Common use of Grant of Stock Options Clause in Contracts

Grant of Stock Options. As an inducement to the Executive to enter into this Agreement, the Company hereby agrees to cause the Stock Option Committee of the Board to grant to the Executive (pursuant to, and subject to stockholder approval of, the Salton/Maxim Housewares, Inc. 1998 Stock Option Plan (the "1998 Plan")): (i) on December 18, 1998, stock options to purchase 63,179 shares of Common Stock with an exercise price equal to the closing price of the Common Stock reported on the Nasdaq National Market on December 18, 1998; and (ii) On December 17, 1999, stock options to purchase 63,179 shares of Common Stock with an exercise price equal to the closing price of the Common Stock on the Nasdaq National Market on December 17, 1999; provided that the foregoing stock option grants need not be made if prior to the required date of such grants the Executive's employment is terminated for Cause or if the Executive's employment is terminated without Good Reason or due to his death or Disability. The stock options to be granted pursuant to this Section 5.1 are collectively referred to herein as the "Stock Options." The Company agrees to use its reasonable best efforts (which shall include the solicitation of proxies) to obtain stockholder approval of the 1998 Plan as soon as practicable. In the event that (i) the 1998 Plan is not approved by stockholders on or prior to December 18, 1998, or (ii) the Stock Option Committee of the Board fails to grant the aforementioned Stock Options for any reason other than the termination of the Executive's employment for Cause or by the Executive for Good Reason, death or Disability, then the Company agrees to grant to the Executive stock appreciation rights which provide the Executive with substantially the same benefits as the Stock Options (as if the Executive continued to be an employee of the Company). The term of the Stock options will be ten (10) years and one-third of the Stock Options will vest each anniversary of December 19, 1997. The other terms and conditions of the Stock Options will be set forth in the 1998 Plan. Notwithstanding the foregoing, in the event that prior to December 17, 1999, the Company announces a Change of Control, then upon consummation of such Change of Control, the Executive shall be entitled to elect to receive in lieu of the exercise of any of the Stock Options which are required to be granted to the Executive in accordance with this Section 5.1 a lump sum payment upon such Change of Control in an amount equal to (i) the difference between (x) the average of the closing price of the Common Stock reported on the Nasdaq National Market for the five trading days immediately preceding the Change of Control and (y) $15.25, multiplied by (ii) the number of shares of Common Stock subject to the Stock Options.

Grant of Stock Options. As an inducement to (i) Effective as of the Executive to enter into this AgreementCommencement Date, the Company hereby agrees to cause the Stock Option Committee of the Board to shall grant to the Executive (pursuant to, and subject to stockholder approval of, the Salton/Maxim Housewares, Inc. 1998 Stock Option Plan an option (the "1998 PlanOption")): (i) on December 18, 1998, stock options to purchase 63,179 8,000,000 shares of common stock of the Company, par value $0.0001 per share (the "Common Stock Stock") with an exercise price equal to the closing price of the Common Stock reported on the Nasdaq National th Fair Market on December 18, 1998; and (ii) On December 17, 1999, stock options to purchase 63,179 shares of Common Stock with an exercise price equal to the closing price Value of the Common Stock on the Nasdaq National Market on December 17date of grant (as defined under the Company's Amended and Restated 2007 Stock Option Plan (as amended from time to time, 1999; provided that the foregoing stock option grants need not be made if prior "Plan"), pursuant to the required date terms of such grants the Notice of Grant of Stock Option and Stock Option Agreement, each of which are attached hereto as Exhibit A, and subject to the terms of the Plan. (A) Stockholders Agreements. Upon the Executive's employment is terminated for Cause or if the Executive's employment is terminated without Good Reason or due to his death or Disability. The stock options to be exercis of Options granted pursuant to this Section 5.1 are collectively referred the terms and conditions .of the Plan, the Executiv shall execute and deliver a joinder or counterpart signature page to herein the Company Second Amended and Restated Investor Rights Agreement, Second Amended an Restated Registration Rights Agreement and Second Amended and Restate Right of First Refusal and Co-Sale Agreement, in each case, by and among th Company and its stockholders and as the same may be amended or restated fro time to time (collectively, the "Stock Options." The Company agrees to use its reasonable best efforts (which shall include the solicitation of proxies) to obtain stockholder approval of the 1998 Plan as soon as practicableStockholders Agreements"). In the event that (i) the 1998 Plan is not approved by stockholders on or prior to December 18, 1998, or (ii) Prior to the Stock Option Committee grant of the Option to Executive, the Board fails to grant the aforementioned Stock Options for any reason other than the termination of the Executive's employment for Cause shall take or by the Executive for Good Reason, death or Disability, then the Company agrees to grant to the Executive stock appreciation rights which provide the Executive with substantially the same benefits as the Stock Options (as if the Executive continued cause to be an employee of the Company). The term of the Stock options will be ten (10) years and one-third of the Stock Options will vest each anniversary of December 19, 1997. The other terms and conditions of the Stock Options will be set forth in the 1998 Plan. Notwithstanding the foregoing, in the event that prior taken all necessary actions to December 17, 1999, the Company announces a Change of Control, then upon consummation of such Change of Control, the Executive shall be entitled to elect to receive in lieu of the exercise of any of the Stock Options which are required to be granted to the Executive in accordance with this Section 5.1 a lump sum payment upon such Change of Control in an amount equal to (i) the difference between (x) the average of the closing price of the Common Stock reported on the Nasdaq National Market for the five trading days immediately preceding the Change of Control and (y) $15.25, multiplied by (ii) increase the number of reserved and unallocated shares of Common Stock issuable under the Plan to provide the Board with the ability to grant Awards (as such term is defined in the Plan) of up to 18,835,000 shares of Common Stock, in th aggregate, after the Option is granted ("Option Plan Expansion"). The Option Plan Expansion shall be available for grant to new management team hires and to retain existing talent, as recommended by Executive and approved by the Board. (iii) No Obligation of Continued Employment. Notwithstanding th foregoing agreement to grant the Option to the Executive subject to vesting over time, it i expressly understood and agreed that the Stock OptionsCompany does not now, nor hereafter shall have, an obligation to continue the Executive in its employ whether or not on a full-time basis, after th end of the Term. 5.

Grant of Stock Options. As an inducement The Company hereby grants to the Executive options to enter into this Agreementacquire 299,295 shares of the Company’s Class C Common Stock, $.01 par value per share (the “Stock Options”), at an exercise price to be established by the Company’s compensation committee, in good faith, based on the valuation range for the Company hereby agrees of $40 million to cause $75 millions which is based upon commercially reasonable valuation methodologies utilized in the Stock Option Committee of the Board marketplace to grant value comparable companies, and, pursuant to the Executive (pursuant to, terms and subject to stockholder approval of, the Salton/Maxim Housewares, Inc. 1998 conditions of such Stock Option Plan (the "1998 “Option Plan"”) as may be adopted by the Company and such Stock Option Agreement as may be entered into between the Executive and the Company (the “Award Agreement”)): (i) on December 18, 1998, stock options to purchase 63,179 shares of Common Stock with an . The exercise price equal to the closing price of the Common Stock reported on the Nasdaq National Market on December 18will be established by no later than July 15, 1998; and (ii) On December 17, 1999, stock options to purchase 63,179 shares of Common Stock with an exercise price equal to the closing price of the Common Stock on the Nasdaq National Market on December 17, 1999; provided that the foregoing stock option grants need not be made if prior to the required date of such grants the Executive's employment is terminated for Cause or if the Executive's employment is terminated without Good Reason or due to his death or Disability2005. The stock options to be granted pursuant to this Section 5.1 are collectively referred to herein as the "Stock Options." The Company agrees to use its reasonable best efforts (which Award Agreement shall include the solicitation of proxies) to obtain stockholder approval of the 1998 Plan as soon as practicable. In the event that provide: (i) the 1998 Executive with “Tag-Along Rights” which are not materially different from those set forth in Exhibit A hereto, (ii) with respect to vested options, the Executive shall be permitted to exercise such options at any time after such options become vested, (iii) the Company shall not have any repurchase right with respect to vested options or the shares of capital stock issued upon exercise of such options. The Award Agreement shall contain such other provisions as may be mutually agreed upon between the Company and the Executive. To the extent of any inconsistency between the terms of the Option Plan and the Award Agreement, the terms of the Award Agreement shall control. The Stock Options shall vest in equal installments of 1/48 on a monthly basis beginning as of the Commencement Date, provided, however, that all Stock Options shall vest if, after a Change of Control occurs, (i) the Executive’ employment is not approved terminated by stockholders on or prior to December 18, 1998, the Company other than for Cause (as hereinafter defined) or (ii) the Stock Option Committee Executive terminates his employment hereunder for Good Reason (as hereinafter defined). The Company represents and warrants to the Executive that as of the Board fails date hereof the Class C Common Stock for which the Stock Options are exercisable constitute 1.5% of the fully-diluted common equity of the Company. Notwithstanding the foregoing agreement to grant the aforementioned Stock Options for any reason other than the termination of the Executive's employment for Cause or by the Executive for Good ReasonOptions, death or Disability, then it is expressly understood and agreed that the Company agrees does not now, nor hereafter shall have, any obligation to grant to the Executive stock appreciation rights which provide the Executive with substantially the same benefits as the Stock Options (as if the Executive continued to be an employee of the Company). The term of the Stock options will be ten (10) years and one-third of the Stock Options will vest each anniversary of December 19, 1997. The other terms and conditions of the Stock Options will be set forth in the 1998 Plan. Notwithstanding the foregoing, in the event that prior to December 17, 1999, the Company announces a Change of Control, then upon consummation of such Change of Control, the Executive shall be entitled to elect to receive in lieu of the exercise of any of the Stock Options which are required to be granted to continue the Executive in accordance with this Section 5.1 its employ whether or not on a lump sum payment upon such Change of Control in an amount equal to (i) full-time basis, after the difference between (x) the average end of the closing price of the Common Stock reported on the Nasdaq National Market for the five trading days immediately preceding the Change of Control and (y) $15.25, multiplied by (ii) the number of shares of Common Stock subject to the Stock OptionsTerm.

Grant of Stock Options. As an inducement to the Executive to enter into this Agreement, the The Company hereby agrees to cause the Stock Option Committee of the Board to shall grant to the Executive (pursuant to, and subject to stockholder approval of, the Salton/Maxim Housewares, Inc. 1998 Stock Option Plan (the "1998 Plan")): (i) on December 18, 1998, stock options to purchase 63,179 600,000 shares of Common Stock common stock of the Company with an exercise price equal to fair market value as of such date, with a ten-year term, and with 200,000 options being immediately vested and fully exercisable and the closing price remaining 400,000 options vesting in monthly equal amounts over a four-year period commencing one year from the date hereof, provided, however that the vesting of such options may be accelerated in accordance with Exhibit A attached hereto upon the achievement of certain milestones detailed thereon, as may be amended from time to time by the Board of Directors. The Executive’s stock option position will be reviewed by the Compensation Committee of the Common Stock reported on Board of Directors from time to time, but in no event less than annually, and increases in such stock option position may be awarded dependent upon the Nasdaq National Market on December 18performance of the Executive. To the maximum extent permissible under the Internal Revenue Code of 1986, 1998; and as amended (iithe “Code”) On December 17, 1999, stock options to purchase 63,179 shares of Common Stock with an exercise price equal granted to the closing price Executive shall be “incentive stock options” as defined in Section 422 of the Common Stock on Code. The general terms and conditions of stock options granted to the Nasdaq National Market on December 17Executive shall be in accordance with the stockholder-approved plans established for the granting of options, 1999amended from time to time and the Company’s customary form of stock option agreement; provided that in the foregoing stock option grants need not be made if prior to the required date event of such grants the Executive's ’s termination of employment is terminated for Cause or if the Executive's employment is terminated without Good Reason or due to his death or Disability. The stock options to be granted pursuant to this Section 5.1 are collectively referred to herein as the "Stock Options." The Company agrees to use its reasonable best efforts (which shall include the solicitation of proxies) to obtain stockholder approval of the 1998 Plan as soon as practicable. In the event that (i) by the 1998 Plan is not approved by stockholders on or prior to December 18, 1998Company without Cause, or (ii) the Stock Option Committee of the Board fails to grant the aforementioned Stock Options for any reason other than the termination of the Executive's employment for Cause or by the Executive for Good Reason, death or Disabilitythe Executive’s then outstanding stock options shall be exercisable with respect to that portion of such stock options which is vested as of the Executive’s termination for the remainder of their original ten-year term. In addition, then the Company agrees to grant to the Executive stock appreciation rights which provide the Executive with substantially the same benefits as the Stock Options (as if the Executive continued to be an employee notwithstanding anything herein, in any of the Company). The term of the Stock options will be ten (10) years and one-third of the Stock Options will vest each anniversary of December 19, 1997. The other terms and conditions of the Stock Options will be set forth ’s stock option plans or in the 1998 Plan. Notwithstanding the foregoing, in the event that prior to December 17, 1999, any stock option agreement between the Company announces and the Executive, upon a Change of Control, Control all stock options then upon consummation of held by the Executive shall vest immediately prior to such Change of Control, the Executive shall be entitled to elect to receive in lieu of the exercise of any of the Stock Options which are required to be granted to the Executive in accordance with this Section 5.1 a lump sum payment upon such Change of Control in an amount equal to (i) the difference between (x) the average of the closing price of the Common Stock reported on the Nasdaq National Market for the five trading days immediately preceding the Change of Control and (y) $15.25, multiplied by (ii) the number of shares of Common Stock subject to the Stock Options.

Grant of Stock Options. As an inducement to the Executive to enter into this Agreement, the The Company hereby agrees to cause the Stock Option Committee of the Board to may grant to the Executive (pursuant to, and subject to stockholder approval of, the Salton/Maxim Housewares, Inc. 1998 Stock Option Plan (the "1998 Plan")): (i) on December 18, 1998, annual stock options to purchase 63,179 shares of Common Stock common stock of the Company with an exercise price equal to the closing market price of the Common Stock reported stock on the Nasdaq National Market on December 18date of the grant. The decision whether to grant options and the quantity to be granted shall be at the sole discretion of the Company’s Compensation Committee with appropriate consultation with the Chairman of the Board. The Executive’s stock option position will be reviewed by the Compensation Committee of the Board of Directors from time to time, 1998; but in no event less than annually, and (ii) On December 17, 1999increases in such stock option position may be awarded dependent upon the performance of the Executive and performance factors for the Company. To the maximum extent permissible under the Code, stock options to purchase 63,179 shares of Common Stock with an exercise price equal granted to the closing price Executive shall be “incentive stock options” as defined in Section 422 of the Common Stock on Code. The general terms and conditions of stock options granted to the Nasdaq National Market on December 17Executive shall be in accordance with the stockholder-approved plans established for the granting of options, 1999amended from time to time and the Company’s customary form of stock option agreement; provided that in the foregoing stock option grants need not be made if prior to the required date event of such grants the Executive's ’s termination of employment is terminated for Cause or if the Executive's employment is terminated without Good Reason or due to his death or Disability. The stock options to be granted pursuant to this Section 5.1 are collectively referred to herein as the "Stock Options." The Company agrees to use its reasonable best efforts (which shall include the solicitation of proxies) to obtain stockholder approval of the 1998 Plan as soon as practicable. In the event that (i) by the 1998 Plan is not approved by stockholders on or prior to December 18, 1998Company without Cause, or (ii) the Stock Option Committee of the Board fails to grant the aforementioned Stock Options for any reason other than the termination of the Executive's employment for Cause or by the Executive for Good Reason, death or Disabilitythe Executive’s outstanding stock options shall be exercisable with respect to that portion of such stock options which is vested as of the Executive’s termination for the remainder of their original term. In addition, then the Company agrees to grant to the Executive stock appreciation rights which provide the Executive with substantially the same benefits as the Stock Options (as if the Executive continued to be an employee notwithstanding anything herein, in any of the Company)’s stock option plans or in any stock option agreement between the Company and the Executive, upon a Change of Control (as defined in such plans or agreements) all stock options then held by the Executive shall vest immediately prior to such Change of Control; provided, however, that such acceleration of vesting shall not occur to the extent that a termination notice under Sections 8 or 11 hereof has been delivered and such termination is ultimately consummated in accordance with such notice. The term of the Stock options will be ten (10) years and one-third of the Stock Options will vest each anniversary of December 19, 1997. The other terms and conditions of the Stock Options will be set forth in the 1998 Plan. Notwithstanding the foregoing, in In the event that prior to December 17, 1999, the Company announces Company’s future plans or option agreements do not provide the definition of a Change of Control, then upon consummation and for purposes of Section 9(b) hereof, the definition for purposes of such Change of Control, the Executive options and Section 9(b) shall be entitled to elect to receive the same as the definition contained in lieu of the exercise of any of the Company’s Amended and Restated 1996 Stock Options which are required to be granted to the Executive in accordance with this Section 5.1 a lump sum payment upon such Change of Control in an amount equal to (i) the difference between (x) the average of the closing price of the Common Stock reported on the Nasdaq National Market for the five trading days immediately preceding the Change of Control and (y) $15.25, multiplied by (ii) the number of shares of Common Stock subject to the Stock OptionsIncentive Plan.

Grant of Stock Options. As an inducement further consideration for the Services to be provided by Employee hereunder, Employee shall be granted a stock option under the Executive to enter into this Agreement, the Company hereby agrees to cause the Stock Option Committee of the Board to grant to the Executive (pursuant to, and subject to stockholder approval of, the Salton/Maxim Housewares, Inc. 1998 Stock Option Company’s 2012 Restated Equity Incentive Plan (the "1998 “Stock Plan"”) to purchase an aggregate of 45,622 shares of the Company’s Common Stock (the “Option Shares”)): . The Option Shares shall vest at the rate of twenty-five percent (i25%) per year over a four-year period commencing on the first anniversary of the date which is the first day of the month following the date of grant and continuing at the rate of twenty-five percent (25%) on December 18, 1998, stock options to purchase 63,179 shares each of Common Stock with an the three (3) anniversary dates thereafter. The exercise price equal for the Option Shares shall be not less than the fair market value of the shares on the Grant Date as determined by the Company’s Board. The Option Shares shall be further subject to the closing price provisions of the Common Stock reported on Plan and the Nasdaq National Market on December 18applicable Stock Option Agreement to be executed by the Company and Employee. In the event the Company consummates a Merger with Nile Therapeutics, 1998; and Inc. (ii) On December 17“Nile”), 1999a publically traded company, stock options to purchase 63,179 shares the number of Common Stock with an exercise price equal to the closing price of the Common Stock on the Nasdaq National Market on December 17, 1999; provided that the foregoing stock option grants need not be made if prior to the required date of such grants the Executive's employment is terminated for Cause or if the Executive's employment is terminated without Good Reason or due to his death or Disability. The stock options to be granted pursuant to this Section 5.1 are collectively referred Employee shall be adjusted on the same terms applicable to herein other Capricor option holders as required by the "Stock Options." The Company agrees to use its reasonable best efforts (which shall include the solicitation of proxies) to obtain stockholder approval terms of the 1998 Plan as soon as practicableNile Merger Agreement. In the event that (i) the 1998 Plan is not approved by stockholders on or prior to December 18Additionally, 1998, or (ii) the Stock Option Committee upon consummation of the Board fails merger, the name of Nile Therapeutics shall be changed to grant the aforementioned Stock Options for Capricor Therapeutics, Inc. and any reason other than the termination of the Executive's employment for Cause or options granted post-merger will be issued by the Executive for Good Reason, death or Disability, then the Company agrees Capricor Therapeutics and will enable Employee to grant acquire shares in that entity similar to the Executive stock appreciation rights which provide the Executive with substantially the same benefits as the Stock Options (as if the Executive continued to be an employee of the Company)other Capricor option holders. The term of grant would be subject to the Stock options will be ten (10) years and one-third of the Stock Options will vest each anniversary of December 19, 1997. The other terms and conditions of the Stock Options will Option Plan or Equity Incentive Plan then in effect and the specific Stock Option Agreement entered into between Employee and Capricor Therapeutics or Capricor, Inc., whichever is then applicable. If the merger is not consummated, then any stock options granted would be set forth issued by the Company and would entitle Employee to purchase Common Stock of the Company. Notwithstanding anything to the contrary herein or in the 1998 Stock Plan. Notwithstanding the foregoing, in the event that prior to December 17of any merger with Nile Therapeutics, 1999Inc., Employee shall not be treated any worse than any other holder of stock options or vested shares granted under the Company’s Stock Option Plan. After completion of Employee’s first year of employment, the Company announces a Change Board of ControlDirectors may, then upon consummation of such Change of Controlin its sole discretion, the Executive determine whether additional options shall be entitled to elect to receive in lieu of the exercise of any of the Stock Options which are required to be granted to Employee considering, among other things, the Executive in accordance with this Section 5.1 a lump sum payment upon such Change successful performance of Control in Employee’s obligations hereunder, provided, however, that nothing herein shall be construed to create an amount equal to (i) obligation on the difference between (x) the average part of the closing price of the Common Stock reported on the Nasdaq National Market for the five trading days immediately preceding the Change of Control and (y) $15.25, multiplied by (ii) the number of shares of Common Stock subject Company to the Stock Optionsgrant any additional stock options.

Grant of Stock Options. As an inducement to the Executive to enter into this Agreement, the Company hereby agrees to cause the Stock Option Committee of the Board to grant to the Executive (pursuant to, and subject to stockholder approval of, the Salton/Maxim Housewares, Inc. 1998 Stock Option Plan (the "1998 Plan")): (i) on December 18, 1998, stock options to purchase 63,179 63,180 shares of Common Stock with an exercise price equal to the closing price of the Common Stock reported on the Nasdaq National Market on December 18, 1998; and (ii) On December 17, 1999, stock options to purchase 63,179 63,180 shares of Common Stock with an exercise price equal to the closing price of the Common Stock on the Nasdaq National Market on December 17, 1999; provided that the foregoing stock option grants need not be made if prior to the required date of such grants the Executive's employment is terminated for Cause or if the Executive's employment is terminated without Good Reason or due to his death or Disability. The stock options to be granted pursuant to this Section 5.1 are collectively referred to herein as the "Stock Options." The Company agrees to use its reasonable best efforts (which shall include the solicitation of proxies) to obtain stockholder approval of the 1998 Plan as soon as practicable. In the event that (i) the 1998 Plan is not approved by stockholders on or prior to December 18, 1998, or (ii) the Stock Option Committee of the Board fails to grant the aforementioned Stock Options for any reason other than the termination of the Executive's employment for Cause or by the Executive for Good Reason, death or Disability, then the Company agrees to grant to the Executive stock appreciation rights which provide the Executive with substantially the same benefits as the Stock Options (as if the Executive continued to be an employee of the Company). The term of the Stock options will be ten (10) years and one-third of the Stock Options will vest each anniversary of December 19, 1997. The other terms and conditions of the Stock Options will be set forth in the 1998 Plan. Notwithstanding the foregoing, in the event that prior to December 17, 1999, the Company announces a Change of Control, then upon consummation of such Change of Control, the Executive shall be entitled to elect to receive in lieu of the exercise of any of the Stock Options which are required to be granted to the Executive in accordance with this Section 5.1 a lump sum payment upon such Change of Control in an amount equal to (i) the difference between (x) the average of the closing price of the Common Stock reported on the Nasdaq National Market for the five trading days immediately preceding the Change of Control and (y) $15.25, multiplied by (ii) the number of shares of Common Stock subject to the Stock Options.

Grant of Stock Options. As an inducement to the Executive to enter into this Agreement, the The Company hereby agrees to cause the Stock Option Committee of the Board to shall grant to the Executive (pursuant to, and subject to stockholder approval of, the Salton/Maxim Housewares, Inc. 1998 Stock Option Plan (the "1998 Plan")): (i) on December 18, 1998, stock options to purchase 63,179 600,000 shares of Common Stock common stock of the Company with an exercise price equal to fair market value as of such date, with a ten-year term, and with 200,000 options being immediately vested and fully exercisable and the closing price remaining 400,000 options vesting in monthly equal amounts over a four-year period commencing one year from the date hereof, provided, however that the vesting of such options may be accelerated in accordance with Exhibit A attached hereto upon the achievement of certain milestones detailed thereon, as may be amended from time to time by the Board of Directors. The Executive’s stock option position will be reviewed by the Compensation Committee of the Common Stock reported on Board of Directors from time to time, but in no event less than annually, and increases in such stock option position may be awarded dependent upon the Nasdaq National Market on December 18performance of the Executive. To the maximum extent permissible under the Internal Revenue Code of 1986, 1998; and as amended (iithe “Code”) On December 17, 1999, stock options to purchase 63,179 shares of Common Stock with an exercise price equal granted to the closing price Executive shall be “incentive stock options” as defined in Section 422 of the Common Stock on Code. The general terms and conditions of stock options granted to the Nasdaq National Market on December 17Executive shall be in accordance with the stockholder-approved plans established for the granting of options, 1999amended from time to time and the Company’s customary form of stock option agreement; provided that in the foregoing stock option grants need not be made if prior to the required date event of such grants the Executive's ’s termination of employment is terminated for Cause or if the Executive's employment is terminated without Good Reason or due to his death or Disability. The stock options to be granted pursuant to this Section 5.1 are collectively referred to herein as the "Stock Options." The Company agrees to use its reasonable best efforts (which shall include the solicitation of proxies) to obtain stockholder approval of the 1998 Plan as soon as practicable. In the event that (i) by the 1998 Plan is not approved by stockholders on or prior to December 18, 1998Company without Cause, or (ii) the Stock Option Committee of the Board fails to grant the aforementioned Stock Options for any reason other than the termination of the Executive's employment for Cause or by the Executive for Good Reason, death or Disabilitythe Executive’s then outstanding stock options shall be exercisable with respect to that portion of such stock options which is vested as of the Executive’s termination for the remainder of their original ten-year term, then and further provided that if one of the milestones described above has been met and in the event of (a) the expiration of this Agreement without an offer by the Company agrees to grant renew or extend this Agreement on terms individually and in the aggregate no less favorable than those provided for herein or (b) Executive’s termination of employment (i) by the Company without Cause, or (ii) by the Executive for Good Reason, the Executive’s then outstanding stock options shall vest immediately prior to the Executive stock appreciation rights which provide expiration of this Agreement or Executive’s termination, as applicable, and shall be exercisable for the Executive with substantially the same benefits as the Stock Options (as if the Executive continued to be an employee remainder of their original ten-year term. In addition, notwithstanding anything herein, in any of the Company). The term of the Stock options will be ten (10) years and one-third of the Stock Options will vest each anniversary of December 19, 1997. The other terms and conditions of the Stock Options will be set forth ’s stock option plans or in the 1998 Plan. Notwithstanding the foregoing, in the event that prior to December 17, 1999, any stock option agreement between the Company announces and the Executive, upon a Change of Control, Control all stock options then upon consummation of held by the Executive shall vest immediately prior to such Change of Control, the Executive shall be entitled to elect to receive in lieu of the exercise of any of the Stock Options which are required to be granted to the Executive in accordance with this Section 5.1 a lump sum payment upon such Change of Control in an amount equal to (i) the difference between (x) the average of the closing price of the Common Stock reported on the Nasdaq National Market for the five trading days immediately preceding the Change of Control and (y) $15.25, multiplied by (ii) the number of shares of Common Stock subject to the Stock Options.