Common use of Initial Grant Clause in Contracts

Initial Grant. As incentive to enter into and undertake employment pursuant to this Agreement, the Company shall grant to Executive on the Effective Date a non-qualified stock option to purchase 175,000 shares of common stock of the Company (the "Option") under the Company's Equity Incentive Plan, effective January 23, 2014 (the "Plan") at an exercise price equal to the fair market value of the Company's common stock on the grant date. The Option shall vest one-third upon the first anniversary of the Effective Date, one-third upon the second anniversary of the Effective Date and one-third upon the third anniversary of the Effective Date, provided the Executive remains employed with the Company on the applicable vesting date and further provided that, in the event of a Change in Control, as defined in the Plan, while Executive is employed by the Company any unvested portion of the Option shall vest immediately upon the Change in Control. [Notwithstanding the foregoing in no event may (i) Executive exercise 87,500 shares with respect to the Option (the " Unapproved Portion" ) prior to the Company receiving shareholder approval of an increase in the number of shares of common stock authorized under the Plan (or adoption of a new plan covering the Unapproved Portion) which amendment to the Plan or adoption of a new plan shall include provision for the issuance of shares of common stock underlying the Unapproved Portion; and (ii) if shareholder approval is not obtained for any reason on or prior to December 1, 2017, the Unapproved Portion shall be cancelled (from the unvested portion of the Option) and of no further force and effect.] The Option shall be evidenced in writing by, and subject to the terms and conditions of, the Plan and, except as otherwise set forth herein, the Company's standard form of stock option agreement, which agreement shall expire ten (10) years from the date of grant except as otherwise provided herein, in the stock option agreement or the Plan.

Initial Grant. As incentive to enter into and undertake employment pursuant to this AgreementOn the Effective Date, the Company shall cause the Board or a committee thereof to grant to Executive on the Effective Date (x) a non-qualified stock option to purchase 175,000 650,000 shares of common stock of the Company Company, at an exercise price per share equal to fair market value per share as of the date of grant (the "Performance Option"), (y) under an additional non-qualified option to purchase 650,000 shares of common stock of the Company's Equity Incentive Plan, effective January 23, 2014 (the "Plan") at an exercise price equal to $1.50 per share (the "Service Option"), and (z) an additional non-qualified option to purchase 1,000,000 shares of common stock of the Company, at an exercise price equal to fair market value as of the date of grant (the "Cliff Option" and together with the Service Option and the Performance Option, referred herein as the "Options").The Cliff Option and the Performance Option shall be governed by the Company's common 2001 Equity Incentive Plan, as it may be amended from time to time (the "2001 Equity Plan"), subject to the approval of the 2001 Equity Plan by the shareholders of the Company at the next annual shareholders' meeting, and shall be evidenced by separate stock option agreements executed by the Company and Executive (the "2001 Plan Stock Option Agreements"), and the Service Option shall be governed by the stock option agreement executed by the Company and Executive (the "Non-Plan Stock Option Agreement" and together with the 2001 Plan Stock Option Agreements, the "Stock Option Agreements"), which shall contain terms consistent with this Section 2(d)(i) and terms and condition that are substantially similar to the terms and conditions contained in the 2001 Equity Plan. The Stock Option Agreements shall provide, among other things, for the following: (A) the Service Option shall become exercisable in four equal annual installments on each of the first, second, third and fourth anniversaries of the Commencement Date, provided that, except as provided in Section 4(f)(i) hereof, Executive remains continuously employed by the Company through each such date; (B) Notwithstanding the foregoing, to the extent that the exercise of any portion of the Service Option would result in the Company losing its deduction under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor thereto, such Service Option shall not be exercisable until the earlier of the date the Company will receive its deduction under Section 162(m) of the Code and the date that is nine years from the applicable grant date. The . (C) except as otherwise provided in Section 4(f)(i) hereof, the Performance Option shall vest one-third upon on the first seventh anniversary of the Effective DateCommencement Date if Executive is actively employed by the Company on such anniversary; provided, one-third however, that the vesting of the Performance Options, or any portion thereof, may be accelerated based upon the second anniversary achievement of financial and operating objectives that were established by the Effective Date and one-third upon the third anniversary of the Effective DateCompany prior to February 28, 2002, provided the Executive remains is actively employed with the Company on the applicable vesting date and further provided that, in of such acceleration; (D) the event Cliff Option shall vest on the fourth anniversary of a Change in Control, as defined in the Plan, while Commencement Date if Executive is remains continuously employed by the Company any unvested portion of through such anniversary date; (E) the Option shall vest immediately upon the Change in Control. [Notwithstanding the foregoing in no event may (i) Executive exercise 87,500 shares with respect to the Option (the " Unapproved Portion" ) prior to the Company receiving shareholder approval of an increase in the number of shares of common stock authorized under the Plan (or adoption of a new plan covering the Unapproved Portion) which amendment to the Plan or adoption of a new plan shall include provision for the issuance of shares of common stock underlying the Unapproved Portion; and (ii) if shareholder approval is not obtained for any reason on or prior to December 1, 2017, the Unapproved Portion shall be cancelled (from the unvested portion of the Option) and of no further force and effect.] The Option shall be evidenced in writing by, and subject to the terms and conditions of, the Plan and, except as otherwise set forth herein, the Company's standard form of stock option agreement, which agreement Options shall expire ten (10) years from on the tenth anniversary of the date of grant except grant, provided that such Options shall be subject to earlier expiration upon termination of employment in accordance with the Stock Option Agreements; (F) the Cliff Option and the Performance Option shall not become exercisable unless and until the 2001 Equity Plan is approved by the shareholders of the Company; and (G) upon Executive's termination of employment other than a termination by the Company for Cause, Executive shall have at least ninety (90) days after the Date of Termination (as otherwise provided herein, in hereinafter defined) to exercise any or all of the stock option agreement or Options that have become vested as of the PlanDate of Termination.

Initial Grant. As incentive to enter into and undertake employment pursuant to soon as reasonably practicable after the date of this Agreement, the Company shall cause the Board or a committee thereof to grant to Executive on the Effective Date a non-qualified stock option to purchase 175,000 100,000 shares of common stock of the Company Company, at an exercise price per share equal to fair market value per share as of the date of grant, (the "Initial Performance Option") under and an additional non-qualified option to purchase 100,000 shares of common stock of the Company's Equity Incentive Plan, effective January 23, 2014 (the "Plan") at an exercise price equal to $1.50 per share (the fair market value "Initial Service Option" and together with the Initial Performance Option, referred to herein as the "Initial Options"). The terms and conditions of the Initial Options shall be governed by the Company's common 1995 Equity Incentive Plan, as it may be amended from time to time (the "1995 Plan"), and shall be evidenced by a separate stock option agreement executed by the Company and Executive (the "Initial Stock Option Agreement") which hall contain terms consistent with this Section 2(c)(i) and other customary terms. The Initial Stock Option Agreement shall provide, among other things, for the following: (A) the Initial Service Option shall become exercisable in four equal annual installments on each of the first, second, third and fourth anniversaries of the Commencement Date, provided that Executive remains continuously employed by the Company through each such date; (B) Notwithstanding the foregoing, to the extent that the exercise of any portion of the Initial Service Option would result in the Company losing its deduction under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor thereto, such Initial Service Option shall not be exercisable until the earlier of the date the Company will receive its deduction under Section 162(m) of the Code and the date that is nine years and ten months from the applicable grant date. The . (C) the Initial Performance Option shall vest one-third upon on the first seventh anniversary of the Effective DateCommencement Date if Executive is actively employed by the Company on such anniversary; provided, one-third however, that the vesting of the Initial Performance Options, or any portion thereof, may be accelerated based upon the second anniversary achievement of financial and operating objectives that will be established by the Effective Date and one-third upon the third anniversary of the Effective DateCompany prior to February 28, 2002, provided the Executive remains is actively employed with the Company on the applicable vesting date and further of such acceleration; (D) the Initial Options shall expire on the tenth anniversary of the date of grant, provided that, that such Initial Options shall be subject to earlier expiration upon termination of employment in accordance with the event Initial Stock Option Agreement; and (E) upon Executive's termination of employment other than a Change in Control, as defined in the Plan, while Executive is employed termination by the Company for Cause, Executive shall have at least ninety (90) days after the Date of Termination (as hereinafter defined) to exercise any unvested portion or all of the Option shall vest immediately upon the Change in Control. [Notwithstanding the foregoing in no event may (i) Executive exercise 87,500 shares with respect to the Option (the " Unapproved Portion" ) prior to the Company receiving shareholder approval of an increase in the number of shares of common stock authorized under the Plan (or adoption of a new plan covering the Unapproved Portion) which amendment to the Plan or adoption of a new plan shall include provision for the issuance of shares of common stock underlying the Unapproved Portion; and (ii) if shareholder approval is not obtained for any reason on or prior to December 1, 2017, the Unapproved Portion shall be cancelled (from the unvested portion Initial Options that have become vested as of the Option) and Date of no further force and effectTermination.] The Option shall be evidenced in writing by, and subject to the terms and conditions of, the Plan and, except as otherwise set forth herein, the Company's standard form of stock option agreement, which agreement shall expire ten (10) years from the date of grant except as otherwise provided herein, in the stock option agreement or the Plan.

Initial Grant. As incentive to enter into and undertake employment pursuant to this AgreementEffective on July 6, 2006, the Company shall grant Executive three (3) awards of nonstatutory stock options (collectively, the “Options”) to Executive purchase a total of 2,650,000 shares of the Company’s Class A Common Stock (“Company Common Stock”) to the maximum extent possible pursuant to the LeapFrog Enterprises, Inc. 2002 Equity Incentive Plan as in effect on the Effective Date a non-qualified stock (the “Plan”). The first option (the “First Option”) shall be an option to purchase 175,000 1,200,000 shares of common stock of the Company (the "Option") under the Company's Equity Incentive Plan, effective January 23, 2014 (the "Plan") Common Stock at an a per-share exercise price equal to the fair market value Fair Market Value (as defined under the Plan) of a share of Company Common Stock applicable to an option granted on the effective grant date of the Company's common stock on the grant dateFirst Option. The Option second option (the “Second Option”) shall be an option to purchase 950,000 shares of Company Common Stock at an exercise price of $13.33 per share. The third option (the “Third Option”) shall be an option to purchase 500,000 shares of Company Common Stock at an exercise price of $16.67 per share. Each of the Options shall vest oneover a four (4) year period with twenty-third upon the first anniversary five percent (25%) of the Effective Date, one-third upon the second anniversary shares subject to each of the Effective Date Options vesting upon Executive’s completion of one (1) year of continuous employment service, and one-third upon the third anniversary forty-eighth (1/48) of the Effective Dateshares vesting for each month of Executive’s continuous employment service thereafter. The Options shall have a ten (10) year term (the “Option Term”), provided the Executive remains employed with the Company on the applicable vesting date and further provided that, will be subject to all terms and conditions set forth in the event Plan and in a stock option grant notice and stock option agreement substantially in the forms attached hereto as Exhibit A. Notwithstanding the foregoing, to the extent that the terms of a Change in Control, as defined in the Plan restrict the Company’s authority to grant all of the Options under the Plan, while Executive is employed by the Company any unvested shall (i) grant all of the First Option and a portion of the Second Option shall vest immediately upon the Change in Control. [Notwithstanding the foregoing in no event may (i) Executive exercise 87,500 covering 800,000 shares with respect to the Option (the " Unapproved Portion" ) prior to the Company receiving shareholder approval of an increase in the number of shares of common stock authorized under the Plan (or adoption of a new plan covering the Unapproved Portion) which amendment to the Plan or adoption of a new plan shall include provision for the issuance of shares of common stock underlying the Unapproved Portion; and (ii) if shareholder approval is not obtained for any reason on or prior to December 1, 2017, grant the Unapproved Portion shall be cancelled (from the unvested portion balance of the Option) Second Option and all of no further force the Third Option as an inducement grant outside the Plan, but otherwise governed by terms substantially similar to those of the Plan and effect.] The Option shall be evidenced in writing by, and subject to by the terms and conditions of, the Plan and, except as otherwise set forth herein, the Company's standard form of stock option agreement, which agreement shall expire ten (10) years from the date of grant except as otherwise provided herein, in the stock option agreement or the Planhereof.

Initial Grant. As incentive to enter into and undertake employment pursuant to soon as reasonably practicable after the date of this Agreement, the Company shall cause the Board or a committee thereof to grant to Executive on the Effective Date a non-qualified stock option to purchase 175,000 25,000 shares of common stock of the Company, at an exercise price per share equal to "fair market value" per share as of the date of grant (the "Initial Performance Option") and an additional non-qualified option to purchase 25,000 shares of common stock of the Company (the "Option") under the Company's Equity Incentive Plan, effective January 23, 2014 (the "Plan") at an exercise price equal to $1.50 per share (the fair market value "Initial Service Option" and together with the Initial Performance Option, referred to herein as the "Initial Options"). The terms and conditions of the Initial Options shall be governed by the Company's common 1995 Equity Incentive Plan, as it may be amended from time to time (the "1995 Plan"), and shall be evidenced by a separate stock option agreement executed by the Company and Executive (the "Initial Stock Option Agreement") which s ll contain terms consistent with this Section 2(c)(i) and other customary terms. The Initial Stock Option Agreement shall provide, among other things, for the following: (A) The Initial Service Option shall become exercisable on the Normal Expiration Date, provided that Executive remains continuously employed by the Company through such date; (B) Notwithstanding the foregoing, to the extent that the exercise of any portion of the Initial Service Option would result in the Company losing its deduction under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor thereto, such Initial Service Option shall not be exercisable until the earlier of the date the Company will receive its deduction under Section 162(m) of the Code and the date that is nine years and ten months from the applicable grant date. ; (C) The Initial Performance Option shall vest one-third upon on the first seventh anniversary of the Effective DateCommencement Date if Executive is actively employed by the Company on such anniversary; provided, one-third however, that the vesting of the Initial Performance Option, or any portion thereof, may be accelerated based upon the second anniversary achievement of financial and operating objectives that will be established by the Effective Date and one-third upon the third anniversary of the Effective DateCompany prior to February 28, 2002, provided the Executive remains is actively employed with the Company on the applicable vesting date as of which the financial and further operating objectives are achieved; (D) The Initial Options shall expire on the tenth anniversary of the date of grant, provided that, that such Initial Options shall be subject to earlier expiration upon termination of employment in accordance with the event Initial Stock Option Agreement; and (E) Upon Executive's termination of employment other than a Change in Control, as defined in the Plan, while Executive is employed termination by the Company for Cause, Executive shall have at least ninety (90) days after the Date of Termination (as hereinafter defined) to exercise any unvested portion or all of the Option shall vest immediately upon the Change in Control. [Notwithstanding the foregoing in no event may (i) Executive exercise 87,500 shares with respect to the Option (the " Unapproved Portion" ) prior to the Company receiving shareholder approval of an increase in the number of shares of common stock authorized under the Plan (or adoption of a new plan covering the Unapproved Portion) which amendment to the Plan or adoption of a new plan shall include provision for the issuance of shares of common stock underlying the Unapproved Portion; and (ii) if shareholder approval is not obtained for any reason on or prior to December 1, 2017, the Unapproved Portion shall be cancelled (from the unvested portion Initial Options that have become vested as of the Option) and Date of no further force and effectTermination.] The Option shall be evidenced in writing by, and subject to the terms and conditions of, the Plan and, except as otherwise set forth herein, the Company's standard form of stock option agreement, which agreement shall expire ten (10) years from the date of grant except as otherwise provided herein, in the stock option agreement or the Plan.

Initial Grant. As incentive On the Commencement Date, in consideration of the Executive’s entering into this Agreement and as an inducement to enter into and undertake employment pursuant to this Agreementjoin the Company, the Company Executive shall grant be granted, under the Dynegy Inc. 2012 Long Term Incentive Plan, as amended or modified from time to Executive time (the “LTIP”) an award in the amount of $2,200,000 to be converted on the Effective Commencement Date in the following percentages: (A) 50% as Restricted Stock Units (“RSU”); (B) 25% in the form of a non-qualified stock option to purchase 175,000 shares of Dynegy’s common stock (the “Option”); and (C) 25% in the form of a performance-based stock award. The number of shares granted for the Option shall be determined by dividing 25% of $2,200,000 by the Black-Scholes value of Dynegy’s common stock as of the Company (Commencement Date, and the "Option") under the Company's Equity Incentive Plan, effective January 23, 2014 (the "Plan") at an exercise price equal to for the Option will be the fair market value of the Company's common stock on the grant date. The Option shall vest one-third upon the first anniversary of the Effective Date, one-third upon the second anniversary of the Effective Date and one-third upon the third anniversary of the Effective Date, provided the Executive remains employed with the Company on the applicable vesting date and further provided that, in the event of a Change in Control, (as defined in the Plan, while Executive is employed LTIP) of Dynegy’s common stock as of the Commencement Date. The number of shares granted for the RSU will be determined as of the Commencement Date by dividing 50% of $2,200,000 by the fair market value (as defined in the LTIP) of Dynegy’s common stock on that date. The number of shares or units granted and the performance criteria for the performance-based award constituting the remaining 25% of the Initial Grant will be determined by the Compensation Committee of the Board and will be made at the same time (or, if later, on the Commencement Date) and in the same form as received by employees at Vice-President and above as part of the 2013 Long-Term Incentive grant. Each award shall be governed by the LTIP’s terms and the terms of a separate stock option award agreement, restricted stock unit award agreement and performance award agreement between the Executive and the Company any unvested portion of and/or Dynegy. Provided the Executive remains in active working status at such time, the Option and RSU shall become vested, and the Option shall vest immediately upon become exercisable, in equal installments on the 2014, 2015, and 2016 anniversaries of the Commencement Date and the Performance Award shall become vested in full at the end of the three year performance period; provided, however, that if a Change in Control. [Notwithstanding Control (as defined in the foregoing Dynegy Inc. Executive Change in no event may Control Severance Plan (ithe “Change in Control Plan”)) occurs or if the Executive exercise 87,500 shares with respect to has an Involuntary Termination (as defined in the Dynegy Inc. Executive Severance Pay Plan (the “Severance Plan”), the Option (and RSU shall immediately vest in full, and the " Unapproved Portion" ) prior to Option shall thereafter be exercisable in accordance with the Company receiving shareholder approval of an increase in the number of shares of common stock authorized under the Plan (or adoption of a new plan covering the Unapproved Portion) which amendment to the Plan or adoption of a new plan shall include provision for the issuance of shares of common stock underlying the Unapproved Portion; and (ii) if shareholder approval is not obtained for any reason on or prior to December 1, 2017, the Unapproved Portion shall be cancelled (from the unvested portion terms of the Option) and of no further force and effectapplicable award agreement.] The Option shall be evidenced in writing by, and subject to the terms and conditions of, the Plan and, except as otherwise set forth herein, the Company's standard form of stock option agreement, which agreement shall expire ten (10) years from the date of grant except as otherwise provided herein, in the stock option agreement or the Plan.