Common use of IN OPTIONS Clause in Contracts

IN OPTIONS. The Option becomes vested as to fifty percent (50%) of the shares purchasable pursuant to the Option upon the achievement of fifty percent (50 %) growth on 2011 Proforma Earnings Per Share (based on a trailing twelve month period) if the Optionee has been providing Services (as defined below) to the Company or any of its Affiliates or Service Providers continuously from the Grant Date. “Proforma Earnings Per Share” is net income before taxes and income from discontinued operations and does not include restructuring costs, acquisition-related adjustments, non-cash stock compensation expense or the amortization of intangible assets and is based on weighted average common and common equivalent Shares outstanding and also includes a normalized tax rate of 40%. The Option becomes vested as to the remaining fifty percent (50%) of the shares purchasable pursuant to the Option upon the achievement of fifty percent (50 %) growth on 2011 Proforma EBITDA (based on a trailing twelve month period) if the Optionee has been providing Services (as defined below) to the Company or any of its Affiliates or Service Providers continuously from the Grant Date. For purposes of this Stock Option Agreement, “Adjusted EBITDA” is defined as income before taxes, interest, depreciation and amortization of intangible assets, and does not include income from discontinued operations, restructuring costs, acquisition-related adjustments or non-cash compensation expense. However, the Board of Directors, acting on its own behalf or through its Compensation Committee to whom it has delegated the authority to administer the Plan, retains the right not to include the impact of certain events in the calculation of Proforma Earnings Per Share and/or Proforma EBITDA when, in the opinion of the Board of Directors or the Compensation Committee, the inclusion of this impact would not accurately reflect the operating performance of the Company. Service (“Service”) for this purpose includes service as an employee, director, advisor or consultant providing bona fide services to the Company or any of its Affiliates or Service Providers. For purposes of this Stock Option Agreement, termination of Service would not be deemed to occur if the Optionee, after terminating Service in one capacity, continues to provide Service to the Company or any of its Affiliates or Service Providers in another capacity. Termination of Service is sometimes also referred to herein as termination of employment or other relationship with the Company or any of its Affiliates or Service Providers.

IN OPTIONS. The Option becomes vested as to fifty percent (50%) of the shares purchasable pursuant to the Option upon the achievement of fifty percent (50 %) growth on 2011 Proforma Earnings Per Share (based on a trailing twelve month period) if the Optionee has been providing Services (as defined below) to the Company or any of its Affiliates or Service Providers continuously from the Grant Date. “Proforma Earnings Per Share” is net income before taxes and income from discontinued operations and does not include restructuring costs, acquisition-related adjustments, non-cash stock compensation expense or the amortization of intangible assets and is based on weighted average common and common equivalent Shares outstanding and also includes a normalized tax rate of 40%. The 40%.The Option becomes vested as to the remaining fifty percent (50%) of the shares purchasable pursuant to the Option upon the achievement of fifty percent (50 %) growth on 2011 Proforma EBITDA (based on a trailing twelve month period) if the Optionee has been providing Services (as defined below) to the Company or any of its Affiliates or Service Providers continuously from the Grant Date. For purposes of this Stock Option Agreement, “Adjusted EBITDA” is defined as income before taxes, interest, depreciation and amortization of intangible assets, and does not include income from discontinued operations, restructuring costs, acquisition-related adjustments or non-cash compensation expense. However, the Board of Directors, acting on its own behalf or through its Compensation Committee to whom it has delegated the authority to administer the Plan, retains the right not to include the impact of certain events in the calculation of Proforma Earnings Per Share and/or Proforma EBITDA when, in the opinion of the Board of Directors or the Compensation Committee, the inclusion of this impact would not accurately reflect the operating performance of the Company. Service (“Service”) for this purpose includes service as an employee, director, advisor or consultant providing bona fide services to the Company or any of its Affiliates or Service Providers. For purposes of this Stock Option Agreement, termination of Service would not be deemed to occur if the Optionee, after terminating Service in one capacity, continues to provide Service to the Company or any of its Affiliates or Service Providers in another capacity. Termination of Service is sometimes also referred to herein as termination of employment or other relationship with the Company or any of its Affiliates or Service Providers.