Compensatory Stock Awards. Upon the commencement of your employment, the Board of Directors agrees to grant to you a stock option to acquire two hundred thousand (200,000) shares of the Company's common stock under the Company's 1989 Stock Option Plan (the "Option Plan"). In the event you are promoted to serve as the Company's Chief Executive Officer and you have completed at least twelve months of employment with the Company, the Board of Directors also agrees to grant to you, as soon as practicable following January 1, 1996, an additional stock option to acquire one hundred thousand (100,000) shares of the Company's common stock under the Option Plan. The exercise price per share of these options shall be equal to one hundred percent (100%) of the fair market value of the Company's common stock as determined under the Plan on the date of grant and in any case not to exceed $30.00 per share. Each option shall vest as to 24% of the shares subject to such option following twelve continuous months of service with the Company beginning on the date of grant (or in the case of your initial option, the day you start work with the Company) and as to an additional 2% for each subsequent month of completed service. Both of these options shall have substantially the same terms and conditions as provided in the standard forms of option agreement for options granted under the Option Plan, except as expressly provided in this agreement.
Compensatory Stock Awards. Subject to the Compensation Committee’s approval, as soon as administratively practicable on or following the Effective Date, the Company will grant you an equity award to be valued at $1,250,000 on the date of grant, with the award divided by value into 50% stock options and 50% restricted stock units (where the value for the options is determined using the Company’s standard Black-Scholes assumptions applied as of the date of grant and where the value for the restricted stock units is determined by dividing the target value for the restricted stock units by the Common Stock’s fair market value on the date of grant) (the “Inducement Grant”), each with respect to the Company’s common stock, par value $0.50 (the “Common Stock”). Subject to the Compensation Committee’s further approval, you will receive an additional grant (the “First Year Grant”) prior to or in connection with the February 2009 grant cycle, valued at $1,250,000 and divided into options and restricted stock units in the same manner as the Inducement Grant but based on the fair market value of the Common Stock on the First Year Grant date. Grants will be under the Company’s 1999 Stock Incentive Plan or 2008 Equity Compensation Plan as the Compensation Committee selects (as applicable and with any successor plan, the “Stock Plan”). Assuming continued employment, the options under the Inducement and First Year Grants will each vest in equal amounts on an annual basis over a three year period following the date of grant (beginning with one-third on the first anniversary), and otherwise will contain the same terms and conditions as the Company’s standard form of nonqualified stock option agreement adopted for use under the applicable Stock Plan, except as modified by this Agreement. Assuming continued employment, the restricted stock units under the Inducement and First Year Grants will each vest in equal amounts on an annual basis over a four year period following the date of grant (beginning with 25% on the first anniversary) and otherwise will contain the same terms and conditions as the Company’s standard form of restricted stock unit agreement adopted for use under the applicable Stock Plan, except as modified by this Agreement. The Compensation Committee at its sole discretion will consider the grant of additional compensatory stock awards to you no less frequently than annually.
Compensatory Stock Awards. Subject to the Compensation Committee’s approval, on or as soon as administratively practicable following the Effective Date, the Company will grant you an equity award to be valued at $1,200,000 on the date of grant, with the award divided by value into (i) 75% stock options, and (ii) 25% restricted stock units, the latter two with respect to the Company’s common stock, par value $0.50 (the “Common Stock”). The value for the options will be determined using the Company’s standard Black-Scholes assumptions applied as of the date of grant and the value for the restricted stock units will be determined by dividing the target value for the restricted stock units by the Common Stock’s fair market value on the date of grant. The equity grants will either be under a Company equity plan or under a special arrangement for you (in any case, referred to as a “Stock Plan”). Assuming continued employment, the options under the grant will vest in equal amounts on an annual basis over a three year period following the date of grant (beginning with one-third on the first anniversary), and otherwise will contain the Company’s customary terms and conditions for such grants, except as modified by this Agreement. Assuming continued employment, the restricted stock units under the grant will vest in equal amounts on an annual basis over a four year period following the date of grant (beginning with 25% on the first anniversary) and otherwise will contain the Company’s customary terms and conditions for such grants, except as modified by this Agreement. The Compensation Committee at its sole discretion will consider the grant of additional compensatory stock awards to you.
Compensatory Stock Awards. Subject to the Compensation Committee’s approval, on or as soon as administratively practicable following the Effective Date, the Company will grant you an equity award to be valued at $1,300,000 on the date of grant, with the award divided by value into (i) 75% stock options, and (ii) 25% restricted stock units, with respect to the Company’s common stock, par value $0.50 (the “Common Stock”). The value for the options will be determined using the Company’s standard Black-Scholes assumptions applied as of the date of grant and the value for the restricted stock units will be determined by dividing the target value for the restricted stock units by the Common Stock’s fair market value on the date of grant. The equity grants will either be under a Company equity plan or under a special arrangement for you (in any case, referred to as a “Stock Plan”). Assuming continued employment, the options under the grant will vest in equal amounts on an annual basis over a three year period following the date of grant (beginning with one-third on the first anniversary), and otherwise will contain the Company’s customary terms and conditions for such grants, except as modified by this Agreement. Assuming continued employment, the restricted stock units under the grant will vest in equal amounts on an annual basis over a four year period following the date of grant (beginning with 25% on the first anniversary) and otherwise will contain the Company’s customary terms and conditions for such grants, except as modified by this Agreement. The Compensation Committee at its sole discretion will consider the grant of additional compensatory stock awards to you.
Compensatory Stock Awards
