Common use of Inducement Awards Clause in Contracts

Inducement Awards. In consideration of Employee entering into this Agreement, and as a material inducement to Employee’s acceptance of employment with the Company and execution of this Agreement, within a reasonable time after the Effective Date, Employee shall be granted (i) a one-time LTIP Unit award subject to time-based vesting (the “Initial Award”) and (ii) a one-time award of LTIP Units subject to performance-based vesting (the “Retention Award” and together with the Initial Award, the “Inducement Awards”). The Inducement Awards are intended to qualify as employment inducement awards under Section 303A.08 of the New York Stock Exchange Listed Company Manual and any other applicable rules or guidance of the New York Stock Exchange, and, accordingly, shall be granted outside of, and not pursuant to, the LTIP or any other shareholder-approved equity compensation plan of XRN. For the avoidance of doubt, the LTIP Units subject to the Inducement Awards shall not be counted against, or otherwise reduce, the number of shares or other securities available for issuance under the LTIP or any other omnibus equity incentive plan or shareholder-approved equity compensation plan maintained by XRN or the Company. The grant of the Inducement Awards shall be subject to approval by the Compensation Committee or a majority of the independent directors of XRN, as applicable, and the Company shall make any public disclosure regarding the Inducement Awards required by the rules of the New York Stock Exchange. Except as set forth below, all terms and conditions of the Inducement Awards shall be governed by the terms and conditions of the applicable award agreement. (i) The Initial Award shall consist of a number of LTIP Units equal to $275,000 divided by the average closing price of XRN’s common stock as reported on the New York Stock Exchange for the 15 trading days immediately preceding the date of grant and shall be evidenced by an award agreement that sets forth the terms and conditions of the Initial Award. The Initial Award shall be subject to forfeiture restrictions that will lapse in substantially equal one-third increments on each of the first, second and third anniversaries of the date of grant, subject to Employee’s continued employment through each applicable vesting date. (ii) The Retention Award shall consist of a number of LTIP Units and be subject to certain performance goals and forfeiture restrictions, in each case, as determined by the Compensation Committee in its sole discretion, and shall be evidenced by an award agreement that sets forth the terms and conditions of the Retention Award.

Inducement Awards. In consideration of Employee entering into this Agreement(i) The Board or the Committee shall, and as a material inducement to Employee’s acceptance of employment in accordance with the Company and execution form of this Agreementaward attached hereto as Exhibit A, within a reasonable time after award Executive as of the Effective Date such number of restricted stock units (the "INDUCEMENT RSUS") as equals the quotient of (A) $300,000 divided by (B) the Fair Market Value (as defined under the Company's 2001 Long-Term Performance Incentive Plan (the "Plan")) of one share of Common Stock on the Effective Date, Employee shall be granted (i) a one-time LTIP Unit award subject to time-based vesting (the “Initial Award”) and (ii) a one-time award of LTIP Units subject to performance-based vesting (the “Retention Award” and together in accordance with the Initial Award, the “Inducement Awards”). form of award attached hereto as Exhibit A. The Inducement Awards are intended to qualify as employment inducement awards under Section 303A.08 RSUs shall vest in full on the fifth anniversary of the New York Stock Exchange Listed Effective Date, provided that Executive has been continuously employed by the Company Manual and any other applicable rules or guidance of the New York Stock Exchange, and, accordingly, shall be granted outside of, and not pursuant to, the LTIP or any other shareholder-approved equity compensation plan of XRN. For the avoidance of doubt, the LTIP Units subject to through such date for the Inducement Awards shall not be counted againstRSUs to so vest, or except as otherwise reduce, provided hereunder and in the number of shares or other securities available for issuance under the LTIP or any other omnibus equity incentive plan or shareholder-approved equity compensation plan maintained by XRN or the Company. The grant of the Inducement Awards shall be subject to approval by the Compensation Committee or a majority of the independent directors of XRN, as applicable, and the Company shall make any public disclosure regarding the Inducement Awards required by the rules of the New York Stock Exchange. Except as set forth below, all terms and conditions of the Inducement Awards shall be governed by the terms and conditions of the applicable award agreement. (iii) The Initial Award shall consist Board or the Committee shall, in accordance with the form of a award attached hereto as Exhibit B, award Executive as of the Effective Date such number of LTIP Units stock appreciation rights settled in shares of the Company's Common Stock (the "INDUCEMENT SSARS") as equals the quotient of (A) $500,000 divided by (B) the Black-Scholes value (or other valuation method) of one (1) share of Common Stock on the Effective Date as determined by the Committee or the Board for the valuation of SSAR grants to other senior executives during the 2006 fiscal year. The Inducement SSARs will be granted with an exercise price equal to $275,000 divided by the average closing price Fair Market Value of XRN’s common stock as reported one (1) share of Common Stock on the New York Stock Exchange for the 15 trading days immediately preceding the date of grant and shall be evidenced by an award agreement that sets forth the terms and conditions of the Initial AwardEffective Date. The Initial Award Inducement SSARs shall be subject to forfeiture restrictions that will lapse vest and become exercisable in substantially three (3) equal one-third increments installments on each of the first, second and third anniversaries of the date of grantEffective Date, subject to Employee’s continued employment provided that Executive has been continuously employed by the Company through each applicable such vesting datedate for such installment to so vest, except as otherwise provided hereunder and in the award agreement. (iiiii) The Retention Award Board or the Committee shall consist award Executive as of a the Effective Date such number of LTIP Units and be subject to certain performance goals and forfeiture restrictionsshare units ("INDUCEMENT PSUS") as equals the quotient of (A) $500,000 divided by (B) the Fair Market Value of one share of Common Stock on the Effective Date, in each caseaccordance with the form of award attached hereto as Exhibit C. Each Inducement PSU represents the right to receive between zero and one and one-half (1.5) restricted stock units, as determined by depending on attainment of Company performance objectives during calendar year 2006. Each such restricted stock unit represents the Compensation Committee in its sole discretionright to receive one share of Common Stock, and shall be evidenced by an vest as provided hereunder and in the award agreement that sets forth the terms and conditions of the Retention Awardagreement.

Inducement Awards. In consideration of Employee entering into this Agreement, and as a material inducement to Employee’s acceptance of employment with the Company and execution of this Agreement, within a reasonable time after the Effective Date, Employee shall be granted (i) a one-time LTIP Unit award subject to time-based vesting (the “Initial Award”) and (ii) a one-time award of LTIP Units subject to performance-based vesting (the “Retention Award” and together with the Initial Award, the “Inducement Awards”). The Inducement Awards are intended to qualify as employment inducement awards under Section 303A.08 of the New York Stock Exchange Listed Company Manual and any other applicable rules or guidance of the New York Stock Exchange, and, accordingly, shall be granted outside of, and not pursuant to, the LTIP or any other shareholder-approved equity compensation plan of XRN. For the avoidance of doubt, the LTIP Units subject to the Inducement Awards shall not be counted against, or otherwise reduce, the number of shares or other securities available for issuance under the LTIP or any other omnibus equity incentive plan or shareholder-approved equity compensation plan maintained by XRN or the Company. The grant of the Inducement Awards shall be subject to approval by the Compensation Committee or a majority of the independent directors of XRN, as applicable, and the Company shall make any public disclosure regarding the Inducement Awards required by the rules of the New York Stock Exchange. Except as set forth below, all terms and conditions of the Inducement Awards shall be governed by the terms and conditions of the applicable award agreement. (i) The Initial Award shall consist of a number of LTIP Units equal to $275,000 350,000 divided by the average closing price of XRN’s common stock as reported on the New York Stock Exchange for the 15 trading days immediately preceding the date of grant and shall be evidenced by an award agreement that sets forth the terms and conditions of the Initial Award. The Initial Award shall be subject to forfeiture restrictions that will lapse in substantially equal one-third increments on each of the first, second and third anniversaries of the date of grant, subject to Employee’s continued employment through each applicable vesting date. (ii) The Retention Award shall consist of a number of LTIP Units and be subject to certain performance goals and forfeiture restrictions, in each case, as determined by the Compensation Committee in its sole discretion, and shall be evidenced by an award agreement that sets forth the terms and conditions of the Retention Award.