Equity Compensation Grants. Effective on the Commencement Date, the Executive will be granted options (the “Initial Option Grant”) to purchase 100,000 shares of the Employer’s common stock, $.01 par value (“Common Stock”) pursuant to the Employer’s 2005 Stock Incentive Plan (the “Share Incentive Plan”). The purchase price for each share of Common Stock subject to the Initial Option Grant shall be equal to 100% of the Fair Market Value (as such term is defined in the Share Incentive Plan) of a share of Common Stock on the effective date of the grant which shall be the Commencement Date. Subject to the terms of the Share Incentive Plan and the option agreement evidencing the Initial Option Grant, the Initial Option Grant shall (i) have a term of 10 years (which term shall begin on the Commencement Date) and (ii) vest and become exercisable (subject to acceleration in certain cases) with respect to one-third of the options included in such grant on each of the first three anniversaries of the Commencement Date. All other terms of the Initial Option Grant shall be as provided in the Share Incentive Plan and the form of option agreement attached hereto as Exhibit A. On the Commencement Date, the Executive also will be awarded two restricted stock awards pursuant to the Share Incentive Plan: (1) 100,000 restricted shares of Common Stock the forfeiture restriction on which shall lapse (subject to acceleration in certain cases) with respect to one-third of such shares on each of the first three anniversaries of the Commencement Date (the “Time Based Stock Grant”) and (2) 20,000 restricted shares of Common Stock the forfeiture restrictions on which shall lapse (subject to acceleration in certain cases) with respect to such shares on the second anniversary of the Commencement Date based upon the Board’s determination that certain key management goals agreed upon and set mutually by the Board and the Executive within 30 days after the Commencement Date have been met (the “Performance Based Stock Grant”). All other terms of the Time Based Stock Grant and the Performance Based Stock Grant shall be as provided in the Share Incentive Plan and the forms of restricted stock award agreements attached hereto as Exhibits B and C, respectively. The Executive shall be entitled to receive stock options and other equity based awards in the future under the Employer’s equity plans (including as part of the January 2007 award exercise) in amounts and under terms set from time to time in the discretion of the Board or an authorized committee thereof.
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Equity Compensation Grants. Effective As consideration for your services prior to the Offering, you will receive a one-time grant of 759,992.158 Class X Common Units of the Company, to be subject to vesting and certain other restrictions as set forth in the Unit Grant Agreement, dated May 20, 2015, between you and the Company. In connection with the Offering, if you are then serving on the Commencement DateBoard of the Reporting Entity, you will receive, as consideration for your service as a Director, a one-time equity grant of restricted stock units with an aggregate value of $100,000 (based on the Executive offering price of the Reporting Entity’s common stock for the initial public offering), to be fully vested at the time of grant. This grant shall be made following the Offering in accordance with the Reporting Entity’s applicable compensation program. Following the Offering and to the extent you continue to serve on the Board of the Reporting Entity, you will receive, as consideration for your continuing service and in accordance with the Reporting Entity’s applicable compensation program, an annual equity grant of restricted stock units with an aggregate value on an annual basis (as measured from the date you last received the more recent of an annual equity grant or the one-time grant described in the paragraph immediately above) of $100,000 (based on the closing price of the Reporting Entity’s common stock on the grant date), to be fully vested at the time of grant and made following the Reporting Entity’s annual stockholder meeting. Stock Ownership Guidelines: It is anticipated that, in order to promote long-term alignment of Directors’ and stockholders’ interests, you may be required to hold a certain amount of common stock of the Reporting Entity. Any such amount will be granted options determined by the Company Board (or if determined following the “Initial Option Grant”) to purchase 100,000 shares of the Employer’s common stockOffering, $.01 par value (“Common Stock”) pursuant to the Employer’s 2005 Stock Incentive Plan (the “Share Incentive Plan”). The purchase price for each share of Common Stock subject to the Initial Option Grant shall be equal to 100% of the Fair Market Value (as such term is defined in the Share Incentive Plan) of a share of Common Stock on the effective date of the grant which shall be the Commencement Date. Subject to the terms of the Share Incentive Plan and the option agreement evidencing the Initial Option Grant, the Initial Option Grant shall (i) have a term of 10 years (which term shall begin on the Commencement Date) and (ii) vest and become exercisable (subject to acceleration in certain cases) with respect to one-third of the options included in such grant on each of the first three anniversaries of the Commencement Date. All other terms of the Initial Option Grant shall be as provided in the Share Incentive Plan and the form of option agreement attached hereto as Exhibit A. On the Commencement Date, the Executive also will be awarded two restricted stock awards pursuant to the Share Incentive Plan: (1) 100,000 restricted shares of Common Stock the forfeiture restriction on which shall lapse (subject to acceleration in certain cases) with respect to one-third of such shares on each of the first three anniversaries of the Commencement Date (the “Time Based Stock Grant”) and (2) 20,000 restricted shares of Common Stock the forfeiture restrictions on which shall lapse (subject to acceleration in certain cases) with respect to such shares on the second anniversary of the Commencement Date based upon the Board’s determination that certain key management goals agreed upon and set mutually by the Board and the Executive within 30 days after the Commencement Date have been met (the “Performance Based Stock Grant”). All other terms of the Time Based Stock Grant Reporting Entity), with your advice and the Performance Based Stock Grant shall be as provided in the Share Incentive Plan and the forms of restricted stock award agreements attached hereto as Exhibits B and C, respectivelyparticipation. The Executive shall be entitled to receive stock options and other equity based awards in the future under the Employer’s equity plans (including as part Responsibilities: As a Director of the January 2007 award exercise) in amounts Reporting Entity, your duties and under terms set from time to time in the discretion responsibilities will be those reasonably and customarily associated with such position, including, without limitation, attendance at all regular and special meetings of the Board or an authorized of the Reporting Entity and, if you are a member of a committee thereofof the Board of the Reporting Entity, attendance at all regular and special meetings of such committee.
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