Stock Options and Other Equity Compensation Clause Samples

Stock Options and Other Equity Compensation. Beginning in calendar year 2004, Executive shall receive in each calendar year an award of stock options or other equity-based compensation under the Company's 2004 Stock Option Plan, or any successor thereto (the "Plan") in an amount equal to 90% of his Base Salary (the "Guaranteed Equity-Based Award"). In addition, but only for calendar year 2004, Executive shall receive an award of 324,000 shares of restricted stock (the "2004 Additional Equity-Based Award"). Beginning in calendar year 2005, if Executive meets the goals, terms and conditions to receive a Cash Bonus, he shall receive an additional award of stock options or other equity-based awards for such calendar year under the Plan in an amount equal to 90% of the Cash Bonus. On the date the Plan is effective and approved by shareholders of the Company, or as soon as possible thereafter, the Company shall grant Executive 1,000,000 shares of Company common stock as restricted stock under the Plan (the "Restricted Stock Grant") which shall vest as to 33.3% of such shares one year from date of grant and an additional 33.3% of such shares two years from date of grant, and Executive shall be 100% vested in such shares three years from the date of grant. The Restricted Stock Grant shall be subject to the terms and conditions of the Plan and the agreement for the Restricted Stock Grant. 360,000 shares of the Restricted Stock Grant shall be deemed Executive's 2004 Guaranteed Equity-Based Award (valued at $360,000 for purposes of this Agreement), 324,000 shares of the Restricted Stock Grant shall be deemed Executive's 2004 Additional Equity-Based Award (valued at $324,000 for purposes of this agreement), and the remaining 316,000 shares (valued at $316,000 for purposes of this Agreement) shall be deemed a prepayment of Executive's 2005 Guaranteed Equity-Based Award. This prepaid amount shall be subtracted from the Executive's 2005 Guaranteed Equity-Based Award calculated as described in the first paragraph of this Section 6.

Stock Options and Other Equity Compensation. The parties hereby acknowledge and agree that the Company may in its discretion grant Executive equity-based compensation awards from time to time. Equity-based awards granted to Executive shall be subject to accelerated vesting as follows: (i) Performance stock awards granted prior to December 18, 2008, stock options and stock appreciation rights shall vest in full upon a Change in Control, Executive’s termination of employment without Cause, for Good Reason, Disability or death; and (ii) Equity-based incentive awards granted on or after December 18, 2008 that are structured to qualify as “performance-based compensation” (as described in Section 162(m)(4)(C) of the Code) (other than stock options and stock appreciation rights, which shall be subject to accelerated vesting in accordance with Section 8(a)(i) above) shall vest in full upon a Change in Control.

Stock Options and Other Equity Compensation. Executive shall be entitled to receive annual equity compensation grants commensurate with the equity compensation grants received by other executive officers of the Company, as determined by the Compensation Committee from time to time; provided, however, nothing contained herein shall guarantee a grant or the level of grant. All such grants are in the discretion of the Compensation Committee based on performance. All grants made by the Compensation Committee shall vest in full upon a Change in Control, Executive's termination of employment without Cause, for Good Reason, Disability or death. In addition, upon the Company's nonrenewal of this Agreement, if any shares of restricted stock have been granted to Executive and remain restricted, a certain number of outstanding shares of such restricted stock shall be deemed to have vested as of the last day of Executive's employment with the Company, the exact number of restricted shares which shall be deemed vested to be determined by multiplying the number of restricted shares granted to Executive by a fraction, the numerator of which shall be the number of days that have elapsed since the date of grant and the denominator of which shall be the total number of days in the restricted period as stated in the original grant.

Stock Options and Other Equity Compensation. Subject to the accelerated vesting provisions of Section 4(b) below, Executive’s options and other equity compensation awards shall be governed by the provisions of the applicable award agreements by and between Executive and the Company (the “Equity Compensation Agreements”). The vesting and exercisability of such options and any other awards shall continue during the Full-Time Employment Term and the Part-Time Employment Term, in each case subject to Executive’s continued employment with the Company through the applicable vesting dates.

Stock Options and Other Equity Compensation. Executive shall be eligible to participate and receive on a calendar year basis awards of stock options or other equity-based compensation during the Term pursuant to the Company’s 2004 Stock Option Plan or any successor thereto (the “Plan”). If Executive meets the target goals and conditions to receive the Cash Target Bonus equal to 90% of his Base Salary under the terms of the incentive plan or program of the Company, as determined by the Board or Compensation Committee in its sole discretion for the calendar year, the amount of the stock options or other equity-based awards for such calendar year under the Plan shall be an amount equal to 90% of the Executive’s Base Salary plus 90% of the Cash Target Bonus subject to in the Plan and the applicable award agreements. Notwithstanding the foregoing, for the calendar year 2004 the award to Executive under this paragraph shall be exclusively that portion of the Restricted Stock Grant as described below. On the date the Plan is effective and approved by shareholders of the Company, or as soon as possible thereafter, the Company shall grant Executive 1,000,000 shares of Company common stock as restricted stock under the Plan (the “Restricted Stock Grant”) which shall vest as to 33.3% of such shares one year from date of grant and an additional 33.3% of such shares two years from date of grant, and Executive shall be 100% vested in such shares three years from the date of grant. The Restricted Stock Grant shall be subject to the terms and conditions of the Plan and agreement for the Restricted Stock Grant. The Restricted Stock Grant shall be deemed a prepayment of the amount of the 2004 and 2005 calendar year stock option and equity-based compensation awards under the Plan pursuant to the first paragraph of Section 6 of this Agreement. For the purposes of this paragraph, the 2004 award under the first paragraph of this Section 6 shall be deemed to be 90% of Executive’s Base Salary and 90% of the Cash Target Bonus, which amount shall be $684,000. The Restricted Stock Grant shall initially be allocated to the $684,000 2004 award described in the immediately preceding sentence and the remaining portion of the Restricted Stock grant shall be considered a prepayment of the 2005 award under the first paragraph of this Section 6; for example because the amount of the 2004 award (under the first paragraph hereof) based upon 90% of Base Salary and 90% of Cash Target Bonus is $684,000, then the amount of the Restricted St...

Stock Options and Other Equity Compensation. As of his Last Day Worked, all of Covered Executive’s ▇▇▇▇▇ stock options and other equity compensation will become fully vested other than (i) the Career Restricted Stock Unit Awards granted to Covered Executive on March 1, 2007 (the “Career RSU Awards”), and (ii) the Performance Restricted Stock Units granted to Covered Executive on March 1, 2007 (the “Performance RSU Awards”), each of which shall become vested and/or be forfeited to the extent provided below. The outstanding restricted stock units granted to Covered Executive on March 1, 2007 (other than the Career RSU Awards and Performance RSU Awards) and on February 22, 2006 shall be deemed fully vested as of the Last Day Worked as provided in the ESP and shall be settled in shares of ▇▇▇▇▇ common stock (less a number of shares with a value equal to any required tax withholdings) on September 12, 2008. The Career RSU Awards shall be vested as to 75,000 shares as of the date of this Agreement, with the settlement thereof to occur in shares of ▇▇▇▇▇ common stock (net of a number of shares with a value equal to any required tax withholdings) on the first business day in January 2009, and the remainder of the Career RSU Awards shall be forfeited as of the date of this Agreement. The Performance RSU Awards shall remain outstanding for the entirety of the performance period applicable thereto and, at the end of such performance period, shall vest and/or be forfeited based on the applicable performance goals as if Covered Executive had remained continuously employed by ▇▇▇▇▇ through the date of such settlement and/or forfeiture. Covered Executive’s ▇▇▇▇▇ stock options shall be exercisable until the last day of the Severance Period. As provided in the ESP, Covered Executive will not be entitled to any new equity-based compensation following the Last Day Worked. ▇▇▇▇▇ acknowledges that its obligations to Covered Executive with respect to the foregoing equity awards survive the Last Day Worked.

Stock Options and Other Equity Compensation