Common use of Share Retention Clause in Contracts

Share Retention. (a) Employee agrees to retain 100% of (i) the shares currently owned by Employee, (ii) the shares acquired under Section 1, and (iii) the shares into which options owned by Employee are convertible, in each case, through December 31, 2018, subject, however, to the following. If Employee elects to exercise his options through a “cashless exercise”, Employee’s retained share requirement shall be reduced by that number of option shares retained by the Company in order to enable the cashless purchase of the Employee’s option shares and the withholding by the Company of the income taxes associated with such purchase. (b) After December 31, 2018, Employee agrees not to sell that number of shares which would result in Employee’s total share ownership having a market value at the time of sale less than three (3) times Employee’s base compensation. This Section 2(b) shall not apply if Employee is no longer employed by either Employer or H▇▇▇. (c) The number of shares required to be retained at any given time under this Section 2 is herein referred to as the “Employee Retention Requirement”. (d) Employee shall be permitted solely for estate planning purposes to transfer shares otherwise required to be held under paragraphs (a) and (b) to trusts and similar entities whose sole beneficiaries are Employee, Employee’s spouse, siblings, parents and lineal descendants (“Estate Planning Vehicles”), subject, however, to such transferees agreeing in writing to continue to meet the Employee Retention Requirement with respect to any shares transferred to them.

Share Retention. (a) Employee agrees to retain 100% of (i) the shares currently owned by Employee, (ii) the shares acquired under Section 1, and (iii) the shares into which options owned by Employee are convertible, in each case, through December 31, 2018, subject, however, to the following. If Employee elects to exercise his options through a “cashless exercise”, Employee’s retained share requirement shall be reduced by that number of option shares retained by the Company in order to enable the cashless purchase of the Employee’s option shares and the withholding by the Company of the income taxes associated with such purchase. (b) After December 31, 2018, Employee agrees not to sell that number of shares which would result in Employee’s total share ownership having a market value at the time of sale less than three five (35) times Employee’s base compensation. This Section 2(b) shall not apply if Employee is no longer employed by either Employer or H▇▇▇. (c) The number of shares required to be retained at any given time under this Section 2 is herein referred to as the “Employee Retention Requirement”. (d) Employee shall be permitted solely for estate planning purposes to transfer shares otherwise required to be held under paragraphs (a) and (b) to trusts and similar entities whose sole beneficiaries are Employee, Employee’s spouse, siblings, parents and lineal descendants (“Estate Planning Vehicles”), subject, however, to such transferees agreeing in writing to continue to meet the Employee Retention Requirement with respect to any shares transferred to them.

Share Retention. (a) Employee agrees to retain 100% of (i) the shares currently owned by Employee, (ii) the shares acquired under Section 1, and (iii) the shares into which options owned by Employee are convertible, in each case, through December 31August 2, 2018, subject, however, to the following. If Employee elects to exercise his options through a “cashless exercise”, Employee’s retained share requirement shall be reduced by that number of option shares retained by the Company in order to enable the cashless purchase of the Employee’s option shares and the withholding by the Company of the income taxes associated with such purchase. (b) After December 31August 2, 2018, Employee agrees not to sell that number of shares which would result in Employee’s total share ownership having a market value at the time of sale less than three (3) times Employee’s base compensation. This Section 2(b) shall not apply if Employee is no longer employed by either Employer or H▇▇▇. (c) The number of shares required to be retained at any given time under this Section 2 is herein referred to as the “Employee Retention Requirement”. (d) Employee shall be permitted solely for estate planning purposes to transfer shares otherwise required to be held under paragraphs (a) and (b) to trusts and similar entities whose sole beneficiaries are Employee, Employee’s spouse, siblings, parents and lineal descendants (“Estate Planning Vehicles”), subject, however, to such transferees agreeing in writing to continue to meet the Employee Retention Requirement with respect to any shares transferred to them.