical custody of an escrow holder or the Company until all restrictions are removed or expire; (iii) Each certificate representing Shares will bear such legend or legends making reference to the restrictions imposed upon such Shares as the Compensation Committee in its discretion deems necessary or appropriate to enforce such restrictions; and (iv) Notwithstanding the foregoing, all unearned and unvested Shares listed above shall immediately vest and be delivered to the Executive upon the Change of Control as defined in Section 7(c) provided that the Executive is employed by the Company on the date of the Change in Control. The Executive shall have no voting or other stockholder rights with respect to any unearned and unvested Shares. The Shares shall not be assignable by the Executive or be subject to any claims by creditors until they shall have been earned and vested in accordance with this section. In addition to any other restrictions on the Shares described in this section, which may be incorporated by reference in the stock certificates evidencing the Shares, such certificates shall bear a legend substantially as follows: “The securities evidenced hereby have not been registered under the Securities Act of 1933, as amended (“Securities Act”). The holder hereof, by acquiring such securities, agrees that such securities may not be resold, pledged or otherwise transferred except pursuant to an effective registration statement duly filed under the Securities Act, or pursuant to an exemption effective under the Securities Act.” (v) The Executive hereby agrees with Company that the holding period set forth in Rule 144 of the Securities Act of 1933, as amended, shall only begin to run, with respect to any Shares, on the date that such Shares are earned and vest in accordance herewith.

Restricted Common Stock. (a) Executive is hereby granted 483,432 490,000 shares of restricted common stock of the Company, $.01 par value per share (the “Shares”) subject to vesting in 30,000 share increments on a quarterly basis commencing on the Effective Date, except the first quarter commencing as of the Effective Date 33,432 40,000 shares shall vest at the end thereof. The Shares shall be other compensation to the Executive for his services hereunder and shall be earned and vest at the end of each quarter during the Employment Period. (b) The Shares, when vested, shall be subject to the following conditions: (i) The shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, alienated or encumbered until the restrictions are removed according to the terms of this Agreement or expire; (ii) The Compensation Committee may require that the certificates representing the Shares remain in the physical custody of an escrow holder or the Company until all restrictions are removed or expire; (iii) Each certificate representing Shares will bear such legend or legends making reference to the restrictions imposed upon such Shares as the Compensation Committee in its discretion deems necessary or appropriate to enforce such restrictions; and (iv) Notwithstanding the foregoing, all unearned and unvested Shares listed above shall immediately vest and be delivered to the Executive upon the Change of Control as defined in Section 7(c) provided that the Executive is employed by the Company on the date of the Change in Control. The Executive shall have no voting or other stockholder rights with respect to any unearned and unvested Shares. The Shares shall not be assignable by the Executive or be subject to any claims by creditors until they shall have been earned and vested in accordance with this section. In addition to any other restrictions on the Shares described in this section, which may be incorporated by reference in the stock certificates evidencing the Shares, such certificates shall bear a legend substantially as follows: “The securities evidenced hereby have not been registered under the Securities Act of 1933, as amended (“Securities Act”). The holder hereof, by acquiring such securities, agrees that such securities may not be resold, pledged or otherwise transferred except pursuant to an effective registration statement duly filed under the Securities Act, or pursuant to an exemption effective under the Securities Act.” (v) The Executive hereby agrees with Company that the holding period set forth in Rule 144 of the Securities Act of 1933, as amended, shall only begin to run, with respect to any Shares, on the date that such Shares are earned and vest in accordance herewith.

Restricted Common Stock. (a) Executive is hereby granted 483,432 640,000 shares of restricted common stock of the Company, $.01 par value per share (the “Shares”) subject to vesting in 30,000 40,000 share increments on a quarterly basis commencing on the Effective Date, except the first quarter commencing as of the Effective Date 33,432 shares shall vest at the end thereof. The Shares shall be other compensation to the Executive for his services hereunder and shall be earned and vest at the end of each quarter during the Employment Period. (b) The Shares, when vested, shall be subject to the following conditions: (i) The shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, alienated or encumbered until the restrictions are removed according to the terms of this Agreement or expire; (ii) The Compensation Committee may require that the certificates representing the Shares remain in the physical custody of an escrow holder or the Company until all restrictions are removed or expire; (iii) Each certificate representing Shares will bear such legend or legends making reference to the restrictions imposed upon such Shares as the Compensation Committee in its discretion deems necessary or appropriate to enforce such restrictions; and (iv) Notwithstanding the foregoing, all unearned and unvested Shares listed above shall immediately vest and be delivered to the Executive upon the Change of Control as defined in Section 7(c) provided that the Executive is employed by the Company on the date of the Change in Control. The Executive shall have no voting or other stockholder rights with respect to any unearned and unvested Shares. The Shares shall not be assignable by the Executive or be subject to any claims by creditors until they shall have been earned and vested in accordance with this section. In addition to any other restrictions on the Shares described in this section, which may be incorporated by reference in the stock certificates evidencing the Shares, such certificates shall bear a legend substantially as follows: “The securities evidenced hereby have not been registered under the Securities Act of 1933, as amended (“Securities Act”). The holder hereof, by acquiring such securities, agrees that such securities may not be resold, pledged or otherwise transferred except pursuant to an effective registration statement duly filed under the Securities Act, or pursuant to an exemption effective under the Securities Act.” (v) The Executive hereby agrees with Company that the holding period set forth in Rule 144 of the Securities Act of 1933, as amended, shall only begin to run, with respect to any Shares, on the date that such Shares are earned and vest in accordance herewith.