Common use of Sign-On Options Clause in Contracts

Sign-On Options. Promptly after the Effective Date, the Company shall grant to the Executive Chairman options to acquire 1,000,000 shares of Company common stock (the “Sign-on Options”), which shall be granted under, and subject to the terms and conditions of, the Company’s 2009 Long-Term Incentive Plan or a successor thereto (the “Company Stock Plan”). The Sign-on Options shall have an exercise price equal to the Fair Market Value (as defined in the Company Stock Plan) of a share of Company common stock on the date of grant and shall expire on the tenth anniversary of the date of grant. The Sign-on Options shall vest in full, subject to the Executive Chairman’s continued employment with the Company, on the third anniversary of the Effective Date; provided that the Sign-on Options shall become immediately and fully vested in the event the Company terminates the Executive Chairman’s employment other than for Cause (as defined below), the Executive Chairman’s employment is terminated by the Executive Chairman for Good Reason (as defined below) or the Executive Chairman’s employment is terminated due to his death or Disability (as defined below), in each case, pursuant to Section 5. Any Sign-on Options that become vested shall remain exercisable until their expiration date. Except as described above, the Sign-on Options shall be subject to the terms and conditions set forth in the Company’s customary award agreement; provided that such terms and conditions shall be substantially similar to the equivalent terms and conditions of stock options most recently granted to the Company CEO.