Common use of Inducement Awards Clause in Contracts

Inducement Awards. On or as soon as reasonably practicable after Effective Date, but in no event later than five (5) days after the Effective Date, the Company shall grant to Executive the following incentive awards, which shall have been approved by the Board on or before the Effective Date, pursuant to and as defined in the Company’s 2021 Equity Incentive Plan (the “2021 Incentive Plan”) and subject to the terms and conditions of the applicable award agreement: 1) an award of 25,000 time-based restricted stock units (the “Inducement RSUs”) having a grant date fair market value per Inducement RSU equal to one Share of the Parent, determined based on the average closing trading price of the Shares listed on an established securities exchange over the five (5) consecutive trading day period ending on the date of grant. The Inducement RSUs (a) shall vest in three (3) equal installments on December 31, 2022 and each of the first two (2) anniversaries thereof, so long as Executive remains continuously employed by the Company or one of its affiliates through each such vesting date and (b) shall be subject to a separate award agreement consistent with this Agreement which shall include such other terms and conditions as are consistent with restricted stock units granted to service providers of the Company or Parent generally (only to the extent such terms are not inconsistent with the terms of this Agreement) and as are agreed by the Parties. 2) an option (the “Time-Based Inducement Option”) to purchase 200,000 Shares of the Parent at an exercise price equal to the grant date fair market value of a Share, determined based on the average closing trading price of the Shares listed on an established securities exchange over the five (5) consecutive trading day period ending on the date of grant, but in no event to be lower than $10.50 per Share (the “Exercise Price”). The Time-Based Inducement Option (a) shall vest in three (3) equal installments on December 31, 2022 and each of the first two (2) anniversaries thereof, so long as Executive remains continuously employed by the Company or one of its affiliates through each such vesting date, (b) shall be exercisable at any time prior to the seventh (7th) anniversary of the date of grant, in whole or in part, to the extent vested, and (c) shall be subject to a separate award agreement consistent with this Agreement which shall include such other terms and conditions as are consistent with option awards granted to service providers of the Company or Parent generally (only to the extent such terms are not inconsistent with the terms of this Agreement). 3) an option (the “Performance-Based Inducement Option”) (the Inducement RSUs, Time-Based Inducement Option, and Performance-Based Inducement Option, collectively, the “Inducement Awards”) to purchase 200,000 Shares of the Parent at the Exercise Price. The Performance-Based Inducement Option (a) shall one-hundred percent (100%) vest if and at such time that the closing trading price of a Share listed on any established securities exchange equals or exceeds $18.00 for twenty (20) trading days in a period of thirty (30) consecutive trading days, so long as Executive remains continuously employed by the Company or one of its affiliates through such vesting date, (b) shall be exercisable at any time prior to the (7th) anniversary of the date of grant, in whole or in part, to the extent vested, and (c) shall be subject to a separate award agreement consistent with this Agreement which shall include such other terms and conditions as are consistent with option awards granted to service providers of the Company or Parent generally (only to the extent such terms are not inconsistent with the terms of this Agreement).

Inducement Awards. On or as (a) As soon as reasonably administratively practicable after Effective Date, but in no event later than five (5) days after following the Effective DateDate and during the Company’s next open trading window, the Company shall will grant to Executive the following incentive awards, which shall have been approved by the Board on or before the Effective Date, pursuant to and as defined in restricted shares of the Company’s 2021 Equity Incentive Plan common stock valued at $1.5 million, with the number of shares to be determined by dividing $1.5 million by the average closing sales price of the Company’s common stock for the thirty trading days prior to the grant date restricted shares of the Company’s common stock (the “2021 Incentive PlanInitial Restricted Stock Grant”) and subject to ). The Initial Restricted Stock Grant shall vest as follows: 1/4 of the shares will vest on each twelve-month anniversary of the grant date, provided that Executive remains employed by the Company as of the relevant vesting date. The terms and conditions of the applicable award agreement:Initial Restricted Stock Grant will be governed by and conditioned upon the execution of a separate restricted stock agreement between Executive and the Company, which agreement will include provisions consistent with the parameters for the Initial Restricted Stock Grant described above. 1(b) an award of 25,000 timeAs soon as administratively practicable following the Effective Date and during the Company’s next open trading window, the Company will grant Executive performance-based restricted stock units with respect to the Company’s common stock valued at $1.5 million, with the number of shares to be determined by dividing $1.5 million by the average closing sales price of the Company’s common stock for the thirty trading days prior to the grant date (the “Inducement RSUsPSU Grant”) having a grant date fair market value per Inducement RSU equal to one Share ). Vesting of the ParentPSU Grant shall be subject to Company performance with respect to the achievement of pre-established performance goals established by the Board (or a committee thereof) in its discretion, including revenue growth objectives and such other criteria determined based on by the average closing trading price of Board (or a committee thereof) (the Shares listed on an established securities exchange over “Performance Condition”). If the five (5) consecutive trading day period ending on the date of grant. The Inducement RSUs (a) shall vest in three (3) equal installments on December 31, 2022 Performance Condition is satisfied and each of the first two (2) anniversaries thereof, so long as provided that Executive remains continuously employed by the Company or one as of its affiliates through each such the applicable vesting date and date, then the PSU Grant shall vest as follows: (bi) shall be subject to a separate award agreement consistent with this Agreement which shall include such other terms and conditions as are consistent with 1/3 of the restricted stock units granted to service providers covered by the PSU Grant shall vest on the later of the Company or Parent generally (only to the extent such terms are not inconsistent with the terms first anniversary of this Agreement) and as are agreed by the Parties. 2) an option (the “Time-Based Inducement Option”) to purchase 200,000 Shares of the Parent at an exercise price equal to the grant date fair market value or the date the Performance Condition has been met; (ii) 1/3 of a Share, determined based the restricted stock units covered by the PSU Grant shall vest on the average closing trading price later of the Shares listed on an established securities exchange over second anniversary of the five grant date or the date the Performance Condition has been met; and (5iii) consecutive trading day period ending if the Performance Condition has been met, the remaining 1/3 of the restricted stock units covered by the PSU Grant shall vest on the date of grant, but in no event to be lower than $10.50 per Share (the “Exercise Price”). The Time-Based Inducement Option (a) shall vest in three (3) equal installments on December 31, 2022 and each third anniversary of the first two (2) anniversaries thereofgrant date. If the Performance Condition is not met, so long as Executive remains continuously employed by then the Company or one of its affiliates through each such vesting date, (b) PSU Grant shall be exercisable at any time prior to forfeited in its entirety on the seventh (7th) third anniversary of the date of grant, in whole or in part, to . Each restricted stock unit under the extent vested, and (c) PSU Grant that becomes vested shall be subject to a separate award agreement consistent with this Agreement which shall include such other settled by payment of one share of the Company’s common stock as soon as administratively practicable following the vesting date. The terms and conditions as are of the PSU Grant will be governed by and conditioned upon the execution of a separate stock appreciation rights agreement between Executive and the Company, which agreement will include provisions consistent with option awards granted to service providers of the Company or Parent generally (only to parameters for the extent such terms are not inconsistent with the terms of this Agreement)PSU Grant described above. 3) an option (the “Performance-Based Inducement Option”) (the Inducement RSUs, Time-Based Inducement Option, and Performance-Based Inducement Option, collectively, the “Inducement Awards”) to purchase 200,000 Shares of the Parent at the Exercise Price. The Performance-Based Inducement Option (a) shall one-hundred percent (100%) vest if and at such time that the closing trading price of a Share listed on any established securities exchange equals or exceeds $18.00 for twenty (20) trading days in a period of thirty (30) consecutive trading days, so long as Executive remains continuously employed by the Company or one of its affiliates through such vesting date, (b) shall be exercisable at any time prior to the (7th) anniversary of the date of grant, in whole or in part, to the extent vested, and (c) shall be subject to a separate award agreement consistent with this Agreement which shall include such other terms and conditions as are consistent with option awards granted to service providers of the Company or Parent generally (only to the extent such terms are not inconsistent with the terms of this Agreement).

Inducement Awards. On (i) The Board or the Committee shall award Executive as soon as reasonably practicable after Effective Date, but in no event later than five (5) days after of the Effective Date, the Company shall grant to Executive the following incentive awards, which shall have been approved by the Board on or before the Effective Date, pursuant to and as defined in the Company’s 2021 Equity Incentive Plan (the “2021 Incentive Plan”) and subject to the terms and conditions Date such number of the applicable award agreement: 1) an award of 25,000 time-based restricted stock units (the “Inducement RSUs”) having a grant date fair market value per as equals the quotient of (A) $300,000 divided by (B) the Fair Market Value (as defined under the Company’s 2001 Long-Term Performance Incentive Plan (the “Plan”)) of one share of Common Stock on the Effective Date, in accordance with the form of award attached hereto as Exhibit A. The Inducement RSU equal to one Share RSUs shall vest in full on the fifth anniversary of the ParentEffective Date, determined based provided that Executive has been continuously employed by the Company through such date for the Inducement RSUs to so vest, except as otherwise provided hereunder and in the award agreement. (ii) The Board or the Committee shall award Executive as of the Effective Date such number of stock appreciation rights settled in shares of the Company’s Common Stock (the “Inducement SSARs”) as equals the quotient of (A) $500,000 divided by (B) the Black-Scholes value (or other valuation method) of one (1) share of Common Stock on the average closing trading price Effective Date as determined by the Committee or the Board for the valuation of SSAR grants to other senior executives during the Shares listed on an established securities exchange over the five (5) consecutive trading day period ending on the date of grant2006 fiscal year. The Inducement RSUs SSARs will be granted with an exercise price equal to the Fair Market Value of one (a1) share of Common Stock on the Effective Date. The Inducement SSARs shall vest and become exercisable in three (3) equal installments on December 31the first, 2022 second and each third anniversaries of the first two (2) anniversaries thereofEffective Date, so long as provided that Executive remains has been continuously employed by the Company or one of its affiliates through each such vesting date for such installment to so vest, except as otherwise provided hereunder and in the award agreement. (biii) The Board or the Committee shall be subject award Executive as of the Effective Date such number of performance share units (“Inducement PSUs”) as equals the quotient of (A) $500,000 divided by (B) the Fair Market Value of one share of Common Stock on the Effective Date. Each Inducement PSU represents the right to a separate award agreement consistent with this Agreement which shall include such other terms receive between zero and conditions as are consistent with one and one-half (1.5) restricted stock units granted units, depending on attainment of Company performance objectives during calendar year 2006. Each such restricted stock unit represents the right to service providers receive one share of the Company or Parent generally (only to the extent such terms are not inconsistent with the terms of this Agreement) Common Stock, and as are agreed by the Parties. 2) an option (the “Time-Based Inducement Option”) to purchase 200,000 Shares of the Parent at an exercise price equal to the grant date fair market value of a Share, determined based on the average closing trading price of the Shares listed on an established securities exchange over the five (5) consecutive trading day period ending on the date of grant, but in no event to be lower than $10.50 per Share (the “Exercise Price”). The Time-Based Inducement Option (a) shall vest as provided hereunder and in three (3) equal installments on December 31, 2022 and each of the first two (2) anniversaries thereof, so long as Executive remains continuously employed by the Company or one of its affiliates through each such vesting date, (b) shall be exercisable at any time prior to the seventh (7th) anniversary of the date of grant, in whole or in part, to the extent vested, and (c) shall be subject to a separate award agreement consistent with this Agreement which shall include such other terms and conditions as are consistent with option awards granted to service providers of the Company or Parent generally (only to the extent such terms are not inconsistent with the terms of this Agreement)agreement. 3) an option (the “Performance-Based Inducement Option”) (the Inducement RSUs, Time-Based Inducement Option, and Performance-Based Inducement Option, collectively, the “Inducement Awards”) to purchase 200,000 Shares of the Parent at the Exercise Price. The Performance-Based Inducement Option (a) shall one-hundred percent (100%) vest if and at such time that the closing trading price of a Share listed on any established securities exchange equals or exceeds $18.00 for twenty (20) trading days in a period of thirty (30) consecutive trading days, so long as Executive remains continuously employed by the Company or one of its affiliates through such vesting date, (b) shall be exercisable at any time prior to the (7th) anniversary of the date of grant, in whole or in part, to the extent vested, and (c) shall be subject to a separate award agreement consistent with this Agreement which shall include such other terms and conditions as are consistent with option awards granted to service providers of the Company or Parent generally (only to the extent such terms are not inconsistent with the terms of this Agreement).

Inducement Awards. On (i) The Board or the Committee shall, in accordance with the form of award attached hereto as soon Exhibit A, award Executive as reasonably practicable after Effective Date, but in no event later than five (5) days after of the Effective Date, the Company shall grant to Executive the following incentive awards, which shall have been approved by the Board on or before the Effective Date, pursuant to and as defined in the Company’s 2021 Equity Incentive Plan (the “2021 Incentive Plan”) and subject to the terms and conditions Date such number of the applicable award agreement: 1) an award of 25,000 time-based restricted stock units (the “"INDUCEMENT RSUS") as equals the quotient of (A) $300,000 divided by (B) the Fair Market Value (as defined under the Company's 2001 Long-Term Performance Incentive Plan (the "Plan")) of one share of Common Stock on the Effective Date, in accordance with the form of award attached hereto as Exhibit A. The Inducement RSUs”) having a grant date fair market value per Inducement RSU equal to one Share RSUs shall vest in full on the fifth anniversary of the ParentEffective Date, determined based provided that Executive has been continuously employed by the Company through such date for the Inducement RSUs to so vest, except as otherwise provided hereunder and in the award agreement. (ii) The Board or the Committee shall, in accordance with the form of award attached hereto as Exhibit B, award Executive as of the Effective Date such number of stock appreciation rights settled in shares of the Company's Common Stock (the "INDUCEMENT SSARS") as equals the quotient of (A) $500,000 divided by (B) the Black-Scholes value (or other valuation method) of one (1) share of Common Stock on the average closing trading price Effective Date as determined by the Committee or the Board for the valuation of SSAR grants to other senior executives during the Shares listed on an established securities exchange over the five (5) consecutive trading day period ending on the date of grant2006 fiscal year. The Inducement RSUs SSARs will be granted with an exercise price equal to the Fair Market Value of one (a1) share of Common Stock on the Effective Date. The Inducement SSARs shall vest and become exercisable in three (3) equal installments on December 31the first, 2022 second and each third anniversaries of the first two (2) anniversaries thereofEffective Date, so long as provided that Executive remains has been continuously employed by the Company or one of its affiliates through each such vesting date for such installment to so vest, except as otherwise provided hereunder and in the award agreement. (biii) The Board or the Committee shall be subject award Executive as of the Effective Date such number of performance share units ("INDUCEMENT PSUS") as equals the quotient of (A) $500,000 divided by (B) the Fair Market Value of one share of Common Stock on the Effective Date, in accordance with the form of award attached hereto as Exhibit C. Each Inducement PSU represents the right to a separate award agreement consistent with this Agreement which shall include such other terms receive between zero and conditions as are consistent with one and one-half (1.5) restricted stock units granted units, depending on attainment of Company performance objectives during calendar year 2006. Each such restricted stock unit represents the right to service providers receive one share of the Company or Parent generally (only to the extent such terms are not inconsistent with the terms of this Agreement) Common Stock, and as are agreed by the Parties. 2) an option (the “Time-Based Inducement Option”) to purchase 200,000 Shares of the Parent at an exercise price equal to the grant date fair market value of a Share, determined based on the average closing trading price of the Shares listed on an established securities exchange over the five (5) consecutive trading day period ending on the date of grant, but in no event to be lower than $10.50 per Share (the “Exercise Price”). The Time-Based Inducement Option (a) shall vest as provided hereunder and in three (3) equal installments on December 31, 2022 and each of the first two (2) anniversaries thereof, so long as Executive remains continuously employed by the Company or one of its affiliates through each such vesting date, (b) shall be exercisable at any time prior to the seventh (7th) anniversary of the date of grant, in whole or in part, to the extent vested, and (c) shall be subject to a separate award agreement consistent with this Agreement which shall include such other terms and conditions as are consistent with option awards granted to service providers of the Company or Parent generally (only to the extent such terms are not inconsistent with the terms of this Agreement)agreement. 3) an option (the “Performance-Based Inducement Option”) (the Inducement RSUs, Time-Based Inducement Option, and Performance-Based Inducement Option, collectively, the “Inducement Awards”) to purchase 200,000 Shares of the Parent at the Exercise Price. The Performance-Based Inducement Option (a) shall one-hundred percent (100%) vest if and at such time that the closing trading price of a Share listed on any established securities exchange equals or exceeds $18.00 for twenty (20) trading days in a period of thirty (30) consecutive trading days, so long as Executive remains continuously employed by the Company or one of its affiliates through such vesting date, (b) shall be exercisable at any time prior to the (7th) anniversary of the date of grant, in whole or in part, to the extent vested, and (c) shall be subject to a separate award agreement consistent with this Agreement which shall include such other terms and conditions as are consistent with option awards granted to service providers of the Company or Parent generally (only to the extent such terms are not inconsistent with the terms of this Agreement).