This excerpt taken from the EYE 8-K filed May 18, 2005.
Terms of Restricted Unit Grants
The Employee Restricted Unit Grant Terms and Conditions (the Restricted Unit Terms and Conditions) evidence the grant by us of restricted units of our common stock (the Restricted Units) to an eligible participant under the Plan. Except as otherwise provided in the Plan, each Restricted Unit represents the right to receive one share of our common stock upon the vesting of such Restricted Unit. The number of shares of Restricted Units subject to the grant and the dates on which the shares of Restricted Units vest are each established by the Committee on the date of the grant. The Restricted Unit Terms and Conditions provide that upon a change of control of our company, the Restricted Units will immediately become fully vested. The Restricted Unit Terms and Conditions provide that the Restricted Units may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered until they have become vested, and any additional requirements or restrictions contained in the Restricted Unit Terms and Conditions or in the Plan have been satisfied, terminated or expressly waived by us in writing. Recipients of Restricted Units will have no rights of a stockholder of the company until shares of common stock are issued upon vesting of Restricted Units.
If the recipients employment by us terminates for any reason other than death, total disability or job elimination, then the recipient will generally forfeit all Restricted Units that are, at the date of such termination, still subject to the vesting restrictions. If the recipients employment by us terminates by reason of the recipients death or total disability, the Restricted Units will become fully vested as of the recipients last date of employment. If the recipients employment by us terminates by reason of a job elimination, the Restricted Units will vest in an amount equal to the difference between (i) number of shares of Restricted Units subject to the grant multiplied by a fraction, the numerator of which is the number of full calendar months from the grant date until the
recipients last day of employment and the denominator of which is the number of months during which the restrictions would have been in effect pursuant to the original grant and (ii) the number of Restricted Units that vested prior to the date of termination of employment. The recipient will generally forfeit all other Restricted Units subject to the award that are, at the date of such termination, still subject to the vesting restrictions.