Common use of Vesting in Certain Circumstances Clause in Contracts

Vesting in Certain Circumstances. Notwithstanding the provisions of Section 2.1, the Award shall vest as set forth below in the following circumstances: 2.3.1 Termination of Employment by Company within one year following Change in Control (as defined in the Employment Agreement between Awardee and the Company dated April 2, 2001 (the "Employment Agreement")), subject to Section 2.3.4: immediate vesting of the Award and nonforfeitability upon the Company's giving of notice of termination; 2.3.2 Death or Disability (as such terms are defined in the Employment Agreement): Pro rata monthly vesting of first 50% of Award if Death or Disability occurs before December 31, 2005; and vesting of entire remaining 50% of Award if Death or Disability occurs after December 31, 2005. 2.3.3 Termination of Employment by the Company without Cause, Non-renewal by the Company or termination by the Awardee for Good Reason (as defined in the Employment Agreement): immediate vesting of the Award and nonforfeitability upon the Company's giving notice of termination or of non-renewal or upon Awardee's giving notice of termination for Good Reason;

Vesting in Certain Circumstances. Notwithstanding the provisions of Section 2.1, the Award shall vest as set forth below in the following circumstances: 2.3.1 Termination of Employment by Company within one year following Change in Control (as defined in the Employment Agreement between Awardee and the Company dated April 2, 2001 (the "Employment Agreement")), subject to Section 2.3.4: immediate vesting of the Award and nonforfeitability upon the Company's giving of notice of termination; 2.3.2 Death or Disability (as such terms are defined in the Employment Agreement): Pro rata monthly vesting of first 50% of Award from Grant Date if Death or Disability occurs before December 31, 2005; and vesting of entire remaining 50% of Award if Death or Disability occurs after December 31, 2005, through June 30, 2007. 2.3.3 Termination of Employment by the Company without Cause, Non-renewal by the Company or termination by the Awardee for Good Reason (as defined in the Employment Agreement): immediate vesting of the Award and nonforfeitability upon the Company's giving notice of termination or of non-renewal or upon Awardee's giving notice of termination for Good Reason;