Common use of Equity and Stock Options Clause in Contracts

Equity and Stock Options. (a) Executive shall receive an extended long-term incentive award (the “Extended Long Term Incentive Award”) with a value (as determined by the Compensation Committee of the Board in good faith) that is at least equal to the percentage of Executive’s initial Base Salary as set forth on the signature page hereof. Such award shall consist of stock options and restricted stock units, which will be granted on or about November 1, 2007. The stock options will be granted with an exercise price per share equal to the closing market price of a share of Company common stock on the grant date. The restricted stock units will be granted with a value per unit equal to the closing market price of a share of Company common stock on the grant date. (b) With respect to each calendar year during the Term of Employment commencing with the 2008 calendar year, Executive shall receive equity-based compensation awards under the Company’s equity incentive plans (the “Annual Long Term Incentive Awards” and, together with the Extended Long Term Incentive Award, the “Long Term Incentive Awards”) with a value at least equal to the percentage of Executive’s Base Salary (as in effect on the date of such award) as set forth on the signature page hereof. The Annual Long Term Incentive Award with respect to the 2008 calendar year shall be made in the form of restricted stock on or about November 1, 2007, with a value per share that equals the closing market price of a share of Company common stock on the grant date. The Annual Long Term Incentive Award with respect to each calendar year after 2008 shall be made effective on the first business day of such calendar year. (c) As of the date of termination of Executive’s employment due to Executive’s Disability (as hereinafter defined) or death, or upon the occurrence of a change in control (as defined in the applicable equity-based plan or award) all outstanding Long Term Incentive Awards and any other equity-based awards granted to Executive by the Company shall become immediately and fully vested; provided, however, that any performance units granted to Executive shall not become fully vested upon a change in control unless otherwise provided in the applicable plan or award agreement. In the case of termination of Executive’s employment due to Executive’s Disability (as defined in Section 6.4 hereof) or death, any options held by Executive as of such date shall remain exercisable until at least the earlier of (i) the date that is one (1) year after the date of termination of Executive’s employment or (ii) the date on which the option would have expired solely by reason of the passage of time if Executive’s employment had not been terminated, provided that no option shall remain outstanding longer than the maximum time permitted by Section 409A. (d) The Long Term Incentive Awards shall be governed by separate grant agreements (together with any other agreement approved by the Board and designated by the Board as an “Ancillary Document” for purposes of this Agreement, the “Ancillary Documents”). To the extent permitted by any applicable law and the rules of any exchange on which the Company’s stock is listed, in the event of any conflict between an Ancillary Document and the terms of this Agreement, the terms of this Agreement shall govern. (e) All Long Term Incentive Awards and any other equity-based awards granted to Executive by the Company shall be approved by a committee of the Board comprised of individuals who are both disinterested directors (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and independent directors (within the meaning of applicable stock exchange rules) and shall be exempt from Section 16(b) of the Exchange Act by reason of Rule 16b-3 under the Exchange Act.

Equity and Stock Options. (a) Executive shall receive an extended long-term incentive award (the “Extended Long Term Incentive Award”) with a value (as determined by the Compensation Committee of the Board in good faith) that is at least equal to the percentage of Executive’s initial Base Salary as set forth on the signature page hereof. Such award shall consist of stock options and restricted stock units, which will be granted on or about November 1, 2007. The stock options will be granted with an exercise price per share equal to the closing market price of a share of Company common stock on the grant date. The restricted stock units will be granted with a value per unit equal to the closing market price of a share of Company common stock on the grant date. (b) With respect to each calendar year during the Term of Employment Employment, commencing with the 2008 calendar year, Executive shall receive equity-based compensation awards under the Company’s equity incentive plans (the “Annual Long Term Incentive Awards” and, together with the Extended Long Term Incentive Award, the “Long Term Incentive Awards”) with a value at least equal to the percentage of Executive’s Base Salary (as in effect on the date of such award) as set forth on the signature page hereof. The Annual Long Term Incentive Award with respect to the 2008 calendar year shall be made in the form of restricted stock on or about November 1, 2007, with a value per share that equals the closing market price of a share of Company common stock on the grant date. The Annual Long Term Incentive Award with respect to each calendar year after 2008 shall be made effective on the first business day of such calendar year. (c) As of the date of termination of Executive’s employment due to Executive’s Disability (as hereinafter defined) or death, or upon the occurrence of a change in control (as defined in the applicable equity-based plan or award) all outstanding Long Term Incentive Awards and any other equity-based awards granted to Executive by the Company shall become immediately and fully vested; provided, however, that any performance units granted to Executive shall not become fully vested upon a change in control unless otherwise provided in the applicable plan or award agreement. In the case of termination of Executive’s employment due to Executive’s Disability (as defined in Section 6.4 hereof6.4) or death, any options held by Executive as of such date shall remain exercisable until at least the earlier of (i) the date that is one (1) year after the date of termination of Executive’s employment or (ii) the date on which the option would have expired solely by reason of the passage of time if Executive’s employment had not been terminated, provided that no option shall remain outstanding longer than the maximum time permitted by Section 409A. (d) The Long Term Incentive Awards shall be governed by separate grant agreements (together with any other agreement approved by the Board and designated by the Board as an “Ancillary Document” for purposes of this Agreement, the “Ancillary Documents”). To the extent permitted by any applicable law and the rules of any exchange on which the Company’s stock is listed, in the event of any conflict between an Ancillary Document and the terms of this Agreement, the terms of this Agreement shall govern. (e) All Long Term Incentive Awards and any other equity-based awards granted to Executive by the Company shall be approved by a committee of the Board comprised of individuals who are both disinterested directors (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and independent directors (within the meaning of applicable stock exchange rules) and shall be exempt from Section 16(b) of the Exchange Act by reason of Rule 16b-3 under the Exchange Act.

Equity and Stock Options. (a) Executive shall receive an extended long-term incentive award (the “Extended Long Term Incentive Award”) with a value (as determined by the Compensation Committee of the Board in good faith) that is at least equal to the percentage 850% of Executive’s initial Base Salary as set forth on the signature page hereofin Section 3.1. Such award shall consist of stock options and restricted stock units, which will be granted on or about November 1[_______], 2007. The stock options will be granted with an exercise price per share equal to the closing market price of a share of Company common stock on the grant date. The restricted stock units will be granted with a value per unit equal to the closing market price of a share of Company common stock on the grant date. (b) With respect to each calendar year during the Term of Employment commencing with the 2008 calendar year, Executive shall receive equity-based compensation awards under the Company’s equity incentive plans (the “Annual Long Term Incentive Awards” and, together with the Extended Long Term Incentive Award, the “Long Term Incentive Awards”) with a value at least equal to the percentage 250% of Executive’s Base Salary (as in effect on the date of such award) as set forth on the signature page hereof. The Annual Long Term Incentive Award with respect to the 2008 calendar year shall be made in the form of restricted stock on or about November 1[_______], 2007, with a value per share that equals the closing market price of a share of Company common stock on the grant date. The Annual Long Term Incentive Award with respect to each calendar year after 2008 shall be made effective on the first business day of such calendar year. (c) As of the date of termination of Executive’s employment due to Executive’s Disability (as hereinafter defined) or death, or upon the occurrence of a change in control (as defined in the applicable equity-based plan or award) all outstanding Long Term Incentive Awards and any other equity-based awards granted to the Executive by the Company shall become immediately and fully vested; provided, however, that any performance units granted to Executive shall not become fully vested upon a change in control unless otherwise provided in the applicable plan or award agreement. In the case of termination of Executive’s employment due to Executive’s Disability (as defined in Section 6.4 hereofhereinafter defined) or death, any options held by Executive as of such date shall remain exercisable until at least the earlier of (i) the date that is one (1) year after the date of termination of Executive’s employment or (ii) the date on which the option would have expired solely by reason of the passage of time if Executive’s employment had not been terminated, provided that no option shall remain outstanding longer than the maximum time permitted by Section 409A.409A of the Internal Revenue Code of 1986, as amended (the “Code”). (d) The Long Term Incentive Awards shall be governed by separate grant agreements (together with any other agreement approved by the Board and designated by the Board as an “Ancillary Document” for purposes of this Agreement, the “Ancillary Documents”). To the extent permitted by any applicable law and the rules of any exchange on which the Company’s stock is listed, in In the event of any conflict between an Ancillary Document and the terms of this Agreement, the terms of this Agreement shall govern. (e) All Long Term Incentive Awards and any other equity-based awards granted to the Executive by the Company shall be approved by a committee of the Board comprised of individuals who are both disinterested directors (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and independent directors (within the meaning of applicable stock exchange rules) and shall be exempt from Section 16(b) of the Exchange Act by reason of Rule 16b-3 16b- 3 under the Exchange Act.

Equity and Stock Options. (a) Executive shall receive an extended long-term incentive award (the “Extended Long Term Incentive Award”) with a value (as determined by the Compensation Committee of the Board in good faith) that is at least equal to the percentage of Executive’s initial Base Salary as set forth on the signature page hereof. Such award shall consist of stock options and restricted stock units, which will be granted on or about November 1, 2007. The stock options will be granted with an exercise price per share equal to the closing market price of a share of Company common stock on the grant date. The restricted stock units will be granted with a value per unit equal to the closing market price of a share of Company common stock on the grant date. (b) With respect to each calendar year during the Term of Employment commencing with the 2008 calendar year, Executive shall receive equity-based compensation awards under the Company’s equity incentive plans (the “Annual Long Term Incentive Awards” and, together with the Extended Long Term Incentive Award, the “Long Term Incentive Awards”) with a value at least equal to the percentage of Executive’s Base Salary (as in effect on the date of such award) as set forth on the signature page hereof. The Annual Long Term Incentive Award with respect to the 2008 calendar year shall be made in the form of restricted stock on or about November 1__________ ___, 2007, with a value per share that equals the closing market price of a share of Company common stock on the grant date. The Annual Long Term Incentive Award with respect to each calendar year after 2008 shall be made effective on the first business day of such calendar year. (c) As of the date of termination of Executive’s employment due to Executive’s Disability (as hereinafter defined) or death, or upon the occurrence of a change in control (as defined in the applicable equity-based plan or award) all outstanding Long Term Incentive Awards and any other equity-based awards granted to the Executive by the Company shall become immediately and fully vested; provided, however, that any performance units granted to Executive shall not become fully vested upon a change in control unless otherwise provided in the applicable plan or award agreement. In the case of termination of Executive’s employment due to Executive’s Disability (as defined in Section 6.4 hereofhereinafter defined) or death, any options held by Executive as of such date shall remain exercisable until at least the earlier of (i) the date that is one (1) year after the date of termination of Executive’s employment or (ii) the date on which the option would have expired solely by reason of the passage of time if Executive’s employment had not been terminated, provided that no option shall remain outstanding longer than the maximum time permitted by Section 409A.409A of the Internal Revenue Code of 1986, as amended (the “Code”). (d) The Long Term Incentive Awards shall be governed by separate grant agreements (together with any other agreement approved by the Board and designated by the Board as an “Ancillary Document” for purposes of this Agreement, the “Ancillary Documents”). To the extent permitted by any applicable law and the rules of any exchange on which the Company’s stock is listed, in In the event of any conflict between an Ancillary Document and the terms of this Agreement, the terms of this Agreement shall govern. (e) All Long Term Incentive Awards and any other equity-based awards granted to the Executive by the Company shall be approved by a committee of the Board comprised of individuals who are both disinterested directors (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and independent directors (within the meaning of applicable stock exchange rules) and shall be exempt from Section 16(b) of the Exchange Act by reason of Rule 16b-3 under the Exchange Act.

Equity and Stock Options. (a) Executive shall receive an extended long-term incentive award (the “Extended Long Term Incentive Award”) with a value (as determined by the Compensation Committee of the Board in good faith) that is at least equal to the percentage of Executive’s initial Base Salary as set forth on the signature page hereof. Such award shall consist of stock options and restricted stock units, which will be granted on or about November 1, 2007. The stock options will be granted with an exercise price per share equal to the closing market price of a share of Company common stock on the grant date. The restricted stock units will be granted with a value per unit equal to the closing market price of a share of Company common stock on the grant date. (b) With respect to each calendar year during the Term of Employment commencing with the 2008 calendar year, Executive shall receive equity-based compensation awards under the Company’s equity incentive plans (the “Annual Long Term Incentive Awards” and, together with the Extended Long Term Incentive Award, the “Long Term Incentive Awards”) with a value at least equal to the percentage of Executive’s Base Salary (as in effect on the date of such award) as set forth on the signature page hereof. The Annual Long Term Incentive Award with respect to the 2008 calendar year shall be made in the form of restricted stock on or about November 1, 2007, with a value per share that equals the closing market price of a share of Company common stock on the grant date. The Annual Long Term Incentive Award with respect to each calendar year after 2008 shall be made effective on the first business day of such calendar year. (c) As of the date of termination of Executive’s employment due to Executive’s Disability (as hereinafter defined) or death, or upon the occurrence of a change in control (as defined in the applicable equity-based plan or award) all outstanding Long Term Incentive Awards and any other equity-based awards granted to the Executive by the Company shall become immediately and fully vested; provided, however, that any performance units granted to Executive shall not become fully vested upon a change in control unless otherwise provided in the applicable plan or award agreement. In the case of termination of Executive’s employment due to Executive’s Disability (as defined in Section 6.4 hereofhereinafter defined) or death, any options held by Executive as of such date shall remain exercisable until at least the earlier of (i) the date that is one (1) year after the date of termination of Executive’s employment or (ii) the date on which the option would have expired solely by reason of the passage of time if Executive’s employment had not been terminated, provided that no option shall remain outstanding longer than the maximum time permitted by Section 409A.409A of the Internal Revenue Code of 1986, as amended (the “Code”). (d) The Long Term Incentive Awards shall be governed by separate grant agreements (together with any other agreement approved by the Board and designated by the Board as an “Ancillary Document” for purposes of this Agreement, the “Ancillary Documents”). To the extent permitted by any applicable law and the rules of any exchange on which the Company’s stock is listed, in In the event of any conflict between an Ancillary Document and the terms of this Agreement, the terms of this Agreement shall govern. (e) All Long Term Incentive Awards and any other equity-based awards granted to the Executive by the Company shall be approved by a committee of the Board comprised of individuals who are both disinterested directors (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and independent directors (within the meaning of applicable stock exchange rules) and shall be exempt from Section 16(b) of the Exchange Act by reason of Rule 16b-3 under the Exchange Act.

Equity and Stock Options. (a) Executive shall receive an extended long-term incentive award (the “Extended Long Term Incentive Award”) with a value (as determined by the Compensation Committee of the Board in good faith) that is at least equal to the percentage of Executive’s initial Base Salary as set forth on the signature page hereof. Such award shall consist of stock options and restricted stock units, which will be granted effective on or about November 1, 2007the Closing Date. The stock options will be granted with an exercise price per share equal to the closing market price of a share of Company common stock on the grant date. The restricted stock units will be granted with a value per unit equal to the closing market price of a share of Company common stock on the grant date. (b) With respect to each calendar year during the Term of Employment Employment, commencing with the 2008 calendar year, Executive shall receive equity-based compensation awards under the Company’s equity incentive plans (the “Annual Long Term Incentive Awards” and, together with the Extended Long Term Incentive Award, the “Long Term Incentive Awards”) with a value at least equal to the percentage of Executive’s Base Salary (as in effect on the date of such award) as set forth on the signature page hereof. The Annual Long Term Incentive Award with respect to the 2008 calendar year shall be made in the form of restricted stock granted effective on or about November 1, 2007the Closing Date, with a value per share that equals the closing market price of a share of Company common stock on the grant date. The Annual Long Term Incentive Award with respect to each calendar year after 2008 shall be made effective on the first business day of such calendar year. (c) As of the date of termination of Executive’s employment due to Executive’s Disability (as hereinafter defined) or death, or upon the occurrence of a change in control (as defined in the applicable equity-based plan or award) all outstanding Long Term Incentive Awards and any other equity-based awards granted to Executive by the Company shall become immediately and fully vested; provided, however, that any performance units granted to Executive shall not become fully vested upon a change in control unless otherwise provided in the applicable plan or award agreement. In the case of termination of Executive’s employment due to Executive’s Disability (as defined in Section 6.4 hereof6.4) or death, any options held by Executive as of such date shall remain exercisable until at least the earlier of (i) the date that is one (1) year after the date of termination of Executive’s employment or (ii) the date on which the option would have expired solely by reason of the passage of time if Executive’s employment had not been terminated, provided that no option shall remain outstanding longer than the maximum time permitted by Section 409A. (d) The Long Term Incentive Awards shall be governed by separate grant agreements (together with any other agreement approved by the Board and designated by the Board as an “Ancillary Document” for purposes of this Agreement, the “Ancillary Documents”). To the extent permitted by any applicable law and the rules of any exchange on which the Company’s stock is listed, in the event of any conflict between an Ancillary Document and the terms of this Agreement, the terms of this Agreement shall govern. (e) All Long Term Incentive Awards and any other equity-based awards granted to Executive by the Company (i) shall be approved by a committee subject to the approval of the Board comprised of individuals who are both disinterested directors Compensation Committee and (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)ii) and independent directors (within the meaning of applicable stock exchange rules) and shall be exempt from Section 16(b) of the Exchange Act by reason of Rule 16b-3 under the Exchange Act.

Equity and Stock Options. (a) Executive shall receive an extended longa special one-term incentive time equity award (the “Extended Long Term Incentive Special One-Time Equity Award”) with a value (as determined by the Compensation Committee of the Board in good faith) that is at least equal to the percentage of Executive’s 's initial Base Salary as set forth on the signature page hereof. Such One-half of such award shall consist of stock options and one-half of such award shall consist of time-vested restricted stock unitsstock, which will be granted effective on or about November 1, 2007the Commencement Date. The stock options will be granted with an exercise price per share equal to the closing market price of a share of Company common stock on the grant date. The restricted stock units Special One-Time Equity Award will be granted with a value per unit vest in three equal to installments on the closing market price first, second and third anniversaries of a share of Company common stock on the grant date, and will also be subject to immediate vesting if a change in control occurs. The terms and conditions of the Special One-Time Equity Award shall be set forth and governed by separate grant agreements, as described in Section 4.1(d) hereof, and the definition of change in control shall be as set forth in the applicable equity-based plan or award. (b) With respect to each calendar year during the Term of Employment Employment, commencing with the 2008 2012 calendar year, Executive shall receive equity-based compensation awards under the Company’s 's equity incentive plans (the “Annual Long Term Incentive Awards” and, together with the Extended Long Term Incentive Special One-Time Equity Award, the “Long Term Incentive Awards”) with a value at least equal to the percentage of Executive’s 's Base Salary (as in effect on the date of such award) as set forth on the signature page hereof. The Annual Long Term Incentive Award with respect to the 2008 calendar year shall be made in the form of restricted stock on or about November 1, 2007, with a value per share that equals the closing market price of a share of Company common stock on the grant date. The Annual Long Term Incentive Award with respect to each calendar year after 2008 shall be made effective on the first business day of such calendar year. (c) As of the date of termination of Executive’s 's employment due to Executive’s 's Disability (as hereinafter defined) or death, or upon the occurrence of a change in control (as defined in the applicable equity-based plan or award) all outstanding Long Term Incentive Awards and any other equity-based awards granted to Executive by the Company shall become immediately and fully vested; provided, however, that any performance units granted to Executive shall not become fully vested upon a change in control unless otherwise provided in the applicable plan or award agreement. In the case of termination of Executive’s 's employment due to Executive’s 's Disability (as defined in Section 6.4 hereof6.4) or death, any options held by Executive as of such date shall remain exercisable until at least the earlier of (i) the date that is one (1) year after the date of termination of Executive’s 's employment or (ii) the date on which the option would have expired solely by reason of the passage of time if Executive’s 's employment had not been terminated, provided that no option shall remain outstanding longer than the maximum time permitted by Section 409A. (d) The Long Term Incentive Awards shall be governed by separate grant agreements (together with any other agreement approved by the Board and designated by the Board as an “Ancillary Document” for purposes of this Agreement, the “Ancillary Documents”). To the extent permitted by any applicable law and the rules of any exchange on which the Company’s 's stock is listed, in the event of any conflict between an Ancillary Document and the terms of this Agreement, the terms of this Agreement shall govern. (e) All Annual Long Term Incentive Awards and any other equity-based awards granted to Executive by the Company shall be approved by a committee subject to the approval of the Board comprised of individuals who are both disinterested directors (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and independent directors (within the meaning of applicable stock exchange rules) and Compensation Committee. All Long Term Incentive Awards shall be exempt from Section 16(b) of the Exchange Act by reason of Rule 16b-3 under the Exchange Act.

Equity and Stock Options. (a) Executive shall receive an extended long-term incentive award (the “Extended Long Term Incentive Award”) with a value (as determined by the Compensation Committee of the Board in good faith) that is at least equal to the percentage 850% of Executive’s initial Base Salary as set forth on the signature page hereofin Section 3.1. Such award shall consist of stock options and restricted stock units, which will be granted on or about November 1, 2007. The stock options will be granted with an exercise price per share equal to the closing market price of a share of Company common stock on the grant date. The restricted stock units will be granted with a value per unit equal to the closing market price of a share of Company common stock on the grant date. (b) With respect to each calendar year during the Term of Employment commencing with the 2008 calendar year, Executive shall receive equity-based compensation awards under the Company’s equity incentive plans (the “Annual Long Term Incentive Awards” and, together with the Extended Long Term Incentive Award, the “Long Term Incentive Awards”) with a value at least equal to the percentage 250% of Executive’s Base Salary (as in effect on the date of such award) as set forth on the signature page hereof. The Annual Long Term Incentive Award with respect to the 2008 calendar year shall be made in the form of restricted stock on or about November 1, 2007, with a value per share that equals the closing market price of a share of Company common stock on the grant date. The Annual Long Term Incentive Award with respect to each calendar year after 2008 shall be made effective on the first business day of such calendar year. (c) As of the date of termination of Executive’s employment due to Executive’s Disability (as hereinafter defined) or death, or upon the occurrence of a change in control (as defined in the applicable equity-based plan or award) all outstanding Long Term Incentive Awards and any other equity-based awards granted to the Executive by the Company shall become immediately and fully vested; provided, however, that any performance units granted to Executive shall not become fully vested upon a change in control unless otherwise provided in the applicable plan or award agreement. In the case of termination of Executive’s employment due to Executive’s Disability (as defined in Section 6.4 hereofhereinafter defined) or death, any options held by Executive as of such date shall remain exercisable until at least the earlier of (i) the date that is one (1) year after the date of termination of Executive’s employment or (ii) the date on which the option would have expired solely by reason of the passage of time if Executive’s employment had not been terminated, provided that no option shall remain outstanding longer than the maximum time permitted by Section 409A.409A of the Internal Revenue Code of 1986, as amended (the “Code”). (d) The Long Term Incentive Awards shall be governed by separate grant agreements (together with any other agreement approved by the Board and designated by the Board as an “Ancillary Document” for purposes of this Agreement, the “Ancillary Documents”). To the extent permitted by any applicable law and the rules of any exchange on which the Company’s stock is listed, in In the event of any conflict between an Ancillary Document and the terms of this Agreement, the terms of this Agreement shall govern. (e) All Long Term Incentive Awards and any other equity-based awards granted to the Executive by the Company shall be approved by a committee of the Board comprised of individuals who are both disinterested directors (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and independent directors (within the meaning of applicable stock exchange rules) and shall be exempt from Section 16(b) of the Exchange Act by reason of Rule 16b-3 under the Exchange Act.

Equity and Stock Options. (a) Executive shall receive an extended long-term incentive award (the “Extended Long Term Incentive Award”) with a value (as determined by the Compensation Committee of the Board in good faith) that is at least equal to the percentage 850% of Executive’s initial Base Salary as set forth on the signature page hereofin Section 3.1. Such award shall consist of stock options and restricted stock units, which will be granted on or about November 1, 2007. The stock options will be granted with an exercise price per share equal to the closing market price of a share of Company common stock on the grant date. The restricted stock units will be granted with a value per unit equal to the closing market price of a share of Company common stock on the grant date. (b) With respect to each calendar year during the Term of Employment commencing with the 2008 calendar year, Executive shall receive equity-based compensation awards under the Company’s equity incentive plans (the “Annual Long Term Incentive Awards” and, together with the Extended Long Term Incentive Award, the “Long Term Incentive Awards”) with a value at least equal to the percentage 250% of Executive’s Base Salary (as in effect on the date of such award) as set forth on the signature page hereof. The Annual Long Term Incentive Award with respect to the 2008 calendar year shall be made in the form of restricted stock on or about November 1, 2007, with a value per share that equals the closing market price of a share of Company common stock on the grant date. The Annual Long Term Incentive Award with respect to each calendar year after 2008 shall be made effective on the first business day of such calendar year. (c) As of the date of termination of Executive’s employment due to Executive’s Disability (as hereinafter defined) or death, or upon the occurrence of a change in control (as defined in the applicable equity-based plan or award) ), all outstanding Long Term Incentive Awards and any other equity-based awards granted to Executive by the Company shall become immediately and fully vested; provided, however, that any performance units granted to Executive shall not become fully vested upon a change in control unless otherwise provided in the applicable plan or award agreement. In the case of termination of Executive’s employment due to Executive’s Disability (as defined in Section 6.4 hereof6.4) or death, any options held by Executive as of such date shall remain exercisable until at least the earlier of (i) the date that is one (1) year after the date of termination of Executive’s employment or (ii) the date on which the option would have expired solely by reason of the passage of time if Executive’s employment had not been terminated, provided that no option shall remain outstanding longer than the maximum time permitted by Section 409A. (d) The Long Term Incentive Awards shall be governed by separate grant agreements (together with any other agreement approved by the Board and designated by the Board as an “Ancillary Document” for purposes of this Agreement, the “Ancillary Documents”). To the extent permitted by any applicable law and the rules of any exchange on which the Company’s stock is listed, in the event of any conflict between an Ancillary Document and the terms of this Agreement, the terms of this Agreement shall govern. (e) All Long Term Incentive Awards and any other equity-based awards granted to Executive by the Company shall be approved by a committee of the Board comprised of individuals who are both disinterested directors (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and independent directors (within the meaning of applicable stock exchange rules) and shall be exempt from Section 16(b) of the Exchange Act by reason of Rule 16b-3 under the Exchange Act.