Common use of Annual Stock Option Award Clause in Contracts

Annual Stock Option Award. Subject to approval of the 2008 Long-Term Equity Compensation Plan (the “2008 Equity Award Plan”) by the Company’s stockholders, no later than June 30 of each fiscal year during the Employment Term, the Company shall grant Executive an Annual Stock Option Award to purchase shares of the common stock of the Company (“Annual Stock Options”), subject to the conditions set forth below and in accordance with the schedule set forth on Exhibit B, attached hereto and made a part hereof. Twenty percent (20%) of any Annual Stock Options granted hereunder shall vest on each successive yearly anniversary of the grant of the Annual Stock Options. In the event that the 2008 Equity Award Plan is approved after June 30 of the fiscal year in question, the Annual Stock Option Award for such year shall be granted as soon as practicable after such approval. (i) All Annual Stock Options shall be issued under, and in accordance with, the 2008 Equity Award Plan; to the extent the terms of any Annual Stock Options awarded pursuant to this Agreement conflict with the terms of the 2008 Equity Award Plan, the terms of the 2008 Equity Award Plan shall apply to the minimum extent necessary to eliminate the conflict. Any Annual Stock Options that have not yet vested shall be forfeited and redeemed by the Company, without any further action on the part of the Company or the Executive, if Executive is no longer employed by the Company for any reason, other than in connection with a termination as described in Sections 2.2(b), (c) or (d). Executive may not sell, transfer, hypothecate, pledge or assign any Annual Stock Options which have not vested. (ii) Upon the occurrence of any forfeiture of Annual Stock Options, Executive shall immediately take all actions necessary to permit the Company to redeem any forfeited Annual Stock Options. (iii) All Annual Stock Options which may be issuable hereunder shall be issued in reliance upon the following representations, warranties and agreements of Executive, each of which shall be true and correct as of the date of issuance and each of which shall survive the termination of this Agreement. (A) Executive acknowledges that the common stock underlying any Annual Stock Options will be required to be registered under the Securities Act pursuant to an effective registration statement subsequent to stockholder approval of the 2008 Equity Plan; (B) Executive acknowledges that once the common stock underlying any Annual Stock Options has been issued to Executive, the common stock may not be subsequently transferred or sold by Executive except in compliance with the registration requirements of federal and state securities law or exemptions therefrom; (C) Executive acknowledges that an investment in the Company’s common stock is subject to significant risk, including the risks described, from time to time, in the Company’s annual reports on Form 10-K. Executive represents and warrants that he has such knowledge and expertise in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company’s common stock and the ability to bear the economic risk of the investment; and (D) Executive represents and warrants that he has had the opportunity to ask questions of the Company concerning its business and to obtain any information which he considers necessary to verify the accuracy of or to amplify upon the Company’s disclosures and that all questions which have been asked have been answered by the Company to Executive’s satisfaction

Annual Stock Option Award. Subject to approval of the 2008 Long-Term Equity Compensation Plan (the “2008 Equity Award Plan”) by the Company’s stockholders, no No later than June 30 of each fiscal year during the Employment Term, the Company shall grant Executive an Annual Stock Option Award to purchase shares of the common stock of the Company IREC (“Annual Stock Options”), subject to the conditions set forth below and in accordance with the schedule set forth on Exhibit BC, attached hereto and made a part hereof. Twenty percent (20%) of any Annual Stock Options granted hereunder shall vest on each successive yearly anniversary of the grant of the Annual Stock Options. In the event that the 2008 Equity Award Plan is approved after June 30 of the fiscal year in question, the Annual Stock Option Award for such year shall be granted as soon as practicable after such approval. (i) All Annual Stock Options shall be issued under, and in accordance with, the 2008 2005 Equity Award Plan; to the extent the terms of any Annual Stock Options awarded pursuant to this Agreement conflict with the terms of the 2008 2005 Equity Award Plan, the terms of the 2008 2005 Equity Award Plan shall apply to the minimum extent necessary to eliminate the conflict. Any Annual Stock Options that have not yet vested shall be forfeited and redeemed by the Company, without any further action on the part of the Company or the Executive, if Executive is no longer employed by the Company for any reason, other than in connection with a termination as described in Sections 2.2(b), (c) or (d). Executive may not sell, transfer, hypothecate, pledge or assign any Annual Stock Options which have not vested. (ii) Upon the occurrence of any forfeiture of Annual Stock Options, Executive shall immediately take all actions necessary to permit the Company to redeem any forfeited Annual Stock Options. (iii) All Annual Stock Options which may be issuable hereunder shall be issued in reliance upon the following representations, warranties and agreements of Executive, each of which shall be true and correct as of the date of issuance and each of which shall survive the termination of this Agreement. (A) Executive acknowledges that the common stock underlying any Annual Stock Options will be required to be has been registered under the Securities Act pursuant to an effective registration statement subsequent to stockholder approval of the 2008 Equity Planon Form S-8 (file no. 333-128624); (B) Executive acknowledges that once the common stock underlying any Annual Stock Options has been issued to Executive, the common stock may not be subsequently transferred or sold by Executive except in compliance with the registration requirements of federal and state securities law or exemptions therefrom; (C) Executive acknowledges that an investment in the CompanyIREC’s common stock is subject to significant risk, including the risks described, from time to time, in the CompanyIREC’s annual reports on Form 10-K. Executive represents and warrants that he she has such knowledge and expertise in financial and business matters as to be capable of evaluating the merits and risks of an investment in the CompanyIREC’s common stock and the ability to bear the economic risk of the investment; and (D) Executive represents and warrants that he she has had the opportunity to ask questions of the Company concerning its business and to obtain any information which he she considers necessary to verify the accuracy of or to amplify upon the Company’s disclosures and that all questions which have been asked have been answered by the Company to Executive’s satisfaction.

Annual Stock Option Award. Subject to approval of the 2008 Long-Term Equity Compensation Plan (the “2008 Equity Award Plan”) by the Company’s stockholders, no No later than June 30 of each fiscal year during the Employment Term, the Company shall grant Executive an Annual Stock Option Award to purchase shares of the common stock of the Company (“Annual Stock Options”), subject to the conditions set forth below and in accordance with the schedule set forth on Exhibit BC, attached hereto and made a part hereof. Twenty percent (20%) of any Annual Stock Options granted hereunder shall vest on each successive yearly anniversary of the grant of the Annual Stock Options. In the event that the 2008 Equity Award Plan is approved after June 30 of the fiscal year in question, the Annual Stock Option Award for such year shall be granted as soon as practicable after such approval. (i) All Annual Stock Options shall be issued under, and in accordance with, the 2008 2005 Equity Award Plan; to the extent the terms of any Annual Stock Options awarded pursuant to this Agreement conflict with the terms of the 2008 2005 Equity Award Plan, the terms of the 2008 2005 Equity Award Plan shall apply to the minimum extent necessary to eliminate the conflict. Any Annual Stock Options that have not yet vested shall be forfeited and redeemed by the Company, without any further action on the part of the Company or the Executive, if Executive is no longer employed by the Company for any reason, other than in connection with a termination as described in Sections 2.2(b), (c) or (d). Executive may not sell, transfer, hypothecate, pledge or assign any Annual Stock Options which have not vested. (ii) Upon the occurrence of any forfeiture of Annual Stock Options, Executive shall immediately take all actions necessary to permit the Company to redeem any forfeited Annual Stock Options. (iii) All Annual Stock Options which may be issuable hereunder shall be issued in reliance upon the following representations, warranties and agreements of Executive, each of which shall be true and correct as of the date of issuance and each of which shall survive the termination of this Agreement. (A) Executive acknowledges that the common stock underlying any Annual Stock Options will be required to be has been registered under the Securities Act pursuant to an effective registration statement subsequent to stockholder approval of the 2008 Equity Planon Form S-8 (file no. 333-128624); (B) Executive acknowledges that once the common stock underlying any Annual Stock Options has been issued to Executive, the common stock may not be subsequently transferred or sold by Executive except in compliance with the registration requirements of federal and state securities law or exemptions therefrom; (C) Executive acknowledges that an investment in the Company’s common stock is subject to significant risk, including the risks described, from time to time, in the Company’s annual reports on Form 10-K. Executive represents and warrants that he she has such knowledge and expertise in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company’s common stock and the ability to bear the economic risk of the investment; and (D) Executive represents and warrants that he she has had the opportunity to ask questions of the Company concerning its business and to obtain any information which he she considers necessary to verify the accuracy of or to amplify upon the Company’s disclosures and that all questions which have been asked have been answered by the Company to Executive’s satisfaction.

Annual Stock Option Award. Subject to approval of the 2008 Long-Term Equity Compensation Plan (the “2008 Equity Award Plan”) by the Company’s stockholders, no No later than June 30 of each fiscal year during the Employment Term, the Company shall grant Executive an Annual Stock Option Award to purchase shares of the common stock of the Company (“Annual Stock Options”), subject to the conditions set forth below and in accordance with the schedule set forth on Exhibit BC, attached hereto and made a part hereof. Twenty percent (20%) of any Annual Stock Options granted hereunder shall vest on each successive yearly anniversary of the grant of the Annual Stock Options. In the event that the 2008 Equity Award Plan is approved after June 30 of the fiscal year in question, the Annual Stock Option Award for such year shall be granted as soon as practicable after such approval. (i) All Annual Stock Options shall be issued under, and in accordance with, the 2008 2005 Equity Award Plan; to the extent the terms of any Annual Stock Options awarded pursuant to this Agreement conflict with the terms of the 2008 2005 Equity Award Plan, the terms of the 2008 2005 Equity Award Plan shall apply to the minimum extent necessary to eliminate the conflict. Any Annual Stock Options that have not yet vested shall be forfeited and redeemed by the Company, without any further action on the part of the Company or the Executive, if Executive is no longer employed by the Company for any reason, other than in connection with a termination as described in Sections 2.2(b), (c) or (d). Executive may not sell, transfer, hypothecate, pledge or assign any Annual Stock Options which have not vested. (ii) Upon the occurrence of any forfeiture of Annual Stock Options, Executive shall immediately take all actions necessary to permit the Company to redeem any forfeited Annual Stock Options. (iii) All Annual Stock Options which may be issuable hereunder shall be issued in reliance upon the following representations, warranties and agreements of Executive, each of which shall be true and correct as of the date of issuance and each of which shall survive the termination of this Agreement. (A) Executive acknowledges that the common stock underlying any Annual Stock Options will be required to be has been registered under the Securities Act pursuant to an effective registration statement subsequent to stockholder approval of the 2008 Equity Planon Form S-8 (file no. 333-128624); (B) Executive acknowledges that once the common stock underlying any Annual Stock Options has been issued to Executive, the common stock may not be subsequently transferred or sold by Executive except in compliance with the registration requirements of federal and state securities law or exemptions therefrom; (C) Executive acknowledges that an investment in the Company’s common stock is subject to significant risk, including the risks described, from time to time, in the Company’s annual reports on Form 10-K. Executive represents and warrants that he has such knowledge and expertise in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company’s common stock and the ability to bear the economic risk of the investment; and (D) Executive represents and warrants that he has had the opportunity to ask questions of the Company concerning its business and to obtain any information which he considers necessary to verify the accuracy of or to amplify upon the Company’s disclosures and that all questions which have been asked have been answered by the Company to Executive’s satisfaction.

Annual Stock Option Award. Subject to approval of the 2008 Long-Term Equity Compensation Plan (the “2008 Equity Award Plan”) by the Company’s stockholders, no No later than June 30 of each fiscal year during the Employment Term, the Company shall grant Executive an Annual Stock Option Award to purchase shares of the common stock of the Company (“Annual Stock Options”), subject to the conditions set forth below and in accordance with the schedule set forth on Exhibit BC, attached hereto and made a part hereof. Twenty percent (20%) of any Annual Stock Options granted hereunder shall vest on each successive yearly anniversary of the grant of the Annual Stock Options. In the event that the 2008 Equity Award Plan is approved after June 30 of the fiscal year in question, the Annual Stock Option Award for such year shall be granted as soon as practicable after such approval. (i) All Annual Stock Options shall be issued under, and in accordance with, the 2008 2005 Equity Award Plan; to the extent the terms of any Annual Stock Options awarded pursuant to this Agreement conflict with the terms of the 2008 2005 Equity Award Plan, the terms of the 2008 2005 Equity Award Plan shall apply to the minimum extent necessary to eliminate the conflict. Any Annual Stock Options that have not yet vested shall be forfeited and redeemed by the Company, without any further action on the part of the Company or the Executive, if Executive is no longer employed by the Company for any reason, other than in connection with a termination as described in Sections 2.2(b), (c) or (d). Executive may not sell, transfer, hypothecate, pledge or assign any Annual Stock Options which have not vested. (ii) Upon the occurrence of any forfeiture of Annual Stock Options, Executive shall immediately take all actions necessary to permit the Company to redeem any forfeited Annual Stock Options. (iii) All Annual Stock Options which may be issuable hereunder shall be issued in reliance upon the following representations, warranties and agreements of Executive, each of which shall be true and correct as of the date of issuance and each of which shall survive the termination of this Agreement. (A) Executive acknowledges that the common stock underlying any Annual Stock Options will be required to be has been registered under the Securities Act pursuant to an effective registration statement subsequent to stockholder approval of the 2008 Equity Planon Form S-8 (file no. 333-128624); (B) Executive acknowledges that once the common stock underlying any Annual Stock Options has been issued to Executive, the common stock may not be subsequently transferred or sold by Executive except in compliance with the registration requirements of federal and state securities law or exemptions therefrom; (C) Executive acknowledges that an investment in the Company’s common stock is subject to significant risk, including the risks described, from time to time, in the Company’s annual reports on Form 10-K. Executive represents and warrants that he she has such knowledge and expertise in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company’s common stock and the ability to bear the economic risk of the investment; and (D) Executive represents and warrants that he has had the opportunity to ask questions of the Company concerning its business and to obtain any information which he she considers necessary to verify the accuracy of or to amplify upon the Company’s disclosures and that all questions which have been asked have been answered by the Company to Executive’s satisfaction.

Annual Stock Option Award. Subject to approval of the 2008 Long-Term Equity Compensation Plan (the “2008 Equity Award Plan”) by the Company’s stockholders, no No later than June 30 of each fiscal year during the Employment Term, the Company shall grant Executive an Annual Stock Option Award to purchase shares of the common stock of the Company IREC (“Annual Stock Options”), subject to the conditions set forth below and in accordance with the schedule set forth on Exhibit BC, attached hereto and made a part hereof. Twenty percent (20%) of any Annual Stock Options granted hereunder shall vest on each successive yearly anniversary of the grant of the Annual Stock Options. In the event that the 2008 Equity Award Plan is approved after June 30 of the fiscal year in question, the Annual Stock Option Award for such year shall be granted as soon as practicable after such approval. (i) All Annual Stock Options shall be issued under, and in accordance with, the 2008 2005 Equity Award Plan; to the extent the terms of any Annual Stock Options awarded pursuant to this Agreement conflict with the terms of the 2008 2005 Equity Award Plan, the terms of the 2008 2005 Equity Award Plan shall apply to the minimum extent necessary to eliminate the conflict. Any Annual Stock Options that have not yet vested shall be forfeited and redeemed by the Company, without any further action on the part of the Company or the Executive, if Executive is no longer employed by the Company for any reason, other than in connection with a termination as described in Sections 2.2(b), (c) or (d). Executive may not sell, transfer, hypothecate, pledge or assign any Annual Stock Options which have not vested. (ii) Upon the occurrence of any forfeiture of Annual Stock Options, Executive shall immediately take all actions necessary to permit the Company to redeem any forfeited Annual Stock Options. (iii) All Annual Stock Options which may be issuable hereunder shall be issued in reliance upon the following representations, warranties and agreements of Executive, each of which shall be true and correct as of the date of issuance and each of which shall survive the termination of this Agreement. (A) Executive acknowledges that the common stock underlying any Annual Stock Options will be required to be has been registered under the Securities Act pursuant to an effective registration statement subsequent to stockholder approval of the 2008 Equity Planon Form S-8 (file no. 333-128624); (B) Executive acknowledges that once the common stock underlying any Annual Stock Options has been issued to Executive, the common stock may not be subsequently transferred or sold by Executive except in compliance with the registration requirements of federal and state securities law or exemptions therefrom; (C) Executive acknowledges that an investment in the CompanyIREC’s common stock is subject to significant risk, including the risks described, from time to time, in the CompanyIREC’s annual reports on Form 10-K. Executive represents and warrants that he has such knowledge and expertise in financial and business matters as to be capable of evaluating the merits and risks of an investment in the CompanyIREC’s common stock and the ability to bear the economic risk of the investment; and (D) Executive represents and warrants that he has had the opportunity to ask questions of the Company concerning its business and to obtain any information which he considers necessary to verify the accuracy of or to amplify upon the Company’s disclosures and that all questions which have been asked have been answered by the Company to Executive’s satisfaction.