Common use of Equity Incentive Clause in Contracts

Equity Incentive. Subject to shareholder approval to increase the number of authorized option shares, which is contemplated at the annual shareholders meeting scheduled for October 8, 1998, the Company shall grant the Executive options to purchase 300,000 shares of common stock of the Company. With respect to such options: 4.7.1. The exercise price for such options shall be the Company's per share market price at the close of business on October 8, 1998. The options will be non-qualified options, subject to all terms and conditions of the Company's 1995 Stock Option Plan. Except as set forth otherwise in the Stock Option Plan and herein, the options granted hereunder shall vest ratably (in 5 equal installments) and annually as of the end of each of the next 5 fiscal years ended May 31, with the first year's vesting to occur on May 31, 1999. Subject to the Stock Option Plan and this Agreement, vested options may be exercised for ten years from the date of grant. In the event of the death of the Executive, vested options may be exercised for one year from the date of death. In all other events, vested options must be exercised within 90 days of termination. Subject to the obligation of the Executive under the Company's 1995 Stock Plan for Employees and Directors to hold shares resulting from the exercise of an option for at least 6 months from the date the option was acquired, the Company will cooperate in any same day exercise and sale (or if same is not available, a cashless exercise) associated with such options. 4.7.2. Upon termination of the Executive's employment, option vesting will cease; provided, however, that if any termination severance payment is due in connection therewith pursuant to Section 12.3, the Executive will receive an additional one year of vesting as of the date of termination. Payment of all amounts and benefits hereunder and additional vesting of stock shall be subject to compliance with the provisions of this Agreement and specifically the restrictive covenants set forth in Section 13 hereof.

Equity Incentive. Subject to shareholder approval to increase Effective as of the number date of authorized option shares, which is contemplated at the annual shareholders meeting scheduled for October 8, 1998this Agreement, the Company Executive shall grant be granted a stock option for the Executive options to purchase 300,000 of 13,750,000 shares of common stock of the Company. With respect ’s common stock at an exercise price per share equal to the closing price of a share of such options: 4.7.1common stock in the over-the-counter market on the trading day immediately preceding the Commencement Date (the “Stock Option”). The exercise price for such options Stock Option shall be the Company's per share market price at the close have a term of business on October 8, 1998. The options will be non-qualified optionsten years, subject to all terms and conditions of the Executive’s continued employment by the Company's 1995 Stock Option Plan, and will include a net surrender cashless exercise provision. Except as set forth otherwise in To the extent that the Stock Option Plan may be treated as an Incentive Stock Option (an “ISO”) under the Internal Revenue Code and hereinthe Treasury Regulations promulgated thereunder (the “ISO Rules”), the options Stock Option shall be granted hereunder under the Company’s 2008 Incentive Stock Plan (the “Plan”). The right to exercise the Stock Option shall vest ratably vest, with respect to 859,375 shares, on March 31, 2013 and thereafter, with respect to an additional 859,375 shares on the last day of each subsequent calendar quarter through and including December 31, 2016, subject to the Executive’s continued employment by the Company; provided, however, that if, prior to December 31, 2016, the Executive’s employment is terminated other than by the Company for Cause (as such term is defined in 5 equal installmentsSection 3.2 below) and annually or by the Executive without Good Reason (as such term is defined in Section 3.2 below) within ninety days after a Change of Control, then, effective as of the end of each of date on which the next 5 fiscal years ended May 31Executive’s employment is terminated, with the first year's vesting to occur on May 31, 1999. Subject to the Stock Option Plan and this Agreement, vested options may be exercised for ten years from shall vest with respect to fifty percent (50%) of the shares that were unvested on the date of grantthe Change of Control. In Except to the event extent that the Plan or the ISO Rules limit the right to exercise the ISO portion of the death of the Executive, vested options may be exercised for one year from the date of death. In all other events, vested options must be exercised within 90 days of termination. Subject to the obligation of the Executive under the Company's 1995 Stock Plan for Employees and Directors to hold shares resulting from the exercise of an option for at least 6 months from the date the option was acquired, the Company will cooperate in any same day exercise and sale (or if same is not available, a cashless exercise) associated with such options. 4.7.2. Upon Option following termination of the Executive's ’s employment, option vesting will ceasethe vested portion of the Stock Option may be exercised at any time prior to the tenth anniversary of the date of this Agreement, notwithstanding the earlier termination of the Executive’s employment. As used herein, the term “Change of Control” shall mean any of the following: (i) the completion by the Company of a reorganization, merger, consolidation, share exchange, or a sale, lease, exchange or other disposition of all or substantially all of the Company’s assets, unless immediately following such transaction the holders of the Company’s voting stock immediately prior to the transaction own voting securities representing a majority of the votes entitled to be cast for the election of directors of the successor entity; (ii) the acquisition, after the date of this Agreement, by any person or “group” (as defined under the federal securities laws) of “beneficial ownership” (as defined under the federal securities laws) of a majority of (a) the outstanding shares of the Company’s common stock or (b) the combined voting power of the then outstanding voting securities of the Company which are entitled to elect a majority of the members of the Board of Directors; or (iii) the approval by the Company’s shareholders of a complete liquidation or dissolution of the Company; provided, however, that if any termination severance payment is due an event that otherwise would constitute a Change of Control results from or arises out of a purchase or other acquisition of the Company, directly or indirectly, by a corporation or other entity in connection therewith pursuant to Section 12.3which the Executive has a greater than five percent (5%) direct or indirect equity interest (other than B▇▇▇▇▇▇ Power Inc., so long as, at the time of such purchase or other acquisition, the Executive will receive is not an additional one year officer or director of vesting as B▇▇▇▇▇▇ Power Inc. or any of the date its affiliates), such event shall not constitute a Change of termination. Payment of all amounts and benefits hereunder and additional vesting of stock shall be subject to compliance with the provisions of this Agreement and specifically the restrictive covenants set forth in Section 13 hereofControl.

Equity Incentive. Subject to shareholder approval to increase Effective as of the number date of authorized option shares, which is contemplated at the annual shareholders meeting scheduled for October 8, 1998this Agreement, the Company Executive shall grant be granted a stock option for the Executive options to purchase 300,000 of 8,159,401 shares of common stock of the Company. With respect ’s common stock at an exercise price per share equal to the closing price of a share of such options: 4.7.1common stock in the over-the-counter market on the trading day immediately preceding the date of this Agreement (the “Stock Option”). The exercise price for such options shall be the Company's per share market price at the close of business on October 8, 1998. The options will be non-qualified options, shares subject to all terms and conditions of the Company's 1995 Stock Option Plan. Except as set forth otherwise in the Stock Option Plan and herein, the options granted hereunder shall vest ratably (in 5 equal installments) and annually as of the end of each of the next 5 fiscal years ended May 31, with the first year's vesting to occur on May 31, 1999. Subject to the Stock Option Plan and this Agreement, vested options may be exercised for ten years from represent 5% of the Company’s fully-diluted capital stock on the date of grantthis Agreement. In the event The Stock Option shall have a term of the death of ten years, subject to the Executive’s continued employment by the Company, vested options and will include a net surrender cashless exercise provision. To the extent that the Stock Option may be exercised for one year from treated as an Incentive Stock Option (an “ISO”) under the Internal Revenue Code and the Treasury Regulations promulgated thereunder (the “ISO Rules”), the Stock Option shall be granted under the Company’s 2008 Incentive Stock Plan (the “Plan”). The right to exercise the Stock Option shall vest, with respect to 2,039,851 shares, on December 31, 2010, and thereafter, with respect to an additional 509,962.5 shares on the last day of each subsequent calendar quarter through and including December 31, 2013, subject to the Executive’s continued employment by the Company; provided, however, that if, prior to December 31, 2010, a Change of Control occurs and the Executive remains employed by the Company through the day immediately preceding the date of deathsuch Change of Control, then, effective immediately prior to such Change of Control, the Stock Option shall vest with respect to 2,039,851 shares; and provided, further, that in the event the Executive’s employment is terminated prior to December 31, 2010 for any reason other than (i) by the Company during the Probationary Period (as such term is hereinafter defined), (ii) by the Company for Cause (as such term is hereinafter defined) or (iii) voluntarily by the Executive without Good Reason (as such term is hereinafter defined), then, effective as of the date on which the Executive’s employment is terminated, the Stock Option shall vest with respect to 2,039,851 shares. In all other events, vested options must be exercised within 90 days of termination. Subject Except to the obligation extent that the Plan or the ISO Rules limit the right to exercise the ISO portion of the Executive under the Company's 1995 Stock Plan for Employees and Directors to hold shares resulting from the exercise of an option for at least 6 months from the date the option was acquired, the Company will cooperate in any same day exercise and sale (or if same is not available, a cashless exercise) associated with such options. 4.7.2. Upon Option following termination of the Executive's ’s employment, option vesting will ceasethe vested portion of the Stock Option may be exercised at any time prior to January 26, 2020 notwithstanding the earlier termination of the Executive’s employment. As used herein, the term “Change of Control” shall mean any of the following: (i) the completion by the Company of a reorganization, merger, consolidation, share exchange, or a sale, lease, exchange or other disposition of all or substantially all of the Company’s assets, unless immediately following such transaction the holders of the Company’s voting stock immediately prior to the transaction own voting securities representing a majority of the votes entitled to be cast for the election of directors of the successor entity; (ii) the acquisition, after the date of this Agreement, by any person or “group” (as defined under the federal securities laws) of “beneficial ownership” (as defined under the federal securities laws) of a majority of (a) the outstanding shares of the Company’s common stock or (b) the combined voting power of the then outstanding voting securities of the Company which are entitled to elect a majority of the members of the Board of Directors of the Company; or (iii) the approval by the Company’s shareholders of a complete liquidation or dissolution of the Company; provided, however, that if any termination severance payment is due an event that otherwise would constitute a Change of Control results from or arises out of a purchase or other acquisition of the Company, directly or indirectly, by a corporation or other entity in connection therewith pursuant to Section 12.3, which the Executive will receive an additional one year has a greater than five percent (5%) direct or indirect equity interest, such event shall not constitute a Change of vesting as of the date of termination. Payment of all amounts and benefits hereunder and additional vesting of stock shall be subject to compliance with the provisions of this Agreement and specifically the restrictive covenants set forth in Section 13 hereofControl.

Equity Incentive. Subject The Company hereby grants to shareholder approval to increase the number of authorized Executive an option shares, which is contemplated at the annual shareholders meeting scheduled for October 8, 1998, the Company shall grant the Executive options to purchase 300,000 538,020 shares of common stock of the Company. With respect to such options: 4.7.1. The exercise price for such options shall be the Company's per share market price at the close of business on October 8’s Class A Common Stock, 1998. The options will be non-qualified options, subject to all terms effective upon and conditions of the Company's 1995 Stock Option Plan. Except as set forth otherwise in the Stock Option Plan and herein, the options granted hereunder shall vest ratably (in 5 equal installments) and annually with a grant date as of the end of each of the next 5 fiscal years ended May 31Start Date. Thereafter, with the first year's vesting to occur on May 31, 1999. Subject to the Stock Option Plan and this Agreement, vested options may be exercised for ten years from the date of grant. In the event of the death of the Executive, vested options may be exercised for one year from the date of death. In all other events, vested options must be exercised within 90 days of termination. Subject to the obligation of the so long as Executive under the Company's 1995 Stock Plan for Employees and Directors to hold shares resulting from the exercise of an option for at least 6 months from the date the option was acquired, the Company will cooperate remains in any same day exercise and sale (or if same is not available, a cashless exercise) associated with such options. 4.7.2. Upon termination of the Executive's employment, option vesting will cease; provided, however, that if any termination severance payment is due in connection therewith pursuant to Section 12.3, the Executive will receive an additional one year of vesting service as CEO as of the date of terminationsuch grants, Executive will receive an automatic grant of an option to purchase 179,340 shares of the Company’s Class A Common Stock on each of the twelve (12), twenty-four (24) and thirty-six (36) month anniversaries of the Start Date. Payment (For purposes of all amounts clarity, Executive’s total option grants under the paragraph, including his initial grant on the Start Date, equals 1,076,040 shares.) Each option granted under this paragraph shall carry a five (5) year term, and benefits the option shares shall vest and become exercisable over a four (4) year period according to the following schedule: one fourth (1/4) on first anniversary of the grant date and 1/48 each month thereafter. Each option grant will include a “net” or “cashless” exercise feature. The initial option grant is intended to qualify as an inducement grant under NASDAQ listing rules and will carry an exercise price equal to the greater of (i) the closing price of the Company’s Class A Common Stock on the Start Date or (ii) the trailing sixty (60) day volume weighted average price of the Company’s Class A Common Stock determined as of the Start Date. Each subsequent automatic grant hereunder and additional vesting of stock shall be issued under and subject to compliance the terms of the Company’s 2017 Equity Incentive Plan (or any successor plan) and will carry an exercise price equal to the trailing thirty (30) day volume weighted average price of the Company’s Class A Common Stock, determined as of the applicable option grant date. Except as provided above, the options to be granted to Executive hereunder shall be provided subject to and in conformity with the provisions Company’s standard form of this Agreement non-qualified stock option with customary terms and specifically conditions, to be entered into by Executive and the restrictive covenants set forth in Section 13 hereofCompany.

Equity Incentive. Subject to shareholder approval to increase As soon as administratively practicable following the number of authorized option shares, which is contemplated at the annual shareholders meeting scheduled for October 8, 1998Effective Date, the Company Executive shall grant the Executive options to purchase 300,000 be granted 36,000 shares of restricted common stock of the Company. With respect to such options: 4.7.1. The exercise price for such options shall be Company (the Company's per share market price at the close of business on October 8, 1998. The options will be non-qualified options“Initial Stock Grant”), subject to all terms and conditions the approval of the Company's 1995 Stock Option PlanBoard. Except as set forth otherwise in the Stock Option Plan and herein, the options granted hereunder shall vest ratably (in 5 equal installments) and annually as The terms of the end of each of the next 5 fiscal years ended May 31, with the first year's vesting to occur on May 31, 1999. Subject to the Initial Stock Option Plan and this Agreement, vested options may be exercised for ten years from the date of grant. In the event of the death of the Executive, vested options may be exercised for one year from the date of death. In all other events, vested options must be exercised within 90 days of termination. Subject to the obligation of the Executive under the Company's 1995 Stock Plan for Employees and Directors to hold shares resulting from the exercise of an option for at least 6 months from the date the option was acquired, the Company will cooperate in any same day exercise and sale (or if same is not available, a cashless exercise) associated with such options. 4.7.2. Upon termination of the Executive's employment, option vesting will cease; provided, however, that if any termination severance payment is due in connection therewith pursuant to Section 12.3, the Executive will receive an additional one year of vesting as of the date of termination. Payment of all amounts and benefits hereunder and additional vesting of stock Grant shall be subject to compliance and consistent with the provisions equity-based compensation plan sponsored and maintained by the Company for its senior executive officers and the relevant restricted stock agreement and shall include the following: (1) the Initial Stock Grant shall vest 1/3 each year for three years, with vesting commencing on the 15th day of this Agreement the mid-quarter month following the Effective Date (therefore, 12,000 shares of restricted stock granted under the Initial Stock Grant shall vest during the first year following 15th day of the mid-quarter month following the Effective Date and specifically 12,000 shares of restricted stock shall vest each subsequent year); (2) the restrictive covenants set forth Initial Stock Grant shall be subject to accelerated vesting, including as provided in Section 13 hereof7(b); and (3) if the Company shall effect a subdivision or consolidation of its stock or other capital readjustment, the payment of a stock dividend, or other increase or reduction of the number of shares of Stock outstanding, without receiving compensation therefor in money, services or property, then (1) the number of restricted shares subject to the unvested portion of the Initial Stock Grant shall be appropriately adjusted in such a manner as to entitle the Executive to receive upon vesting of such unvested shares the equivalent total number and class or series of stock as any other shareholder in the Company would receive upon such event requiring the adjustment (e.g., if the Company were to effect a 2 for 1 stock split while 12,000 restricted shares of the Initial Stock Grant were unvested, the Executive would receive 24,000 shares of stock upon vesting of such restricted shares). The Executive shall be eligible to be considered, from time to time, by the Board for additional grants of equity-based compensation; provided that the amount and type of such grants awarded to the Executive shall be no less than those grants awarded to senior executive officers of the Corporation, if any.

Equity Incentive. Subject to shareholder approval to increase Effective as of the number date of authorized option shares, which is contemplated at the annual shareholders meeting scheduled for October 8, 1998this Agreement, the Company Executive shall grant be granted a stock option under the Executive options to Corporation’s 2008 Incentive Stock Plan for the purchase 300,000 of 2,500,000 shares of common stock of the Company. With respect ’s common stock at an exercise price per share equal to the closing price of a share of such options: 4.7.1common stock in the over-the-counter market on the date of this Agreement (the “Stock Option”). The exercise price for such options Stock Option shall be the Company's per share market price at the close have a term of business on October 8, 1998. The options will be non-qualified optionsten years, subject to the Executive’s continued employment by the Company, and will include a net surrender cashless exercise provision. If the Executive’s employment by the Company is terminated for any reason, the vested portion of the Stock Option may be exercised at any time prior to the sixtieth day after the date on which the Executive’s employment is terminated. The right to exercise the Stock Option shall vest, with respect to 625,000 shares, on September 30, 2010, and thereafter, with respect to an additional 156,250 shares on the last day of each subsequent calendar quarter through and including September 30, 2013, subject to the Executive’s continued employment by the Company; provided, however, that if, prior to September 30, 2010, a Change of Control occurs, then, effective immediately prior to such Change of Control, the Stock Option shall vest with respect to 625,000 shares. As used herein, the term “Change of Control” shall mean any of the following: (i) the completion by the Company of a reorganization, merger, consolidation, share exchange, or a sale, lease, exchange or other disposition of all terms and conditions or substantially all of the Company's 1995 Stock Option Plan. Except as set forth otherwise in ’s assets, unless immediately following such transaction the Stock Option Plan and herein, the options granted hereunder shall vest ratably (in 5 equal installments) and annually as holders of the end of each Company’s voting stock immediately prior to the transaction own voting securities representing a majority of the next 5 fiscal years ended May 31votes entitled to be cast for the election of directors of the successor entity; (ii) the acquisition, with after the first year's vesting to occur on May 31, 1999. Subject to the Stock Option Plan and date of this Agreement, vested options may be exercised for ten years from by any person or “group” (as defined under the date federal securities laws) of grant. In “beneficial ownership” (as defined under the event federal securities laws) of a majority of (a) the outstanding shares of the death Company’s common stock or (b) the combined voting power of the Executive, vested options may be exercised for one year from the date of death. In all other events, vested options must be exercised within 90 days of termination. Subject to the obligation then outstanding voting securities of the Executive under Company which are entitled to elect a majority of the members of the Board of Directors of the Company's 1995 Stock Plan for Employees and Directors to hold shares resulting from ; or (iii) the exercise approval by the Company’s shareholders of an option for at least 6 months from the date the option was acquired, the Company will cooperate in any same day exercise and sale (a complete liquidation or if same is not available, a cashless exercise) associated with such options. 4.7.2. Upon termination dissolution of the Executive's employment, option vesting will ceaseCompany; provided, however, that if any termination severance payment is due an event that otherwise would constitute a Change of Control results from or arises out of a purchase or other acquisition of the Company, directly or indirectly, by a corporation or other entity in connection therewith pursuant to Section 12.3, which the Executive will receive an additional one year has a greater than two and one-half percent (2.5%) direct or indirect equity interest, such event shall not constitute a Change of vesting as of the date of termination. Payment of all amounts and benefits hereunder and additional vesting of stock shall be subject to compliance with the provisions of this Agreement and specifically the restrictive covenants set forth in Section 13 hereofControl.