Common use of Equity Based Incentive Compensation Clause in Contracts

Equity Based Incentive Compensation. (a) On the Effective Date, and pursuant to the terms of The GSS Long Term Incentive Plan, if any (the “LTIP”), GSS shall xxxxx Xxxxxx a 10-year option with respect to 20,000,000 shares of GSS common stock. One-fifth (1/5) of these options shall vest each year for five years, on the first five anniversaries of the Effective Date (e.g., the first 4,000,000 options will vest on July 1, 2010, and the last 4,000,000 options will vest on July 1, 2014). In accordance with the terms of the LTIP, the per share exercise price for these options will be equal to the fair market value of a share of GSS common stock on the Effective Date, as determined in good faith by the Board of Directors. (b) If there is a generally applicable award of options or restricted shares to senior executives of GSS other than the annual award of options under the LTIP, Tiller shall participate in such award(s) on terms consistent with GSS' then-current practices and with awards made to other senior executives. (c) In the event of a Change in Control of GSS, as that term (or any similar term) is defined in the LTIP, all of Tiller's awards of stock options, restricted shares or similar equity-based interests which have not already vested, shall immediately vest in full.

Equity Based Incentive Compensation. (a) On the Effective Date, and pursuant to the terms of The GSS Long Term Incentive Plan, if any (the “LTIP”), GSS shall xxxxx Xxxxxx Xxxxxxx a 10-year option with respect to 20,000,000 10,200,000 shares of GSS common stock. One-fifth (1/5) of these options shall vest each year for five years, on the first five anniversaries of the Effective Date (e.g., the first 4,000,000 2,040,000 options will vest on July 1, 2010, and the last 4,000,000 2,040,000 options will vest on July 1, 2014). In accordance with the terms of the LTIP, the per share exercise price for these options will be equal to the fair market value of a share of GSS common stock on the Effective Date, as determined in good faith by the Board of Directors. (b) If there is a generally applicable award of options or restricted shares to senior executives of GSS other than the annual award of options under the LTIP, Tiller Xxxxxxx shall participate in such award(s) on terms consistent with GSS' then-current practices and with awards made to other senior executives. (c) In the event of a Change in Control of GSS, as that term (or any similar term) is defined in the LTIP, all of Tiller's Xxxxxxx'x awards of stock options, restricted shares or similar equity-based interests which have not already vested, shall immediately vest in full.