Common use of Equity Participation Clause in Contracts

Equity Participation. (a) The Company shall grant to the Employee an incentive stock option to purchase THREE PERCENT (.0075%) OF THE TOTAL SHARES OF THE CLASS B (RESTRICTED VOTING AND TRANSFER RIGHTS) COMMON STOCK OF THE COMPANY EQUAL TO 75,000 SHARES OF COMMON STOCK) at a par value $ .001 per share. The Company plans to offer an additional 2,345,679 shares in two offerings to private investors in early 1997. This grant will be adjusted on a pro-rata basis to maintain the .0075% ratio on outstanding shares. If the offering is fully subscribed this will result in an additional 17,593 options being issue to the Employee. There will be no dilution protection after this supplemental grant. The Option shall vest as follows: 1/3 of the shares shall vest on the Commencement Date of this Agreement, AND ADDITIONAL 1/3 shares shall vest on the first anniversary of the Commencement Date of this Agreement and AN ADDITIONAL 1/3 shall vest on the second anniversary of the Commencement Date of this Agreement. The exercise price of the Option shall be fixed at seventy-five (75) cents per share. The Option shall be subject to and in accordance with the provisions of the 1997 Stock Option Plan of the Company (the "Plan") substantially in the form attached hereto as SCHEDULE B however where this Agreement is different then the language and provisions in this Agreement shall govern. (b) Notwithstanding the foregoing, the Option shall become fully vested upon the occurrence of one of the following events: (a) the sale of the Company to an unrelated third party by way of merger, sale of assets or sale of capital stock of the Company, (b) the sale by the Company of more than seventeen percent (17%) of its outstanding Common Stock on a fully-diluted basis to an unrelated third party (excluding any sales to venture funds currently under consideration by the Company with whom discussions began prior to the Commencement Date of this Agreement), or (c) the filing by the Company of a registration statement on Form S-1 in connection with an underwritten initial public offering. (c) In addition to the foregoing Option, if the Company completes an underwritten initial public offering of its Common Stock within three (3) years from the date of this Agreement with an enjoys a market cap of $200 million or more during it's first day of trading as a public company, then the Employee shall be entitled to receive an additional option for 50,000 shares of the Class B Common Stock of the Company calculated on a like basis with the Option granted above in paragraph 1.0 (a) ("the IPO Option"). These options shall be granted on the day after the Initial Public Offering and are fix priced at seventy-five cents (75) per share. (d) All shares of Common Stock issued under the Option or the IPO Option shall be subject to the terms and provisions of a Stock Purchase and Restriction Agreement as required by the Plan.

Equity Participation. (a) The Company shall grant to the Employee an incentive initial stock option (the "Initial Option") to purchase THREE PERCENT Eighty Thousand (.0075%80,000) OF THE TOTAL SHARES OF THE CLASS shares of the Class B (RESTRICTED VOTING AND TRANSFER RIGHTS) COMMON STOCK OF THE COMPANY EQUAL TO 75,000 SHARES OF COMMON STOCK) at a Common Stock, par value $ .001 $.01 per share, of the Company ("Class B Common Stock"). The Company plans to offer an additional 2,345,679 shares in two offerings to private investors in early 1997. This grant will be adjusted on a pro-rata basis to maintain the .0075% ratio on outstanding shares. If the offering is fully subscribed this will result in an additional 17,593 options being issue to the Employee. There will be no dilution protection after this supplemental grant. The Initial Option shall vest as follows: 1/3 of in accordance with the shares schedule set forth on SCHEDULE B and shall vest on the Commencement Date of this Agreement, AND ADDITIONAL 1/3 shares shall vest on the first anniversary of the Commencement Date of this Agreement and AN ADDITIONAL 1/3 shall vest on the second anniversary of the Commencement Date of this Agreementbe an incentive stock option. The exercise price of the Initial Option shall be fixed at seventy-five the fair market value of the Class B Common Stock on the date of this Agreement. The parties expect that such fair market value will be Five Dollars (75$5.00) cents per share. The actual dollar amount of such fair market value, however, shall be determined by the Board. The Initial Option shall be subject to and in accordance with the provisions of the 1997 Stock Option Plan of the Company Company, as amended (the "Plan") ), substantially in the form attached hereto as part of SCHEDULE B however where this Agreement is different then the language and provisions in this Agreement shall govern.C. (b) Notwithstanding The Company may grant to the foregoing, Employee additional stock options under the Plan as determined by the Option shall become fully vested upon the occurrence of one Committee of the following events: (a) the sale of the Company Board from time to an unrelated third party by way of merger, sale of assets or sale of capital stock of the Company, (b) the sale by the Company of more than seventeen percent (17%) of time in its outstanding Common Stock on a fully-diluted basis to an unrelated third party (excluding any sales to venture funds currently under consideration by the Company with whom discussions began prior to the Commencement Date of this Agreement), or (c) the filing by the Company of a registration statement on Form S-1 in connection with an underwritten initial public offeringsole discretion. (c) In addition to the foregoing Option, if the Company completes an underwritten initial public offering of its Common Stock within three (3) years from the date of this Agreement with an enjoys a market cap of $200 million or more during it's first day of trading as a public company, then the Employee shall be entitled to receive an additional option for 50,000 shares of the Class B Common Stock of the Company calculated on a like basis with the Option granted above in paragraph 1.0 (a) ("the IPO Option"). These options shall be granted on the day after the Initial Public Offering and are fix priced at seventy-five cents (75) per share. (d) All shares of Class B Common Stock issued under the Option or the IPO Initial Option shall be subject to the terms and provisions of a Stock Purchase and Restriction Agreement as required by the Plan. (d) Notwithstanding the foregoing, all of the Employee's then remaining unvested options shall automatically become vested upon the termination of this Agreement pursuant to Sections 8.1(a), 8.2 or 8.4(a) or immediately prior to the occurrence of a Change of Control of the Company. For the purposes of this Agreement, a "Change of Control" shall mean: (i) the sale, transfer, assignment or other disposition (including by merger or consolidation) by stockholders of the Company, in one transaction or a series of related transactions, of more than a majority of the voting power represented by the then outstanding capital stock of the Company to one or more stockholders or other third parties, other than any such sales, transfers, assignments or other dispositions by such stockholders to their respective heirs or affiliates; or (ii) a sale, transfer, assignment or other disposition (including by merger or consolidation), of all of the outstanding stock of the Company, or of all or substantially all of the assets of the Company or a liquidation or dissolution of the Company.

Equity Participation. (a) The Company shall grant to the Employee an initial stock option to purchase Three Hundred Thousand (300,000) shares of the Class B Common Stock, par value $.01 per share, of the Company ("Class B Common Stock") (the "Initial Option"). The Initial Option shall vest in accordance with the schedule set for on SCHEDULE B, and shall be an incentive stock option to purchase THREE PERCENT (.0075%) OF THE TOTAL SHARES OF THE CLASS B (RESTRICTED VOTING AND TRANSFER RIGHTS) COMMON STOCK OF THE COMPANY EQUAL TO 75,000 SHARES OF COMMON STOCK) at a par value $ .001 per share. The Company plans to offer an additional 2,345,679 shares in two offerings to private investors in early 1997. This grant will be adjusted on a pro-rata basis to maintain the .0075% ratio on outstanding shares. If extent allowed by the offering is fully subscribed this will result in an additional 17,593 options being issue to the Employee. There will be no dilution protection after this supplemental grant. The Option shall vest as follows: 1/3 of the shares shall vest on the Commencement Date of this Agreement, AND ADDITIONAL 1/3 shares shall vest on the first anniversary of the Commencement Date of this Agreement and AN ADDITIONAL 1/3 shall vest on the second anniversary of the Commencement Date of this Agreementvesting schedule. The exercise price of the Initial Option shall be fixed at seventy-five Two Dollars (75$2.00) cents per share, which is the fair market value of the Class B Common Stock on the date of this Agreement as determined by the Board. The Initial Option shall be subject to and in accordance with the provisions of the 1997 Stock Option Plan of the Company Company, as amended (the "Plan") ), substantially in the form attached hereto as part of SCHEDULE B. (b) The Company shall grant to the Employee an additional non-qualified stock option under the Plan to purchase up to Three Hundred Thousand (300,000) shares of Class B however where Common Stock (the "Incentive-Based Option"). The Incentive-Based Option shall vest in full on the fifth anniversary of this Agreement is different then Agreement, unless such option vests earlier pursuant to the language and provisions in this Agreement terms set forth on SCHEDULE B. The exercise price of the Incentive-Based Option shall governbe Two Dollars ($2.00) per share. (bc) Notwithstanding the foregoing, one hundred percent (100%) of the Option Employee's then remaining unvested options shall become fully vested upon the occurrence of one the acquisition of a majority of the following events: (a) the sale capital stock of the Company to by an unrelated third party by way of merger, sale of assets assets, or sale of capital stock of the Company, (b) the sale by the Company of more than seventeen percent (17%) of its outstanding Common Stock on that results in a fully-diluted basis to an unrelated third party (excluding any sales to venture funds currently under consideration by the Company with whom discussions began prior to the Commencement Date of this Agreement), or (c) the filing by the Company of a registration statement on Form S-1 in connection with an underwritten initial public offering. (c) In addition to the foregoing Option, if the Company completes an underwritten initial public offering of its Common Stock within three (3) years from the date of this Agreement with an enjoys a market cap of $200 million or more during it's first day of trading as a public company, then the Employee shall be entitled to receive an additional option for 50,000 shares change of the Class B Common Stock Company's Chief Executive Officer within a period of 18 months following the Company calculated on a like basis with the Option granted above in paragraph 1.0 (a) ("the IPO Option"). These options shall be granted on the day after the Initial Public Offering and are fix priced at seventy-five cents (75) per sharetransaction. (d) All shares of Class B Common Stock issued under the either the Initial Option or the IPO Incentive-Based Option shall be subject to the terms and provisions of a Stock Purchase and Restriction Agreement as required by the Plan. (e) During the sixty (60) day period following the effective date of this Agreement, the Employee shall have the right to purchase up to One Hundred Thousand (100,000) shares of the Company's Class A Common Stock, par value $.01 per share, at a purchase price of Three Dollars ($3.00) per share. The Employee may exercise such right by delivering a letter to the Chief Financial Officer of the Company specifying the number of shares to be purchased, accompanied by a check payable to the Company for the full purchase price for the shares to be purchased.

Equity Participation. (a) The Company shall grant to the Employee an incentive stock option to purchase THREE PERCENT three percent (.00753%) OF THE TOTAL SHARES OF THE CLASS of the total shares of the Class B (RESTRICTED VOTING AND TRANSFER RIGHTSrestricted voting and transfer rights) COMMON STOCK OF THE COMPANY EQUAL TO 75,000 SHARES OF COMMON STOCK) common stock of the Company equal to 300,000 shares of common stock at a par value $ .001 $.01 per share. The Company plans to offer an additional 2,345,679 shares in two offerings to private investors in early 1997. This grant will be adjusted on a pro-rata basis to maintain the .00753% ratio on outstanding shares. If the offering is fully subscribed this will result in an additional 17,593 70,370 options being issue to the Employee. There will be no dilution protection after this supplemental grant. The Option shall vest as follows: 1/3 of the shares shall vest on the Commencement Date of this Agreement, AND ADDITIONAL 1/3 shares shall vest on the first anniversary of the Commencement Date of this Agreement Agreement, and AN ADDITIONAL 1/3 shall vest on the second anniversary of the Commencement Date of this Agreement. The exercise price of the Option shall be fixed at seventy-five .75 cents (75.75) cents per share. The Option shall be subject to and in accordance with the provisions of the 1997 1996 Stock Option Plan of the Company (the "Plan") substantially in the form attached hereto as SCHEDULE B however where this Agreement is different then the language and provisions in this Agreement shall govern. (b) Notwithstanding the foregoing, the Option shall become fully vested upon the occurrence of one of the following events: (a) the sale of the Company to an unrelated third party by way of merger, sale of assets or sale of capital stock of the Company, (b) the sale by the Company of more than seventeen percent (17%) of its outstanding Common Stock on a fully-diluted basis to an unrelated third party (excluding any sales to venture funds currently under consideration by the Company with whom discussions began prior to the Commencement Date of this Agreement), or (c) the filing by the Company of a registration statement on Form S-1 in connection with an underwritten initial public offering. (c) In addition to the foregoing Option, if the Company completes an underwritten initial public offering of its Common Stock within three (3) years from the date of this Agreement with an enjoys a market cap of $200 million or more during it's first day of trading as a public company, then the EXECUTIVE EMPLOYMENT AGREEMENT - XXXXX XXXXXX Employee shall be entitled to receive an additional option for 50,000 200,000 Qualified Contingent on Attorneys Opinion shares of the Class B Common Stock of the Company calculated on a like basis with the Option granted above in paragraph 1.0 4.3 (a) ("the IPO Option"). These options shall be granted on the day after the Initial Public Offering and are fix priced at seventy-five .75 cents (75.75) per share. (d) All shares of Common Stock issued under the Option or the IPO Option shall be subject to the terms and provisions of a Stock Purchase and Restriction Agreement as required by the Plan.

Equity Participation. (a) The As a signing bonus, the Company shall grant to the Employee an incentive stock option to purchase THREE PERCENT promptly (.0075%and in any event, within 5 business days) OF THE TOTAL SHARES OF THE CLASS B (RESTRICTED VOTING AND TRANSFER RIGHTS) COMMON STOCK OF THE COMPANY EQUAL TO 75,000 SHARES OF COMMON STOCK) at a par value $ .001 per share. The Company plans to offer an additional 2,345,679 shares in two offerings to private investors in early 1997. This grant will be adjusted on a pro-rata basis to maintain the .0075% ratio on outstanding shares. If the offering is fully subscribed this will result in an additional 17,593 options being issue to the Employee. There will be no dilution protection after this supplemental grantExecutive 1,500,000 shares of the Company’s Restricted Common Stock. The Option Executive shall vest as follows: 1/3 not directly or indirectly sell, transfer or otherwise dispose of 750,000 of such shares for a period of one year and the remaining 750,000 shares shall vest on for a period of two years, except for sales, transfers or other dispositions made to family members, for estate planning purposes, or pursuant to a qualified domestic relations order; provided that the Commencement Date transferee in such instance agrees in writing to be similarly bound to such transfer restriction. For the avoidance of this Agreementdoubt, AND ADDITIONAL 1/3 all 1,500,000 shares shall vest on the first anniversary of the Commencement Date of this Agreement are immediately earned upon issuance and AN ADDITIONAL 1/3 shall vest on the second anniversary of the Commencement Date of this Agreement. The exercise price of the Option shall be fixed at seventy-five (75) cents per share. The Option shall be not subject to and any vesting or repurchase right in accordance with the provisions of the 1997 Stock Option Plan favor of the Company or any other person. The shares will bear a customary restrictive legend that refers to the aforementioned transfer restriction and applicable transfer restrictions under the Securities Act of 1933 and the stop transfer orders shall be imposed against the shares. (b) The Executive shall be eligible to participate in the Company's 2006 Stock Plan (the "Plan") substantially in ). The Executive shall, upon execution of this Agreement, be granted options to acquire 2,250,000 shares of Common Stock, $0.001 par value, of the form attached hereto as SCHEDULE B however where this Agreement is different then Company pursuant to the language and provisions in this Agreement shall govern. (b) Notwithstanding Plan. Upon signing of the foregoingEmployment Agreement, 234,375 shares underlying the Option shall become fully vested vested. The remaining 2,015,625 shares underlying the Option shall vest in equal monthly installments of 46,875 shares; provided that the Option shall immediately vest upon the occurrence a Change of one Control (as defined below) of the following events: (a) the sale Executive, termination of the Executive by the Company without Cause (as defined below), or the cessation by the Executive of his employment with the Company for Good Reason (as defined below). Such options are intended to be nonqualified stock options, with an unrelated third party by way of merger, sale of assets or sale of capital stock exercise price equal to the fair market value of the Company, (b) the sale by the Company of more than seventeen percent (17%) of its outstanding ’s Common Stock on a fully-diluted basis to an unrelated third party (excluding any sales to venture funds currently under consideration by the Company with whom discussions began prior to the Commencement Date of this Agreement), or (c) the filing by the Company of a registration statement on Form S-1 in connection with an underwritten initial public offering. (c) In addition to the foregoing Option, if the Company completes an underwritten initial public offering of its Common Stock within three (3) years from the date of this Agreement with an enjoys a market cap grant. The term of $200 million or more during it's first day of trading as a public company, then the Employee shall option will be entitled to ten years. The Executive will receive an additional option for 50,000 shares grants in the future as may be determined by the board of directors of the Class B Common Stock of the Company calculated on a like basis with the Option granted above in paragraph 1.0 (a) ("the IPO Option"). These options shall be granted on the day after the Initial Public Offering and are fix priced at seventy-five cents (75) per shareCompany. (d) All shares of Common Stock issued under the Option or the IPO Option shall be subject to the terms and provisions of a Stock Purchase and Restriction Agreement as required by the Plan.

Equity Participation. (a) The Company shall grant to the Employee an incentive stock option to purchase THREE PERCENT three percent (.00753%) OF THE TOTAL SHARES OF THE CLASS of the total shares of the Class B (RESTRICTED VOTING AND TRANSFER RIGHTSrestricted voting and transfer rights) COMMON STOCK OF THE COMPANY EQUAL TO 75,000 SHARES OF COMMON STOCK) common stock of the Company equal to 300,000 shares of common stock at a par value $ .001 $.01 per share. The Company plans to offer an additional 2,345,679 shares in two offerings to private investors in early 1997. This grant will be adjusted on a pro-rata basis to maintain the .00753% ratio on outstanding shares. If the offering is fully subscribed this will result in an additional 17,593 70,370 options being issue to the Employee. There will be no dilution protection after this supplemental grant. The Option shall vest as follows: 1/3 of the shares shall vest on the Commencement Date of this Agreement, AND ADDITIONAL 1/3 shares shall vest on the first anniversary of the Commencement Date of this Agreement Agreement, and AN ADDITIONAL 1/3 shall vest on the second anniversary of the Commencement Date of this Agreement. The exercise price of the Option shall be fixed at seventy-five 75 cents (75$.75) cents per share. The Option shall be subject to and in accordance with the provisions of the 1997 1996 Stock Option Plan of the Company (the "Plan") substantially in the form attached hereto as SCHEDULE B however where this Agreement is different then the language and provisions in this Agreement shall govern. (b) Notwithstanding the foregoing, the Option shall become fully vested upon the occurrence of one of the following events: (a) the sale of the Company to an unrelated third party by way of merger, sale of assets or sale of capital stock of the Company, (b) the sale by the Company of more than seventeen percent (17%) of its outstanding Common Stock on a fully-diluted basis to an unrelated third party (excluding any sales to venture funds currently under consideration by the Company with whom discussions began prior to the Commencement Date of this Agreement), or (c) the filing by the Company of a registration statement on Form S-1 in connection with an underwritten initial public offering. (c) In addition to the foregoing Option, if the Company completes an underwritten initial public offering of its Common Stock within three (3) years from the date of this Agreement with an enjoys a market cap of $200 million or more during it's first day of trading as a public company, then the EXECUTIVE EMPLOYMENT AGREEMENT - XXXXX XXXXXX Employee shall be entitled to receive an additional option for 50,000 200,000 Qualified Contingent on Attorneys Opinion shares of the Class B Common Stock of the Company calculated on a like basis with the Option granted above in paragraph 1.0 (a4.3(a) (the "the IPO Option"). These options shall be granted on the day after the Initial Public Offering and are fix priced at seventy-five 75 cents (75$.75) per share. (d) All shares of Common Stock issued under the Option or the IPO Option shall be subject to the terms and provisions of a Stock Purchase and Restriction Agreement as required by the Plan.