Common use of Incentive Stock Option Plan Clause in Contracts

Incentive Stock Option Plan. Executive shall be entitled to participate in the Company’s 2010 Long-Term Incentive Plan. Promptly following the execution of this Agreement, the Company shall take all actions necessary to issue to Executive a Restricted Stock award under the 2010 Long-Term Incentive Plan of 500,000 shares of the Company’s common stock, vesting 50,000 shares immediately; 50,000 shares on December 31, 2010; and 100,000 shares on December 31st of each of the following four (4) years. Notwithstanding the foregoing, if at any time prior to December 31, 2010, the price of the Company’s common stock closes above $0.20 per share for a period of thirty (30) consecutive trading days, then 50,000 of the shares scheduled to vest on December 31, 2010 will immediately vest. If, at any time prior to December 31, 2011, the price of the Company’s common stock closes above $0.35 per share for a period of thirty (30) consecutive trading days, then 100,000 of the shares scheduled to vest on December 31, 2011 will immediately vest. Except as provided below, such award shall immediately vest on the date of a Change in Control as defined in the Agreement. The Company agrees that its failure to obtain shareholder approval for the issuance of the Restricted Stock award described above within one year from the date hereof shall be a material breach of this Agreement. Any provision herein to the contrary notwithstanding, if acceleration of vesting of any stock option of award would otherwise result in imposition of an excise or penalty tax on Executive under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision thereto, the number of stock options and restricted stock awards as to which vesting is accelerated shall be reduced, pro rata to their relative value, to the extent necessary to avoid such excise or penalty tax, provided the value and amount of such reduction does not exceed the excise or penalty tax avoided. In applying this provision, the rules of Code Section 280G and the Treasury Regulations promulgated thereunder (including any Treasury Regulations providing for valuation of the acceleration of vesting of stock options and restricted stock) shall apply.

Incentive Stock Option Plan. Executive shall be entitled to participate in the Company’s 2010 Long-Term Incentive PlanPlan and future incentive plans while employed by the Company. Promptly following the execution of this Agreement, the Company shall take all actions necessary to issue to Executive a Restricted Stock award under the 2010 Long-Term Incentive Plan of 500,000 250,000 shares of the Company’s common stock, vesting 50,000 shares immediately; 50,000 shares on December 31, 2010; and 100,000 50,000 shares on December 31st of each of the following four (4) years31, 2011. Notwithstanding the foregoing, if at any time prior to December 31, 2010, the price of the Company’s common stock closes above $0.20 per share for a period of thirty (30) consecutive trading days, then 50,000 25,000 of the shares scheduled to vest on December 31, 2010 will immediately vest. If, at any time prior to December 31, 2011, the price of the Company’s common stock closes above $0.35 per share for a period of thirty (30) consecutive trading days, then 100,000 25,000 of the shares scheduled to vest on December 31, 2011 will immediately vest. Except as provided below, such award shall immediately vest on the date of a Change in Control as defined in the Agreement. The Company agrees that its failure to obtain shareholder approval for the issuance of the Restricted Stock award described above within one year from the date hereof shall be a material breach of this Agreement. Any provision herein to the contrary notwithstanding, if acceleration of vesting of any stock option of award would otherwise result in imposition of an excise or penalty tax on Executive under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision thereto, the number of stock options and restricted stock awards as to which vesting is accelerated shall be reduced, pro rata to their relative value, to the extent necessary to avoid such excise or penalty tax, provided the value and amount of such reduction does not exceed the excise or penalty tax avoided. In applying this provision, the rules of Code Section 280G and the Treasury Regulations promulgated thereunder (including any Treasury Regulations providing for valuation of the acceleration of vesting of stock options and restricted stock) shall apply.

Incentive Stock Option Plan. Executive shall be entitled to participate in the Company’s 2010 Long-Term Incentive PlanPlan and future incentive plans while employed by the Company. Promptly following the execution of this Agreement, the Company shall take all actions necessary to issue to Executive a Restricted Stock award under the 2010 Long-Term Incentive Plan of 500,000 250,000 shares of the Company’s common stock, vesting 50,000 shares immediately; 50,000 shares on December 31, 2010; and 100,000 75,000 shares on December 31st 31, 2011; and 75,000 shares on December 31, 2012 . Such shares shall be issued prior to any recently announced stock splits, or shall be adjusted to match the equivalent amount of each of shares herein after the following four (4) yearssplit. Notwithstanding the foregoing, if at any time prior to December 31, 2010, the price of the Company’s common stock closes above $0.20 per share for a period of thirty (30) consecutive trading days, then 50,000 25,000 of the shares scheduled to vest on December 31, 2010 will immediately vest. If, at any time prior to December 31, 2011, the price of the Company’s common stock closes above $0.35 per share for a period of thirty (30) consecutive trading days, then 100,000 25,000 of the shares scheduled to vest on December 31, 2011 will immediately vest. Except as provided below, such award shall immediately vest on the date of a Change in Control as defined in the Agreement. The Company agrees that its failure to obtain shareholder approval for the issuance of the Restricted Stock award described above within one year from the date hereof shall be a material breach of this Agreement. Any provision herein to the contrary notwithstanding, if acceleration of vesting of any stock option of award would otherwise result in imposition of an excise or penalty tax on Executive under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision thereto, the number of stock options and restricted stock awards as to which vesting is accelerated shall be reduced, pro rata to their relative value, to the extent necessary to avoid such excise or penalty tax, provided the value and amount of such reduction does not exceed the excise or penalty tax avoided. In applying this provision, the rules of Code Section 280G and the Treasury Regulations promulgated thereunder (including any Treasury Regulations providing for valuation of the acceleration of vesting of stock options and restricted stock) shall apply.

Incentive Stock Option Plan. Executive shall be entitled to participate in the Company’s 2010 Long-Term Incentive PlanPlan and future incentive plans while employed by the Company. Promptly following the execution of this Agreement, the Company shall take all actions necessary to issue to Executive a Restricted Stock award under the 2010 Long-Term Incentive Plan of 500,000 250,000 shares of the Company’s common stock, vesting 50,000 shares immediately; 50,000 shares on December 31, 2010; and 100,000 75,000 shares on December 31st of each of the following four (4) years31, 2011; and 75,000 shares on December 31, 2012 . Notwithstanding the foregoing, if at any time prior to December 31, 2010, the price of the Company’s common stock closes above $0.20 per share for a period of thirty (30) consecutive trading days, then 50,000 25,000 of the shares scheduled to vest on December 31, 2010 will immediately vest. If, at any time prior to December 31, 2011, the price of the Company’s common stock closes above $0.35 per share for a period of thirty (30) consecutive trading days, then 100,000 25,000 of the shares scheduled to vest on December 31, 2011 will immediately vest. Except as provided below, such award shall immediately vest on the date of a Change in Control as defined in the Agreement. The Company agrees that its failure to obtain shareholder approval for the issuance of the Restricted Stock award described above within one year from the date hereof shall be a material breach of this Agreement. Any provision herein to the contrary notwithstanding, if acceleration of vesting of any stock option of award would otherwise result in imposition of an excise or penalty tax on Executive under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision thereto, the number of stock options and restricted stock awards as to which vesting is accelerated shall be reduced, pro rata to their relative value, to the extent necessary to avoid such excise or penalty tax, provided the value and amount of such reduction does not exceed the excise or penalty tax avoided. In applying this provision, the rules of Code Section 280G and the Treasury Regulations promulgated thereunder (including any Treasury Regulations providing for valuation of the acceleration of vesting of stock options and restricted stock) shall apply.

Incentive Stock Option Plan. Executive shall be entitled to participate in the Company’s 2010 Long-Term Incentive Plan. Promptly following the execution of this Agreement, the Company shall take all actions necessary to issue to Executive a Restricted Stock award under the 2010 Long-Term Incentive Plan of 500,000 250,000 shares of the Company’s common stock, vesting 50,000 25,000 shares immediately; 50,000 25,000 shares on December 31, 2010; and 100,000 50,000 shares on December 31st of each of the following four (4) years31, 2011. Notwithstanding the foregoing, if at any time prior to December 31, 2010, the price of the Company’s common stock closes above $0.20 per share for a period of thirty (30) consecutive trading days, then 50,000 25,000 of the shares scheduled to vest on December 31, 2010 will immediately vest. If, at any time prior to December 31, 2011, the price of the Company’s common stock closes above $0.35 per share for a period of thirty (30) consecutive trading days, then 100,000 25,000 of the shares scheduled to vest on December 31, 2011 will immediately vest. Except as provided below, such award shall immediately vest on the date of a Change in Control as defined in the Agreement. The Company agrees that its failure to obtain shareholder approval for the issuance of the Restricted Stock award described above within one year from the date hereof shall be a material breach of this Agreement. Any provision herein to the contrary notwithstanding, if acceleration of vesting of any stock option of award would otherwise result in imposition of an excise or penalty tax on Executive under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision thereto, the number of stock options and restricted stock awards as to which vesting is accelerated shall be reduced, pro rata to their relative value, to the extent necessary to avoid such excise or penalty tax, provided the value and amount of such reduction does not exceed the excise or penalty tax avoided. In applying this provision, the rules of Code Section 280G and the Treasury Regulations promulgated thereunder (including any Treasury Regulations providing for valuation of the acceleration of vesting of stock options and restricted stock) shall apply.

Incentive Stock Option Plan. Executive shall be entitled to participate in the Company’s 2010 Long-Term Incentive PlanPlan and future incentive plans while employed by the Company. Promptly following the execution of this Agreement, the Company shall take all actions necessary to issue to Executive a Restricted Stock award under the 2010 Long-Term Incentive Plan of 500,000 950,000 shares of the Company’s common stock, vesting 50,000 shares immediately; 50,000 450,000 shares on December 31, 2010; and 100,000 450,000 shares on December 31st of each of the following four (4) years31, 2011. Notwithstanding the foregoing, if at any time prior to December 31, 2010, the price of the Company’s common stock closes above $0.20 per share for a period of thirty (30) consecutive trading days, then 50,000 25,000 of the shares scheduled to vest on December 31, 2010 will immediately vest. If, at any time prior to December 31, 2011, the price of the Company’s common stock closes above $0.35 per share for a period of thirty (30) consecutive trading days, then 100,000 25,000 of the shares scheduled to vest on December 31, 2011 will immediately vest. Except as provided below, such award shall immediately vest on the date of a Change in Control as defined in the Agreement. The Company agrees that its failure to obtain shareholder approval for the issuance of the Restricted Stock award described above within one year from the date hereof shall be a material breach of this Agreement. Any provision herein to the contrary notwithstanding, if acceleration of vesting of any stock option of award would otherwise result in imposition of an excise or penalty tax on Executive under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision thereto, the number of stock options and restricted stock awards as to which vesting is accelerated shall be reduced, pro rata to their relative value, to the extent necessary to avoid such excise or penalty tax, provided the value and amount of such reduction does not exceed the excise or penalty tax avoided. In applying this provision, the rules of Code Section 280G and the Treasury Regulations promulgated thereunder (including any Treasury Regulations providing for valuation of the acceleration of vesting of stock options and restricted stock) shall apply.

Incentive Stock Option Plan. Executive shall be entitled to participate in the Company’s 2010 2006 Long-Term Incentive Plan. Promptly following the Immediately on execution of this AgreementExtension, the Company shall take all actions necessary cause to issue be issued to Executive a Restricted Stock award under the 2010 2006 Long-Term Incentive Plan of 500,000 150,000 shares of the Company’s common stock, vesting 50,000 shares immediately; 50,000 shares on December 31, 2010; and 100,000 50,000 shares on December 31st of each of the following four (4) years31, 2011. Notwithstanding the foregoing, if at any time prior to December 31, 2010, the price of the Company’s 's common stock closes above $0.20 per share for a period of thirty (30) consecutive trading days, then 50,000 25,000 of the shares scheduled to vest on December 31, 2010 will immediately vest. If, at any time prior to December 31, 2011, the price of the Company’s 's common stock closes above $0.35 per share for a period of thirty (30) consecutive trading days, then 100,000 25,000 of the shares scheduled to vest on December 31, 2011 will immediately vest. Except as provided below, such award shall immediately vest on the date of a Change in Control as defined in the Agreement. The Company agrees that its failure to obtain shareholder approval for the issuance of the Restricted Stock award described above within one year from the date hereof shall be a material breach of this Agreement. Any provision herein to the contrary notwithstanding, if acceleration of vesting of any stock option of award would otherwise result in imposition of an excise or penalty tax on Executive under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision thereto, the number of stock options and restricted stock awards as to which vesting is accelerated shall be reduced, pro rata to their relative value, to the extent necessary to avoid such excise or penalty taxthe Parachute Payment Penalty Tax, provided the value and amount of such reduction does not exceed the excise or penalty tax Parachute Payment Excise Tax avoided. In applying this provision, the rules of Code Section 280G and the Treasury Regulations promulgated thereunder (including any Treasury Regulations providing for valuation of the acceleration of vesting of stock options and restricted stock) shall apply.