Common use of Equity Incentive Grant Clause in Contracts

Equity Incentive Grant. On the Effective Date, subject to Board approval, Executive will be granted incentive stock options to purchase six hundred fifty thousand (650,000) shares of the Company’s common stock (the “Option”). The Option shall vest with respect one hundred sixty-two thousand five hundred (162,500) shares on each of the first, second, third and fourth anniversaries of the Effective Date, subject to the Executive’s continued employment with the Company on each such day. Employee shall be entitled to additional options and/or equity based awards as determined in the discretion of the Board or a committee thereof. All of the Executive's Options and any subsequent options and/or equity awards shall cease vesting as of the Date of Termination (defined below); provided that in the event of (i) Executive's termination for Good Reason (defined below) or (ii) termination of Executive's employment by the Company without Cause (defined below), Executive's Options and any subsequent options and/or equity awards will be deemed to have vested as of the Date of Termination with respect to that number of shares that would have vested had Executive's employment with the Company continued for a period of one (1) year after the Date of Termination; and provided, further, that if Executive's termination for Good Reason or the termination of Executive's employment by the Company without Cause occurs within six (6) months after the occurrence of a change of control of the Company (“Change of Control”), then all of Executive's Options and any subsequent options and/or equity awards will be deemed to have vested as of the Date of Termination. Change of Control is defined as: (x) a merger or consolidation of the Company in which the stockholders of the Company immediately prior to such transaction would own, in the aggregate, less than fifty percent (50%) of the total combined voting power of all classes of capital stock of the surviving entity normally entitled to vote for the election of directors of the surviving entity or (y) the sale by the Company of all or substantially all the Company's assets in one transaction or in a series of related transactions. The Option will be issued from the existing Company option plan and will be subject to and governed by such plan. The Executive shall also be entitled to any other rights and benefits and subject to any other obligations with respect to option awards, to the extent and upon the terms provided in the employee option plan or any agreement or other instrument attendant thereto pursuant to which such options were granted.

Equity Incentive Grant. On Executive shall immediately be granted 342,857 shares of restricted common stock, par value $0.01 per share, of the Effective Company (the “Incentive Restricted Stock”), pursuant to the Company’s 2011 Stock Incentive Plan (the “Stock Plan”). The Incentive Restricted Stock shall vest on an annual basis over the three-year period beginning on the Commencement Date, with fifty percent (50%) vesting on the first anniversary of the Commencement Date, and twenty-five percent (25%) vesting on each of the 2nd and 3rd anniversaries of the Commencement Date, subject to Board approval, Executive will be granted incentive stock options to purchase six hundred fifty thousand (650,000) shares of the Company’s common stock (the “Option”). The Option shall vest with respect one hundred sixty-two thousand five hundred (162,500) shares on each of the first, second, third and fourth anniversaries of the Effective Date, subject to the Executive’s continued employment with the Company on each such dayCompany. Employee Notwithstanding the foregoing, the Incentive Restricted Stock shall become immediately vested upon a Change in Control Event (defined herein). The specific terms and conditions of the Incentive Restricted Stock grant shall be entitled subject to additional options and/or equity based awards as determined in the discretion terms of the Board or a committee thereofStock Plan, and shall be evidenced by an award agreement between Executive and the Company. All of the Executive's Options and any subsequent options and/or equity awards “Change in Control Event” shall cease vesting as of the Date of Termination (defined below); provided that in the event of mean: (i) Executive's termination for Good Reason the acquisition by any person or group of persons (as such term is defined belowin Rule 13d-5(b)(1) or (iipromulgated under the Securities Exchange Act of 1934, as amended to date) termination of Executive's employment by the Company without Cause (defined below), Executive's Options and any subsequent options and/or equity awards will be deemed to have vested as of the Date of Termination with respect to that number of shares that would have vested had Executive's employment with the Company continued for a period of one (1) year after the Date of Termination; and provided, further, that if Executive's termination for Good Reason or the termination of Executive's employment by the Company without Cause occurs within six (6) months after the occurrence of a change of control of the Company (“Change of Control”), then all of Executive's Options and any subsequent options and/or equity awards will be deemed to have vested as of the Date of Termination. Change of Control is defined as: (x) a merger or consolidation of the Company in which the stockholders of the Company immediately prior to such transaction would own, in the aggregate, less carrying more than fifty percent (50%) of the total voting rights at general meetings of the Company, (ii) the consummation of a merger or consolidation of the Company with any other company, other than (x) a merger or consolidation which actually results in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of all classes of capital stock the voting securities of the Company or such surviving entity normally entitled to vote for the election of directors of the surviving entity outstanding immediately after such merger or consolidation, or (y) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person or group of persons acquires more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities, (iii) the replacement of a majority of the Incumbent Directors during any 12-month period by directors whose appointment or election is not endorsed by a majority of the Incumbent Directors in office immediately before the date of such appointment or election, or (iv) the complete liquidation of the Company or the sale by or disposition of the Company of or all or substantially all of the Company's ’s overall assets in one or any transaction having a similar effect. “Incumbent Directors” shall mean members of the Board who either (x) are members of the Board as of the Commencement Date, or in a series of related transactions. The Option will be issued from the existing Company option plan and will be subject to and governed by such plan. The Executive shall also be entitled to any other rights and benefits and subject to any other obligations with respect to option awards(y) are elected, or nominated for election, to the extent and upon Board with the terms provided affirmative vote of at least a majority of the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the employee option plan or any agreement or other instrument attendant thereto pursuant to which such options were grantedelection of members of the Board).