Common use of RESTRICTED STOCK INCENTIVE PLAN Clause in Contracts

RESTRICTED STOCK INCENTIVE PLAN. Pursuant to and subject to the ------------------------------- provisions of the Newco Incentive Bonus Plan and the award agreements issued thereunder, upon the adoption of a Restricted Stock Incentive Plan by the Company (the "Restricted Stock Plan"), which may be included in and adopted as part of the Newco Incentive Bonus Plan, twenty-five percent (25%) of Executive's annual incentive compensation payable thereafter, including pursuant to Section 3.2, at the option of [Rider 3.4] the Company, will be paid in the form of restricted Company common stock. The restricted stock will be awarded at eighty percent (80%) of the average closing price of the common stock for the last ten consecutive trading days in the calendar year to which the bonus relates and shall vest 50% on each of the first and second anniversary of the award. The Executive may elect to exchange up to one-third of the restricted stock awarded under the Restricted Stock Plan for a non-qualified stock option to purchase three shares for each share of restricted stock awarded, at an exercise price per share equal to the average closing price of the common stock for the last ten consecutive trading days in the calendar year to which the bonus relates. Any such non-qualified stock option shall vest and be exercisable as to one- third of the total number of shares on each of the first three anniversaries of the grant date thereof, which shall be the same date on which the restricted exchange was made and will have a ten year life, with provisions for accelerated vesting upon change in control, death, disability, or retirement.

RESTRICTED STOCK INCENTIVE PLAN. Pursuant to and subject to the ------------------------------- provisions of the Newco Company's Management Incentive Bonus Plan and the award agreements issued thereunder, upon the adoption of a Restricted Stock Incentive Plan restricted stock incentive plan by the Company (the "Restricted Stock Plan"), which may be included in and adopted as part of the Newco Company's Management Incentive Bonus Plan, twenty-twenty- five percent (25%) of Executive's annual incentive compensation payable thereafter, including pursuant to Section 3.2, at the option of [Rider 3.4] the Company, will be paid in the form of restricted Company common stock. The restricted stock will be awarded at eighty percent (80%) of the average closing price of the common stock for the last ten consecutive trading days in the calendar year to which the bonus relates and shall vest 50% on each of the first and second anniversary of the award. The Executive may elect to exchange up to one-third of the restricted stock awarded under the Restricted Stock Plan for a non-qualified stock option to purchase three shares for each share of restricted stock awarded, at an exercise price per share equal to the average closing price of the common stock for the last ten consecutive trading days in the calendar year to which the bonus relates. Any such non-qualified stock option shall vest and be exercisable as to one- one-third of the total number of shares on each of the first three anniversaries of the grant date thereof, which shall be the same date on which the restricted exchange was made and will have a ten year life, with provisions for accelerated vesting upon change in control, death, disability, or retirement.

RESTRICTED STOCK INCENTIVE PLAN. Pursuant to and subject to the ------------------------------- provisions of the Newco Company's Management Incentive Bonus Plan and the award agreements issued thereunder, upon the adoption of a Restricted Stock Incentive Plan restricted stock incentive plan by the Company (the "Restricted Stock Plan"), which may be included in and adopted as part of the Newco Company's Management Incentive Bonus Plan, twenty-twenty- five percent (25%) of Executive's annual incentive compensation payable thereafter, including pursuant to Section 3.2, at the option of [Rider 3.4] Executive and the Company, will be paid in the form of restricted Company common stock. The restricted stock will be awarded at eighty percent (80%) of the average closing price of the common stock for the last ten consecutive trading days in the calendar year to which the bonus relates and shall vest 50% on each of the first and second anniversary of the award. The Executive may elect to exchange up to one-third of the restricted stock awarded under the Restricted Stock Plan for a non-qualified stock option to purchase three shares for each share of restricted stock awarded, at an exercise price per share equal to the average closing price of the common stock for the last ten consecutive trading days in the calendar year to which the bonus relates. Any such non-qualified stock option shall vest and be exercisable as to one- one-third of the total number of shares on each of the first three anniversaries of the grant date thereof, which shall be the same date on which the restricted exchange was made and will have a ten year life, with provisions for accelerated vesting upon change in control, death, disability, or retirement.