Common use of Employment Inducement Award Clause in Contracts

Employment Inducement Award. The Company shall grant the Executive under the Equity Plan as of the Effective Date a Restricted Stock Award (“Restricted Stock”) equal to 150,000 shares of the Company’s common stock subject to the following terms and conditions: (i) If, for the third and fourth fiscal quarters of the Company’s 2008 Fiscal Year, considered together as one period (the “Second Half of Fiscal 2008”), or for any one of the four whole Fiscal Years commencing on or after February 3, 2008 during the Original Employment Term, the Company shall record earnings per share (“Earnings per Share”) growth of greater than the Applicable Annual Target as compared to the same fiscal period from the immediately preceding Fiscal Year, then 20% of the Restricted Stock shall become vested as of the first business day following the issuance of the Company’s financial statement for such period, provided the Executive is then employed by the Company. If the Earnings per Share growth requirement is not met for any such period, all of the shares of the Restricted Stock eligible for vesting for that period shall vest on the first business day following the issuance of the Company’s financial statement for any subsequent Fiscal Year during the Original Employment Term if the cumulative compounded average Earnings per Share growth from the Second Half of Fiscal 2008 through such subsequent Fiscal Year is more than the Applicable Cumulative Target for such subsequent Fiscal Year. The “Applicable Annual Target” for each of the Second Half of Fiscal 2008 and the first and second whole Fiscal Years that commences on or after February 3, 2008 is a growth in Earnings per Share of 15% or more as compared to the same fiscal period from the immediately preceding Fiscal Year. The “Applicable Cumulative Target” for each of the Second Half of Fiscal 2008 and the first and second whole Fiscal Years that commences on or after February 3, 2008 is a 15% rate of cumulative compounded average Earnings per Share growth. For the avoidance of doubt, the Applicable Cumulative Target for the first whole fiscal year commencing on February 3, 2008 shall be calculated by multiplying the sum of (A) the Company’s actual Earnings per Share for the first and second fiscal quarters of the Company’s 2008 Fiscal Year and (B) the Applicable Annual Target of Earnings per Share for the Second Half of Fiscal 2008, by 1.

Employment Inducement Award. The Company shall grant the Executive under the Equity Plan as of the Effective Date January 1, 2007 a Restricted Stock Award (“Restricted Stock”) equal to 150,000 500,000 shares of the Company’s common stock subject to the following terms and conditions: (i) If, for the third and fourth fiscal quarters of the Company’s 2008 Fiscal Year, considered together as one period (the “Second Half of Fiscal 2008”), or for If in any one of the four whole Fiscal Years Year commencing on or after February 3January 1, 2008 2007 and during the Original Employment Term, the Company shall record earnings per share (“Earnings per Share”) growth of greater than the Applicable Annual Target as compared to the same fiscal period from the immediately preceding Fiscal Year, then 20% of the Restricted Stock shall become vested as of the first business day following the issuance of the Company’s financial statement for such periodyear, provided the Executive is then employed by the Company. If the Earnings per Share growth requirement is not met for any such periodyear, all of the shares of the Restricted Stock eligible for vesting for that period year shall vest on the first business day following the issuance of the Company’s financial statement for any subsequent Fiscal Year during the Original Employment Term if the cumulative compounded compound average Earnings per Share growth from after the Second Half of 2006 Fiscal 2008 Year through such subsequent Fiscal Year is more than the Applicable Cumulative Target for such subsequent Fiscal Year. The “Applicable Annual Target” for each of the Second Half of Fiscal 2008 first, second and the first and second third whole Fiscal Years that commences on or after February 3January 1, 2008 2007 is a growth in Earnings per Share of 15% or more as compared to the same fiscal period from the immediately preceding Fiscal Year. The “Applicable Cumulative Target” for each of the Second Half of Fiscal 2008 first, second and the first and second third whole Fiscal Years that commences on or after February 3January 1, 2008 2007 is a 15% rate of cumulative compounded compound average Earnings per Share growth. For The “Applicable Annual Target” and the avoidance of doubt, the “Applicable Cumulative Target Target” for the first whole fiscal year commencing on February 3, 2008 shall be calculated by multiplying the sum of (A) the Company’s actual Earnings per Share for the first and second fiscal quarters each of the Company’s 2008 fourth and fifth whole Fiscal Year and (B) the Applicable Annual Target Years that commences on or after January 1, 2007 will be a rate of Earnings per Share growth and cumulative compound average Earnings per Share growth, respectively, determined by the Compensation Committee of the Board in its sole discretion not later than the end of the first quarter of such Fiscal Year. (ii) For purposes of this Agreement, Earnings per Share shall be equal to the basic earnings per share calculated in accordance with accounting principles generally accepted in the United States and as reported in the Company’s financial statements as filed with the Securities and Exchange Commission, except that certain adjustments may be made for certain non-recurring or unusual non-cash items recognized in accordance with accounting principles generally accepted in the United States including, but not limited to, any write-offs of unamortized deferred financing costs and any asset impairment write-downs, which the Committee determines in its sole discretion to exclude for purposes of this Agreement. (iii) The Executive shall have the right to vote the shares of the Restricted Stock, and shall have dividend rights as to such shares, before any forfeiture of the shares of the Restricted Stock and while such shares are restricted. The number of shares credited to the Executive shall be subject to adjustment in accordance with the provisions of the Equity Plan (for example, in connection with the payment of a stock dividend by the Company). (iv) The shares of the Restricted Stock not yet vested or forfeited shall become 100% vested in the event that the Executive dies or becomes Disabled (within the meaning of Section 7(a)) or there is a Change in Control, in each case while employed by the Company or an affiliate during the Employment Term. For this purpose, the term “Change in Control” is used as defined in the Equity Plan except that in no event shall a “Change in Control” be triggered pursuant to clause (A) of such term as so defined unless the Acquiring Person becomes the Beneficial Owner of twenty percent (20%) or more of the then outstanding shares of Common Stock or the Combined Voting Power of the Company (except pursuant to an offer for all outstanding shares of Common Stock at a price and upon such terms and conditions as a majority of the Continuing Directors determine to be in the best interests of the Company and its shareholders (other than an Acquiring Person on whose behalf the offer is being made)) in one or more bona fide transactions and such level of ownership of such Common Stock or Combined Voting Power, as applicable, exceeds the aggregate level of ownership of the Marcianos of such Common Stock or Combined Voting Power, respectively. For purposes of the preceding sentence, “Marcianos” means Xxxxxxx Xxxxxxxx, Xxxx Xxxxxxxx, and any trust established in whole or in part for the Second Half benefit of Fiscal 2008one or more of them or their family members, or any other entity controlled by 1one or more of them, and any other capitalized term used in such sentence is used as defined in the Equity Plan if not otherwise defined in this Agreement. If the Executive terminates his employment with the Company for “Good Reason” (as defined in Section 7(e) of this Agreement), or is terminated by the Company without “Cause” (as defined in Section 7(c) of this Agreement) or for Disability, the shares of the Restricted Stock not yet vested or forfeited shall become 100% vested. (v) In all events other than those previously addressed in Section 5(a)(iv), if the Executive ceases to be an employee of the Company or an affiliate, the Executive shall be vested only as to that percentage of shares of the Restricted Stock which are vested at the time of the termination of his employment and the Executive shall forfeit the right to the shares of the Restricted Stock which are not yet vested on the termination date. Further, any Restricted Stock which is unvested at the conclusion of the Original Employment Term shall be forfeited and terminate. Unvested shares of the Restricted Stock that are forfeited shall be immediately transferred to the Company without any payment by the Company, and the Company shall have the full right to cancel any evidence of the Executive’s ownership of such forfeited shares. (vi) The Restricted Stock Award shall be granted pursuant to and, to the extent not contrary to the terms of this Agreement, shall be subject to all of the terms and conditions imposed upon such awards granted under the Equity Plan.