Common use of Grant of Stock Options Clause in Contracts

Grant of Stock Options. (i) Effective as of the Commencement Date, the Company shall grant to the Executive an option (the "Option") to purchase 8,000,000 shares of common stock of the Company, par value $0.0001 per share (the "Common Stock") with an exercise price equal to th Fair Market Value of the Common Stock on the date of grant (as defined under the Company's Amended and Restated 2007 Stock Option Plan (as amended from time to time, the "Plan"), pursuant to the terms of the Notice of Grant of Stock Option and Stock Option Agreement, each of which are attached hereto as Exhibit A, and subject to the terms of the Plan. (A) Stockholders Agreements. Upon the Executive's exercis of Options granted pursuant to the terms and conditions .of the Plan, the Executiv shall execute and deliver a joinder or counterpart signature page to the Company Second Amended and Restated Investor Rights Agreement, Second Amended an Restated Registration Rights Agreement and Second Amended and Restate Right of First Refusal and Co-Sale Agreement, in each case, by and among th Company and its stockholders and as the same may be amended or restated fro time to time (collectively, the "Stockholders Agreements"). (ii) Prior to the grant of the Option to Executive, the Board shall take or cause to be taken all necessary actions to increase the number of reserved and unallocated shares of Common Stock issuable under the Plan to provide the Board with the ability to grant Awards (as such term is defined in the Plan) of up to 18,835,000 shares of Common Stock, in th aggregate, after the Option is granted ("Option Plan Expansion"). The Option Plan Expansion shall be available for grant to new management team hires and to retain existing talent, as recommended by Executive and approved by the Board. (iii) No Obligation of Continued Employment. Notwithstanding th foregoing agreement to grant the Option to the Executive subject to vesting over time, it i expressly understood and agreed that the Company does not now, nor hereafter shall have, an obligation to continue the Executive in its employ whether or not on a full-time basis, after th end of the Term. 5.

Grant of Stock Options. (i) Effective as of As an inducement to the Commencement DateExecutive to enter into this Agreement, the Company shall hereby agrees to cause the Stock Option Committee of the Board to grant to the Executive an option (pursuant to, and subject to stockholder approval of, the Salton/Maxim Housewares, Inc. 1998 Stock Option Plan (the "Option1998 Plan")): (i) on December 18, 1998, stock options to purchase 8,000,000 63,179 shares of common stock of the Company, par value $0.0001 per share (the "Common Stock") Stock with an exercise price equal to th Fair the closing price of the Common Stock reported on the Nasdaq National Market Value on December 18, 1998; and (ii) On December 17, 1999, stock options to purchase 63,179 shares of Common Stock with an exercise price equal to the closing price of the Common Stock on the Nasdaq National Market on December 17, 1999; provided that the foregoing stock option grants need not be made if prior to the required date of grant (as defined under the Company's Amended and Restated 2007 Stock Option Plan (as amended from time to time, the "Plan"), pursuant to the terms of the Notice of Grant of Stock Option and Stock Option Agreement, each of which are attached hereto as Exhibit A, and subject to the terms of the Plan. (A) Stockholders Agreements. Upon such grants the Executive's exercis of Options employment is terminated for Cause or if the Executive's employment is terminated without Good Reason or due to his death or Disability. The stock options to be granted pursuant to this Section 5.1 are collectively referred to herein as the "Stock Options." The Company agrees to use its reasonable best efforts (which shall include the solicitation of proxies) to obtain stockholder approval of the 1998 Plan as soon as practicable. In the event that (i) the 1998 Plan is not approved by stockholders on or prior to December 18, 1998, or (ii) the Stock Option Committee of the Board fails to grant the aforementioned Stock Options for any reason other than the termination of the Executive's employment for Cause or by the Executive for Good Reason, death or Disability, then the Company agrees to grant to the Executive stock appreciation rights which provide the Executive with substantially the same benefits as the Stock Options (as if the Executive continued to be an employee of the Company). The term of the Stock options will be ten (10) years and one-third of the Stock Options will vest each anniversary of December 19, 1997. The other terms and conditions .of of the Stock Options will be set forth in the 1998 Plan. Notwithstanding the foregoing, in the event that prior to December 17, 1999, the Executiv Company announces a Change of Control, then upon consummation of such Change of Control, the Executive shall execute and deliver a joinder or counterpart signature page be entitled to elect to receive in lieu of the exercise of any of the Stock Options which are required to be granted to the Company Second Amended Executive in accordance with this Section 5.1 a lump sum payment upon such Change of Control in an amount equal to (i) the difference between (x) the average of the closing price of the Common Stock reported on the Nasdaq National Market for the five trading days immediately preceding the Change of Control and Restated Investor Rights Agreement(y) $15.25, Second Amended an Restated Registration Rights Agreement and Second Amended and Restate Right of First Refusal and Co-Sale Agreement, in each case, multiplied by and among th Company and its stockholders and as the same may be amended or restated fro time to time (collectively, the "Stockholders Agreements"). (ii) Prior to the grant of the Option to Executive, the Board shall take or cause to be taken all necessary actions to increase the number of reserved and unallocated shares of Common Stock issuable under the Plan to provide the Board with the ability to grant Awards (as such term is defined in the Plan) of up to 18,835,000 shares of Common Stock, in th aggregate, after the Option is granted ("Option Plan Expansion"). The Option Plan Expansion shall be available for grant to new management team hires and to retain existing talent, as recommended by Executive and approved by the Board. (iii) No Obligation of Continued Employment. Notwithstanding th foregoing agreement to grant the Option subject to the Executive subject to vesting over time, it i expressly understood and agreed that the Company does not now, nor hereafter shall have, an obligation to continue the Executive in its employ whether or not on a full-time basis, after th end of the Term. 5Stock Options.

Grant of Stock Options. (ia) Effective For good and valuable consideration, on and as of the Commencement Grant Date, the Company shall grant irrevocably grants to the Executive an option Participant the following Stock Options: (i) the Time Option and (ii) Performance Option I and (iii) Performance Option II, in each case on the terms and conditions set forth in this Agreement. (b) Subject to Section 2(d), the exercise price per Share covered by the Stock Option (the "Option"“Exercise Price”) shall be as set forth on the signature page hereof. (c) Nothing in this Agreement or in the Plan shall confer upon the Participant any right to purchase 8,000,000 shares continue in the employ of common stock any Group Company or shall interfere with or restrict in any way the rights of the Group Companies, which are hereby expressly reserved, to terminate the employment of the Participant at any time for any reason whatsoever, with or without cause, and the Participant hereby acknowledges and agrees that neither a Group Company nor any other person has made any representations or promises whatsoever to the Participant concerning the Participant’s employment or continued employment by a Group Company. (d) The Stock Option shall be subject to the adjustment provisions of Section 7 of the Plan, provided, however, that in the event of the payment of an extraordinary cash dividend by the Company to its stockholders, then: first, the Exercise Prices of the Stock Option shall be equitably reduced with respect to the amount of the dividend paid, but only to the extent the Committee determines it to be permitted under applicable tax laws; and second, if such reduction cannot be fully effected due to such tax laws and it will not have adverse tax consequences to the Participant or the Company, par value $0.0001 per share the Committee shall make such provision as it deems appropriate, in the Committee’s sole discretion, as to any further actions to be taken with respect to the Stock Option. (e) As a condition of, and in connection with, the "Common Stock") with an exercise price equal to th Fair Market Value grant of the Common Stock on Option hereunder, the date of grant Participant shall enter into an Agreement to Protect Company Interests, which shall provide for a Restriction Period (as defined under thereunder) of such duration as is set forth on the Company's Amended and Restated 2007 Stock Option Plan (as amended from time to timesignature page hereof opposite the term Restriction Period, in the "Plan"), pursuant to the terms of the Notice of Grant of Stock Option and Stock Option Agreement, each of which are form attached hereto as Exhibit A, and subject (“Agreement to the terms of the Plan. (A) Stockholders Agreements. Upon the Executive's exercis of Options granted pursuant to the terms and conditions .of the Plan, the Executiv shall execute and deliver a joinder or counterpart signature page to the Protect Company Second Amended and Restated Investor Rights Agreement, Second Amended an Restated Registration Rights Agreement and Second Amended and Restate Right of First Refusal and Co-Sale Agreement, in each case, by and among th Company and its stockholders and as the same may be amended or restated fro time to time (collectively, the "Stockholders Agreements"Interests”). (ii) Prior to the grant of the Option to Executive, the Board shall take or cause to be taken all necessary actions to increase the number of reserved and unallocated shares of Common Stock issuable under the Plan to provide the Board with the ability to grant Awards (as such term is defined in the Plan) of up to 18,835,000 shares of Common Stock, in th aggregate, after the Option is granted ("Option Plan Expansion"). The Option Plan Expansion shall be available for grant to new management team hires and to retain existing talent, as recommended by Executive and approved by the Board. (iii) No Obligation of Continued Employment. Notwithstanding th foregoing agreement to grant the Option to the Executive subject to vesting over time, it i expressly understood and agreed that the Company does not now, nor hereafter shall have, an obligation to continue the Executive in its employ whether or not on a full-time basis, after th end of the Term. 5.

Grant of Stock Options. (i) Effective as of the Commencement Date, the The Company shall grant to the Executive an option (the "Option") options to purchase 8,000,000 600,000 shares of common stock of the Company, par value $0.0001 per share (the "Common Stock") Company with an exercise price equal to th Fair Market Value fair market value as of such date, with a ten-year term, and with 200,000 options being immediately vested and fully exercisable and the remaining 400,000 options vesting in monthly equal amounts over a four-year period commencing one year from the date hereof, provided, however that the vesting of such options may be accelerated in accordance with Exhibit A attached hereto upon the achievement of certain milestones detailed thereon, as may be amended from time to time by the Board of Directors. The Executive’s stock option position will be reviewed by the Compensation Committee of the Common Stock on the date Board of grant (as defined under the Company's Amended and Restated 2007 Stock Option Plan (as amended Directors from time to time, but in no event less than annually, and increases in such stock option position may be awarded dependent upon the "Plan")performance of the Executive. To the maximum extent permissible under the Internal Revenue Code of 1986, pursuant as amended (the “Code”) stock options granted to the terms Executive shall be “incentive stock options” as defined in Section 422 of the Notice of Grant of Stock Option and Stock Option Agreement, each of which are attached hereto as Exhibit A, and subject to the terms of the PlanCode. (A) Stockholders Agreements. Upon the Executive's exercis of Options granted pursuant to the The general terms and conditions .of the Plan, the Executiv shall execute and deliver a joinder or counterpart signature page of stock options granted to the Company Second Amended and Restated Investor Rights AgreementExecutive shall be in accordance with the stockholder-approved plans established for the granting of options, Second Amended an Restated Registration Rights Agreement and Second Amended and Restate Right of First Refusal and Co-Sale Agreement, in each case, by and among th Company and its stockholders and as the same may be amended or restated fro from time to time and the Company’s customary form of stock option agreement; provided that in the event of the Executive’s termination of employment (collectivelyi) by the Company without Cause, the "Stockholders Agreements"). or (ii) Prior by the Executive for Good Reason, the Executive’s then outstanding stock options shall be exercisable with respect to the grant that portion of such stock options which is vested as of the Option to Executive’s termination for the remainder of their original ten-year term. In addition, notwithstanding anything herein, in any of the Company’s stock option plans or in any stock option agreement between the Company and the Executive, the Board shall take or cause to be taken upon a Change of Control all necessary actions to increase the number of reserved and unallocated shares of Common Stock issuable under the Plan to provide the Board with the ability to grant Awards (as such term is defined in the Plan) of up to 18,835,000 shares of Common Stock, in th aggregate, after the Option is granted ("Option Plan Expansion"). The Option Plan Expansion shall be available for grant to new management team hires and to retain existing talent, as recommended by Executive and approved stock options then held by the Board. (iii) No Obligation Executive shall vest immediately prior to such Change of Continued Employment. Notwithstanding th foregoing agreement to grant the Option to the Executive subject to vesting over time, it i expressly understood and agreed that the Company does not now, nor hereafter shall have, an obligation to continue the Executive in its employ whether or not on a full-time basis, after th end of the Term. 5Control.

Grant of Stock Options. (i) Effective as of the Commencement Date, the The Company shall grant to the Executive an option (the "Option") options to purchase 8,000,000 600,000 shares of common stock of the Company, par value $0.0001 per share (the "Common Stock") Company with an exercise price equal to th Fair Market Value fair market value as of such date, with a ten-year term, and with 200,000 options being immediately vested and fully exercisable and the remaining 400,000 options vesting in monthly equal amounts over a four-year period commencing one year from the date hereof, provided, however that the vesting of such options may be accelerated in accordance with Exhibit A attached hereto upon the achievement of certain milestones detailed thereon, as may be amended from time to time by the Board of Directors. The Executive’s stock option position will be reviewed by the Compensation Committee of the Common Stock on the date Board of grant (as defined under the Company's Amended and Restated 2007 Stock Option Plan (as amended Directors from time to time, but in no event less than annually, and increases in such stock option position may be awarded dependent upon the "Plan")performance of the Executive. To the maximum extent permissible under the Internal Revenue Code of 1986, pursuant as amended (the “Code”) stock options granted to the terms Executive shall be “incentive stock options” as defined in Section 422 of the Notice of Grant of Stock Option and Stock Option Agreement, each of which are attached hereto as Exhibit A, and subject to the terms of the PlanCode. (A) Stockholders Agreements. Upon the Executive's exercis of Options granted pursuant to the The general terms and conditions .of the Plan, the Executiv shall execute and deliver a joinder or counterpart signature page of stock options granted to the Company Second Amended and Restated Investor Rights AgreementExecutive shall be in accordance with the stockholder-approved plans established for the granting of options, Second Amended an Restated Registration Rights Agreement and Second Amended and Restate Right of First Refusal and Co-Sale Agreement, in each case, by and among th Company and its stockholders and as the same may be amended or restated fro from time to time and the Company’s customary form of stock option agreement; provided that in the event of the Executive’s termination of employment (collectivelyi) by the Company without Cause, the "Stockholders Agreements"). or (ii) Prior by the Executive for Good Reason, the Executive’s then outstanding stock options shall be exercisable with respect to that portion of such stock options which is vested as of the Executive’s termination for the remainder of their original ten-year term, and further provided that if one of the milestones described above has been met and in the event of (a) the expiration of this Agreement without an offer by the Company to renew or extend this Agreement on terms individually and in the aggregate no less favorable than those provided for herein or (b) Executive’s termination of employment (i) by the Company without Cause, or (ii) by the Executive for Good Reason, the Executive’s then outstanding stock options shall vest immediately prior to the grant expiration of this Agreement or Executive’s termination, as applicable, and shall be exercisable for the remainder of their original ten-year term. In addition, notwithstanding anything herein, in any of the Option to Company’s stock option plans or in any stock option agreement between the Company and the Executive, the Board shall take or cause to be taken upon a Change of Control all necessary actions to increase the number of reserved and unallocated shares of Common Stock issuable under the Plan to provide the Board with the ability to grant Awards (as such term is defined in the Plan) of up to 18,835,000 shares of Common Stock, in th aggregate, after the Option is granted ("Option Plan Expansion"). The Option Plan Expansion shall be available for grant to new management team hires and to retain existing talent, as recommended by Executive and approved stock options then held by the Board. (iii) No Obligation Executive shall vest immediately prior to such Change of Continued Employment. Notwithstanding th foregoing agreement to grant the Option to the Executive subject to vesting over time, it i expressly understood and agreed that the Company does not now, nor hereafter shall have, an obligation to continue the Executive in its employ whether or not on a full-time basis, after th end of the Term. 5Control.

Grant of Stock Options. The Company hereby grants to the Executive options to acquire 299,295 shares of the Company’s Class C Common Stock, $.01 par value per share (the “Stock Options”), at an exercise price to be established by the Company’s compensation committee, in good faith, based on the valuation range for the Company of $40 million to $75 millions which is based upon commercially reasonable valuation methodologies utilized in the marketplace to value comparable companies, and, pursuant to the terms and conditions of such Stock Option Plan (the “Option Plan”) as may be adopted by the Company and such Stock Option Agreement as may be entered into between the Executive and the Company (the “Award Agreement”). The exercise price will be established by no later than July 15, 2005. The Award Agreement shall provide: (i) Effective the Executive with “Tag-Along Rights” which are not materially different from those set forth in Exhibit A hereto, (ii) with respect to vested options, the Executive shall be permitted to exercise such options at any time after such options become vested, (iii) the Company shall not have any repurchase right with respect to vested options or the shares of capital stock issued upon exercise of such options. The Award Agreement shall contain such other provisions as may be mutually agreed upon between the Company and the Executive. To the extent of any inconsistency between the terms of the Option Plan and the Award Agreement, the terms of the Award Agreement shall control. The Stock Options shall vest in equal installments of 1/48 on a monthly basis beginning as of the Commencement Date, provided, however, that all Stock Options shall vest if, after a Change of Control occurs, (i) the Executive’ employment is terminated by the Company shall grant other than for Cause (as hereinafter defined) or (ii) the Executive terminates his employment hereunder for Good Reason (as hereinafter defined). The Company represents and warrants to the Executive an option (that as of the "Option") to purchase 8,000,000 shares date hereof the Class C Common Stock for which the Stock Options are exercisable constitute 1.5% of the fully-diluted common stock equity of the Company, par value $0.0001 per share (the "Common Stock") with an exercise price equal to th Fair Market Value of the Common Stock on the date of grant (as defined under the Company's Amended and Restated 2007 Stock Option Plan (as amended from time to time, the "Plan"), pursuant to the terms of the Notice of Grant of Stock Option and Stock Option Agreement, each of which are attached hereto as Exhibit A, and subject to the terms of the Plan. (A) Stockholders Agreements. Upon the Executive's exercis of Options granted pursuant to the terms and conditions .of the Plan, the Executiv shall execute and deliver a joinder or counterpart signature page to the Company Second Amended and Restated Investor Rights Agreement, Second Amended an Restated Registration Rights Agreement and Second Amended and Restate Right of First Refusal and Co-Sale Agreement, in each case, by and among th Company and its stockholders and as the same may be amended or restated fro time to time (collectively, the "Stockholders Agreements"). (ii) Prior to the grant of the Option to Executive, the Board shall take or cause to be taken all necessary actions to increase the number of reserved and unallocated shares of Common Stock issuable under the Plan to provide the Board with the ability to grant Awards (as such term is defined in the Plan) of up to 18,835,000 shares of Common Stock, in th aggregate, after the Option is granted ("Option Plan Expansion"). The Option Plan Expansion shall be available for grant to new management team hires and to retain existing talent, as recommended by Executive and approved by the Board. (iii) No Obligation of Continued Employment. Notwithstanding th the foregoing agreement to grant the Option to the Executive subject to vesting over timeStock Options, it i is expressly understood and agreed that the Company does not now, nor hereafter shall have, an any obligation to continue the Executive in its employ whether or not on a full-time basis, after th the end of the Term. 5.

Grant of Stock Options. (ia) Effective PICM agrees to grant to MAI the right and option to purchase up to 437,320 shares of PICM Common Stock (but not more than 4.9% of the outstanding PICM Common Stock at the time of exercise) at a cash price of $26.00 per share under the terms and conditions of the form of the Stock Option Agreement attached hereto as Exhibit C (the "PICM Stock Option Agreement"). PICM and MAI shall execute the PICM Stock Option Agreement simultaneously with the execution of this Agreement, and PICM shall reserve from the authorized and unissued shares of PICM Common Stock the number of shares to be issued upon the exercise of the PICM Stock Option Agreement so long as such options are unexercised and have not expired or been terminated. The option granted to MAI under the PICM Stock Option Agreement shall not be considered as outstanding options to acquire PICM Common Stock as of the Commencement Date, the Company shall PICM Effective Time for purposes of this Agreement. (b) MAI agrees to grant to PICM the Executive an right and option to purchase up to 1,146,838 shares of MAI Common Stock (but not more than 4.9% of the outstanding MAI Common Stock at the time of exercise) at a cash price of $14.26 per share under the terms and conditions of the form of the Stock Option Agreement attached hereto as Exhibit C (the "Option") to purchase 8,000,000 shares of common stock of the Company, par value $0.0001 per share (the "Common Stock") with an exercise price equal to th Fair Market Value of the Common Stock on the date of grant (as defined under the Company's Amended and Restated 2007 MAI Stock Option Plan (as amended from time to time, Agreement" and together with the "Plan"), pursuant to the terms of the Notice of Grant of Stock Option and PICM Stock Option Agreement, each of which are attached hereto as Exhibit A, and subject to the terms of the Plan. (A) Stockholders Agreements. Upon the Executive's exercis of Options granted pursuant to the terms and conditions .of the Plan, the Executiv shall execute and deliver a joinder or counterpart signature page to the Company Second Amended and Restated Investor Rights Agreement, Second Amended an Restated Registration Rights Agreement and Second Amended and Restate Right of First Refusal and Co-Sale Agreement, in each case, by and among th Company and its stockholders and as the same may be amended or restated fro time to time (collectively, the "Stockholders Stock Option Agreements"). (ii) Prior PICM and MAI shall execute the MAI Stock Option Agreement simultaneously with the execution of this Agreement, and MAI shall reserve from the shares of authorized and unissued MAI Common Stock or from its treasury stock the maximum number of shares to be issued upon the grant exercise of the options granted under the MAI Stock Option Agreement so long as such options have not been exercised and have not expired or been terminated. The option granted to Executive, PICM under the Board MAI Stock Option Agreement shall take or cause not be considered as outstanding options to be taken all necessary actions to increase the number of reserved and unallocated shares of acquire MAI Common Stock issuable under at the Plan to provide the Board with the ability to grant Awards (as such term is defined in the Plan) MAI Effective Time for purposes of up to 18,835,000 shares of Common Stock, in th aggregate, after the Option is granted ("Option Plan Expansion"). The Option Plan Expansion shall be available for grant to new management team hires and to retain existing talent, as recommended by Executive and approved by the Board. (iii) No Obligation of Continued Employment. Notwithstanding th foregoing agreement to grant the Option to the Executive subject to vesting over time, it i expressly understood and agreed that the Company does not now, nor hereafter shall have, an obligation to continue the Executive in its employ whether or not on a full-time basis, after th end of the Term. 5this Agreement.

Grant of Stock Options. (i) Effective as of As further consideration for the Commencement DateServices to be provided by Employee hereunder, Employee shall be granted a stock option under the Company shall grant to the Executive an option Company’s 2012 Restated Equity Incentive Plan (the "Option"“Stock Plan”) to purchase 8,000,000 an aggregate of 45,622 shares of common stock of the Company, par value $0.0001 per share ’s Common Stock (the "Common Stock"“Option Shares”). The Option Shares shall vest at the rate of twenty-five percent (25%) with an exercise price equal to th Fair Market Value per year over a four-year period commencing on the first anniversary of the Common Stock on date which is the first day of the month following the date of grant and continuing at the rate of twenty-five percent (25%) on each of the three (3) anniversary dates thereafter. The exercise price for the Option Shares shall be not less than the fair market value of the shares on the Grant Date as defined under determined by the Company's Amended ’s Board. The Option Shares shall be further subject to the provisions of the Stock Plan and Restated 2007 the applicable Stock Option Plan Agreement to be executed by the Company and Employee. In the event the Company consummates a Merger with Nile Therapeutics, Inc. (as amended from time to time“Nile”), a publically traded company, the "Plan"), pursuant number of options to be granted to Employee shall be adjusted on the same terms applicable to other Capricor option holders as required by the terms of the Notice Nile Merger Agreement. Additionally, upon consummation of Grant the merger, the name of Stock Option Nile Therapeutics shall be changed to Capricor Therapeutics, Inc. and Stock Option Agreement, each of which are attached hereto as Exhibit A, any options granted post-merger will be issued by Capricor Therapeutics and subject will enable Employee to acquire shares in that entity similar to the terms of the Planother Capricor option holders. (A) Stockholders Agreements. Upon the Executive's exercis of Options granted pursuant The grant would be subject to the terms and conditions .of of the Stock Option Plan or Equity Incentive Plan then in effect and the specific Stock Option Agreement entered into between Employee and Capricor Therapeutics or Capricor, Inc., whichever is then applicable. If the merger is not consummated, then any stock options granted would be issued by the Company and would entitle Employee to purchase Common Stock of the Company. Notwithstanding anything to the contrary herein or in the Stock Plan, in the Executiv event of any merger with Nile Therapeutics, Inc., Employee shall execute and deliver a joinder not be treated any worse than any other holder of stock options or counterpart signature page to vested shares granted under the Company Second Amended and Restated Investor Rights Agreement, Second Amended an Restated Registration Rights Agreement and Second Amended and Restate Right Company’s Stock Option Plan. After completion of First Refusal and Co-Sale Agreement, in each case, by and among th Company and its stockholders and as the same may be amended or restated fro time to time (collectively, the "Stockholders Agreements"). (ii) Prior to the grant Employee’s first year of the Option to Executiveemployment, the Board of Directors may, in its sole discretion, determine whether additional options shall take or cause be granted to Employee considering, among other things, the successful performance of Employee’s obligations hereunder, provided, however, that nothing herein shall be taken all necessary actions construed to increase create an obligation on the number part of reserved and unallocated shares of Common Stock issuable under the Plan to provide the Board with the ability Company to grant Awards (as such term is defined in the Plan) of up to 18,835,000 shares of Common Stock, in th aggregate, after the Option is granted ("Option Plan Expansion"). The Option Plan Expansion shall be available for grant to new management team hires and to retain existing talent, as recommended by Executive and approved by the Board. (iii) No Obligation of Continued Employment. Notwithstanding th foregoing agreement to grant the Option to the Executive subject to vesting over time, it i expressly understood and agreed that the Company does not now, nor hereafter shall have, an obligation to continue the Executive in its employ whether or not on a full-time basis, after th end of the Term. 5any additional stock options.

Grant of Stock Options. (i) Effective as of the Commencement Date, the The Company shall may grant to the Executive an option (the "Option") annual stock options to purchase 8,000,000 shares of common stock of the Company, par value $0.0001 per share (the "Common Stock") Company with an exercise price equal to th Fair Market Value the market price of the Common Stock stock on the date of the grant. The decision whether to grant (as defined under options and the quantity to be granted shall be at the sole discretion of the Company's Amended and Restated 2007 Stock Option Plan (as amended ’s Compensation Committee with appropriate consultation with the Chairman of the Board. The Executive’s stock option position will be reviewed by the Compensation Committee of the Board of Directors from time to time, but in no event less than annually, and increases in such stock option position may be awarded dependent upon the "Plan")performance of the Executive and performance factors for the Company. To the maximum extent permissible under the Code, pursuant stock options granted to the terms Executive shall be “incentive stock options” as defined in Section 422 of the Notice of Grant of Stock Option and Stock Option Agreement, each of which are attached hereto as Exhibit A, and subject to the terms of the PlanCode. (A) Stockholders Agreements. Upon the Executive's exercis of Options granted pursuant to the The general terms and conditions .of of stock options granted to the PlanExecutive shall be in accordance with the stockholder-approved plans established for the granting of options, amended from time to time and the Company’s customary form of stock option agreement; provided that in the event of the Executive’s termination of employment (i) by the Company without Cause, or (ii) by the Executive for Good Reason, the Executiv Executive’s outstanding stock options shall execute be exercisable with respect to that portion of such stock options which is vested as of the Executive’s termination for the remainder of their original term. In addition, notwithstanding anything herein, in any of the Company’s stock option plans or in any stock option agreement between the Company and deliver the Executive, upon a joinder Change of Control (as defined in such plans or counterpart signature page agreements) all stock options then held by the Executive shall vest immediately prior to such Change of Control; provided, however, that such acceleration of vesting shall not occur to the Company Second extent that a termination notice under Sections 8 or 11 hereof has been delivered and such termination is ultimately consummated in accordance with such notice. In the event that the Company’s future plans or option agreements do not provide the definition of a Change of Control, and for purposes of Section 9(b) hereof, the definition for purposes of such options and Section 9(b) shall be the same as the definition contained in the Company’s Amended and Restated Investor Rights Agreement, Second Amended an Restated Registration Rights Agreement and Second Amended and Restate Right of First Refusal and Co-Sale Agreement, in each case, by and among th Company and its stockholders and as the same may be amended or restated fro time to time (collectively, the "Stockholders Agreements"). (ii) Prior to the grant of the Option to Executive, the Board shall take or cause to be taken all necessary actions to increase the number of reserved and unallocated shares of Common 1996 Stock issuable under the Plan to provide the Board with the ability to grant Awards (as such term is defined in the Incentive Plan) of up to 18,835,000 shares of Common Stock, in th aggregate, after the Option is granted ("Option Plan Expansion"). The Option Plan Expansion shall be available for grant to new management team hires and to retain existing talent, as recommended by Executive and approved by the Board. (iii) No Obligation of Continued Employment. Notwithstanding th foregoing agreement to grant the Option to the Executive subject to vesting over time, it i expressly understood and agreed that the Company does not now, nor hereafter shall have, an obligation to continue the Executive in its employ whether or not on a full-time basis, after th end of the Term. 5.

Grant of Stock Options. (i) Effective as of As an inducement to the Commencement DateExecutive to enter into this Agreement, the Company shall hereby agrees to cause the Stock Option Committee of the Board to grant to the Executive an option (pursuant to, and subject to stockholder approval of, the Salton/Maxim Housewares, Inc. 1998 Stock Option Plan (the "Option1998 Plan")): (i) on December 18, 1998, stock options to purchase 8,000,000 63,180 shares of common stock of the Company, par value $0.0001 per share (the "Common Stock") Stock with an exercise price equal to th Fair the closing price of the Common Stock reported on the Nasdaq National Market Value on December 18, 1998; and (ii) On December 17, 1999, stock options to purchase 63,180 shares of Common Stock with an exercise price equal to the closing price of the Common Stock on the Nasdaq National Market on December 17, 1999; provided that the foregoing stock option grants need not be made if prior to the required date of grant (as defined under the Company's Amended and Restated 2007 Stock Option Plan (as amended from time to time, the "Plan"), pursuant to the terms of the Notice of Grant of Stock Option and Stock Option Agreement, each of which are attached hereto as Exhibit A, and subject to the terms of the Plan. (A) Stockholders Agreements. Upon such grants the Executive's exercis of Options employment is terminated for Cause or if the Executive's employment is terminated without Good Reason or due to his death or Disability. The stock options to be granted pursuant to this Section 5.1 are collectively referred to herein as the "Stock Options." The Company agrees to use its reasonable best efforts (which shall include the solicitation of proxies) to obtain stockholder approval of the 1998 Plan as soon as practicable. In the event that (i) the 1998 Plan is not approved by stockholders on or prior to December 18, 1998, or (ii) the Stock Option Committee of the Board fails to grant the aforementioned Stock Options for any reason other than the termination of the Executive's employment for Cause or by the Executive for Good Reason, death or Disability, then the Company agrees to grant to the Executive stock appreciation rights which provide the Executive with substantially the same benefits as the Stock Options (as if the Executive continued to be an employee of the Company). The term of the Stock options will be ten (10) years and one-third of the Stock Options will vest each anniversary of December 19, 1997. The other terms and conditions .of of the Stock Options will be set forth in the 1998 Plan. Notwithstanding the foregoing, in the event that prior to December 17, 1999, the Executiv Company announces a Change of Control, then upon consummation of such Change of Control, the Executive shall execute and deliver a joinder or counterpart signature page be entitled to elect to receive in lieu of the exercise of any of the Stock Options which are required to be granted to the Company Second Amended Executive in accordance with this Section 5.1 a lump sum payment upon such Change of Control in an amount equal to (i) the difference between (x) the average of the closing price of the Common Stock reported on the Nasdaq National Market for the five trading days immediately preceding the Change of Control and Restated Investor Rights Agreement(y) $15.25, Second Amended an Restated Registration Rights Agreement and Second Amended and Restate Right of First Refusal and Co-Sale Agreement, in each case, multiplied by and among th Company and its stockholders and as the same may be amended or restated fro time to time (collectively, the "Stockholders Agreements"). (ii) Prior to the grant of the Option to Executive, the Board shall take or cause to be taken all necessary actions to increase the number of reserved and unallocated shares of Common Stock issuable under the Plan to provide the Board with the ability to grant Awards (as such term is defined in the Plan) of up to 18,835,000 shares of Common Stock, in th aggregate, after the Option is granted ("Option Plan Expansion"). The Option Plan Expansion shall be available for grant to new management team hires and to retain existing talent, as recommended by Executive and approved by the Board. (iii) No Obligation of Continued Employment. Notwithstanding th foregoing agreement to grant the Option subject to the Executive subject to vesting over time, it i expressly understood and agreed that the Company does not now, nor hereafter shall have, an obligation to continue the Executive in its employ whether or not on a full-time basis, after th end of the Term. 5Stock Options.