Common use of Inducement for Employment Clause in Contracts

Inducement for Employment. (a) As an inducement for the Executive's entering into this Agreement and undertaking to perform the services referred to in this Agreement, on the later of (i) Effective Date and (ii) the Company's 1997 Annual Meeting of Shareholders (such applicable date, the "Grant Date"), the Company shall grant to the Executive a non-qualified option (the "Option") to purchase 20,000 shares of the common stock, $0.01 par value ("Common Stock") of the Company, which grant may, at the Company's election, be pursuant to the Corporation's 1997 Stock Option Plan (the "Plan"), in which case it shall be subject to shareholder approval of the Plan. The exercise price of the Option shall be equal to the average closing price of a share of Common Stock over the ten (10) consecutive trading days ending on the date immediately prior to the Grant Date. If the shareholders fail to approve the Plan, the Executive and the Company shall discuss, in good faith, alternative mechanisms to provide the Executive with the economic equivalent of the Option. (b) The Option shall become exercisable as to 1/3 of the shares originally covered by such Option upon the first anniversary of the Grant Date and as to an additional 1/3 of the shares originally covered by such Option on each of the second and third anniversaries of the Grant Date, subject to the acceleration of vesting provisions contained in Section 2(c) hereof. (c) The Option shall expire on the earlier of the tenth anniversary of the Grant Date or the thirtieth (30th) day following the date the Executive's employment is terminated for any reason and may be exercised (to the extent it has vested), at any time prior to such expiration; provided, however, that if, (i) prior to the expiration of the Employment Period, the Company terminates the Executive's employment without Cause or (ii) subsequent to the expiration of the Employment Period, the Company terminates the Executive's employment in a manner that would have been a termination without Cause had the Employment Period not expired, then the Option shall become fully vested and exercisable and shall remain exercisable for a period of one year following such termination of employment; and, provided further that if the Executive's employment is terminated on account of her death or Disability, then upon such termination the Option shall become fully vested and exercisable and shall remain exercisable for a period of one year following such termination of employment. The Option shall become fully vested and exercisable upon the occurrence of a Change in Control (defined below). For purposes of this Agreement, a Change in Control shall have occurred if a majority of the members of the Board are representatives or designees of any "Person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) other than M.L.C. Partners Limited Partnership, its former (other than Xx. Xxxxxxx) and present general or limited partners, or any Person affiliated with any of the foregoing and their heirs; it being understood that it shall not be deemed a Change in Control if no Person shall have designated or nominated a majority of the members of the Board. (d) As a further inducement for the Executive's entering into this Agreement and undertaking to perform the services referred to in this Agreement, the Company shall grant, within thirty days immediately following the Effective Date, to the Executive a non-qualified option (the "Special Option") to purchase 20,250 shares of Common Stock of the Company, which grant may, at the Company's election be pursuant to the Plan, in which case it shall be subject to shareholder approval of the Plan. The exercise price of the Special Option shall be equal to the lower of (i) the average closing price of a share of Common Stock over the ten (10) consecutive trading days ending on the date immediately prior to the Effective Date and (ii) $3.80. If the shareholders fail to approve the Plan, the Executive and the Company shall discuss, in good faith, alternative mechanisms to provide the Executive with the economic equivalent of the Special Option. The Special Option shall be fully vested as of the date of grant and shall become exercisable as of the date of shareholder approval of the Plan. The Special Option shall expire on the tenth anniversary of the date of grant.

Inducement for Employment. (a) As an inducement for the Executive's entering into this Agreement and undertaking to perform the services referred to in this Agreement, on the later of (i) Effective Date and (ii) the Company's 1997 Annual Meeting of Shareholders (such applicable date, the "Grant Date"), the Company shall grant to the Executive a non-qualified option (the "Option") to purchase 20,000 30,000 shares of the common stock, $0.01 par value ("Common Stock") of the Company, which grant may, at the Company's election, be pursuant to the Corporation's 1997 Stock Option Plan (the "Plan"), in which case it shall be subject to shareholder approval of the Plan. The exercise price of the Option shall be equal to the average closing price of a share of Common Stock over the ten (10) consecutive trading days ending on the date immediately prior to the Grant Date. If the shareholders fail to approve the Plan, the Executive and the Company shall discuss, in good faith, alternative mechanisms to provide the Executive with the economic equivalent of the Option. (b) The Option shall become exercisable as to 1/3 of the shares originally covered by such Option upon the first anniversary of the Grant Date and as to an additional 1/3 of the shares originally covered by such Option on each of the second and third anniversaries of the Grant Date, subject to the acceleration of vesting provisions contained in Section 2(c) hereof. (c) The Option shall expire on the earlier of the tenth anniversary of the Grant Date or the thirtieth (30th) day following the date the Executive's employment is terminated for any reason and may be exercised (to the extent it has vested), at any time prior to such expiration; provided, however, that if, (i) prior to the expiration of the Employment Period, the Company terminates the Executive's employment without Cause or (ii) subsequent to the expiration of the Employment Period, the Company terminates the Executive's employment in a manner that would have been a termination without Cause had the Employment Period not expired, then the Option shall become fully vested and exercisable and shall remain exercisable for a period of one year following such termination of employment; and, provided further that if the Executive's employment is terminated on account of her his death or Disability, then upon such termination the Option shall become fully vested and exercisable and shall remain exercisable for a period of one year following such termination of employment. The Option shall become fully vested and exercisable upon the occurrence of a Change in Control (defined below). For purposes of this Agreement, a Change in Control shall have occurred if a majority of the members of the Board are representatives or designees of any "Person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) other than M.L.C. Partners Limited Partnership, its former (other than Xx. Xxxxxxx) and present general or limited partners, or any Person affiliated with any of the foregoing and their heirs; it being understood that it shall not be deemed a Change in Control if no Person shall have designated or nominated a majority of the members of the Board. (d) As a further inducement for the Executive's entering into this Agreement and undertaking to perform the services referred to in this Agreement, the Company shall grant, within thirty days immediately following the Effective Date, to the Executive a non-qualified option (the "Special Option") to purchase 20,250 36,990 shares of Common Stock of the Company, which grant may, at the Company's election be pursuant to the Plan, in which case it shall be subject to shareholder approval of the Plan. The exercise price of the Special Option shall be equal to the lower of (i) the average closing price of a share of Common Stock over the ten (10) consecutive trading days ending on the date immediately prior to the Effective Date and (ii) $3.80. If the shareholders fail to approve the Plan, the Executive and the Company shall discuss, in good faith, alternative mechanisms to provide the Executive with the economic equivalent of the Special Option. The Special Option shall be fully vested as of the date of grant and shall become exercisable as of the date of shareholder approval of the Plan. The Special Option shall expire on the tenth anniversary of the date of grant.

Inducement for Employment. (a) As an inducement for the Executive's entering into this Agreement and undertaking to perform the services referred to in this Agreement, on the later of (i) Effective Date and (ii) the Company's 1997 Annual Meeting of Shareholders (such applicable date, the "Grant Date"), the Company shall grant to the Executive a non-qualified option (the "Option") to purchase 20,000 shares of the common stock, $0.01 par value ("Common Stock") of the Company, which grant may, at the Company's election, be pursuant to the Corporation's 1997 Stock Option Plan (the "Plan"), in which case it shall be subject to shareholder approval of the Plan. The exercise price of the Option shall be equal to the average closing price of a share of Common Stock over the ten (10) consecutive trading days ending on the date immediately prior to the Grant Date. If the shareholders fail to approve the Plan, the Executive and the Company shall discuss, in good faith, alternative mechanisms to provide the Executive with the economic equivalent of the Option. (b) The Option shall become exercisable as to 1/3 of the shares originally covered by such Option upon the first anniversary of the Grant Date and as to an additional 1/3 of the shares originally covered by such Option on each of the second and third anniversaries of the Grant Date, subject to the acceleration of vesting provisions contained in Section 2(c) hereof. (c) The Option shall expire on the earlier of the tenth anniversary of the Grant Date or the thirtieth (30th) day following the date the Executive's employment is terminated for any reason and may be exercised (to the extent it has vested), at any time prior to such expiration; provided, however, that if, (i) prior to the expiration of the Employment Period, the Company terminates the Executive's employment without Cause or (ii) subsequent to the expiration of the Employment Period, the Company terminates the Executive's employment in a manner that would have been a termination without Cause had the Employment Period not expired, then the Option shall become fully vested and exercisable and shall remain exercisable for a period of one year following such termination of employment; and, provided further that if the Executive's employment is terminated on account of her his death or Disability, then upon such termination the Option shall become fully vested and exercisable and shall remain exercisable for a period of one year following such termination of employment. The Option shall become fully vested and exercisable upon the occurrence of a Change in Control (defined below). For purposes of this Agreement, a Change in Control shall have occurred if a majority of the members of the Board are representatives or designees of any "Person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) other than M.L.C. Partners Limited Partnership, its former (other than Xx. Xxxxxxx) and present general or limited partners, or any Person affiliated with any of the foregoing and their heirs; it being understood that it shall not be deemed a Change in Control if no Person shall have designated or nominated a majority of the members of the Board. (d) As a further inducement for the Executive's entering into this Agreement and undertaking to perform the services referred to in this Agreement, the Company shall grant, within thirty days immediately following the Effective Date, to the Executive a non-qualified option (the "Special Option") to purchase 20,250 shares of Common Stock of the Company, which grant may, at the Company's election be pursuant to the Plan, in which case it shall be subject to shareholder approval of the Plan. The exercise price of the Special Option shall be equal to the lower of (i) the average closing price of a share of Common Stock over the ten (10) consecutive trading days ending on the date immediately prior to the Effective Date and (ii) $3.80. If the shareholders fail to approve the Plan, the Executive and the Company shall discuss, in good faith, alternative mechanisms to provide the Executive with the economic equivalent of the Special Option. The Special Option shall be fully vested as of the date of grant and shall become exercisable as of the date of shareholder approval of the Plan. The Special Option shall expire on the tenth anniversary of the date of grant.as

Inducement for Employment. (a) As an inducement for The Company has previously granted to the Executive's entering into this Agreement and undertaking Executive options (the "Options") pursuant to perform the services referred to in this Agreement, on the later of (i) Effective Date and (ii) the Company's 1997 Annual Meeting of Shareholders (such applicable date, the "Grant Date"), the Company shall grant to the Executive a non-qualified option Stock Option Plan (the "OptionPlan") to purchase 20,000 (i) up to 35,000 shares of the common stock, $0.01 par value ("Common Stock") ), of the CompanyCompany at an original exercise price of $5.42 per share, which grant may(ii) up to 13,500 shares of Common Stock at an original exercise price of $5.375 per share, (iii) up to 10,000 shares of Common Stock at the Company's electionan original exercise price of $3.125 per share, be pursuant and (iv) up to the Corporation's 1997 10,000 shares of Common Stock Option Plan (the "Plan")at an original exercise price of $4.81 per share, in which case it shall be such exercise prices being subject to shareholder approval of adjustment as set forth in the respective Options and the Plan. The exercise price Such Options continue in effect as of the Option shall be equal to the average closing price of a share of Common Stock over the ten (10) consecutive trading days ending on the date immediately prior to the Grant Date. If the shareholders fail to approve the Plan, the Executive and the Company shall discuss, in good faith, alternative mechanisms to provide the Executive with the economic equivalent of the Optionhereof. (b) The Option shall become exercisable as Options are hereby amended by the Company and Executive to 1/3 of the shares originally covered by provide that such Option upon the first anniversary of the Grant Date and as to an additional 1/3 of the shares originally covered by such Option on Options each of the second and third anniversaries of the Grant Date, subject to the acceleration of vesting provisions contained in Section 2(c) hereof. (c) The Option shall expire on the earlier of the tenth anniversary of the Grant Date or the thirtieth three (30th3) day months following the date the Executive's employment is terminated for any reason other than for Cause. The Options are hereby amended by the Company and Executive to provide that each such Option may be exercised (to the extent it has vested), ) at any time prior to such expiration; providedPROVIDED, howeverHOWEVER, that if, (i) prior to the expiration of the Employment PeriodTerm, the Company terminates the Executive's employment without Cause in breach of this Agreement, or (ii) subsequent to the expiration of the Employment PeriodTerm, the Company terminates the Executive's employment in a manner that would have been a termination without Cause breach of this Agreement had the Employment Period Term not expired, then the Option Options shall become fully vested and exercisable and shall remain exercisable for a period of one year six (6) months following such termination of employment; and, provided further that further, that, if the Executive's employment is terminated on account of her his death or DisabilityDisability (as defined below), then upon such termination the Option Options shall become fully vested and exercisable and shall remain exercisable for a period of one year six (6) months following such termination of employment. The Option Options shall become fully vested and exercisable upon the occurrence of a Change in Control (defined below). For purposes ) and shall remain exercisable for a period of this Agreement, six (6) months following Executive's termination of employment upon or after a Change in Control shall have occurred if a majority of the members of the Board are representatives or designees of any "Person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) other than M.L.C. Partners Limited Partnership, its former (other than Xx. Xxxxxxx) and present general or limited partners, or any Person affiliated with any of the foregoing and their heirs; it being understood that it shall not be deemed a Change in Control if no Person shall have designated or nominated a majority of the members of the BoardControl. (d) As a further inducement for the Executive's entering into this Agreement and undertaking to perform the services referred to in this Agreement, the Company shall grant, within thirty days immediately following the Effective Date, to the Executive a non-qualified option (the "Special Option") to purchase 20,250 shares of Common Stock of the Company, which grant may, at the Company's election be pursuant to the Plan, in which case it shall be subject to shareholder approval of the Plan. The exercise price of the Special Option shall be equal to the lower of (i) the average closing price of a share of Common Stock over the ten (10) consecutive trading days ending on the date immediately prior to the Effective Date and (ii) $3.80. If the shareholders fail to approve the Plan, the Executive and the Company shall discuss, in good faith, alternative mechanisms to provide the Executive with the economic equivalent of the Special Option. The Special Option shall be fully vested as of the date of grant and shall become exercisable as of the date of shareholder approval of the Plan. The Special Option shall expire on the tenth anniversary of the date of grant.

Inducement for Employment. (a) As an inducement for the Executive's entering into this Agreement and undertaking to perform the services referred to in this Agreement, on the later of (i) Effective Date and (ii) the Company's 1997 Annual Meeting of Shareholders (such applicable date, the "Grant Date"), the Company shall grant to the Executive a non-qualified option (the "Option") to purchase 20,000 50,000 shares of the common stock, $0.01 par value ("Common Stock") of the Company, which grant may, at the Company's election, be pursuant to the CorporationCompany's 1997 Stock Option Plan (the "Plan"), in which case it shall be subject to shareholder approval of the Plan. The exercise price of the Option shall be equal to the average closing price of a share of Common Stock over the ten (10) consecutive trading days ending on the date immediately prior to the Grant Date. If the shareholders fail to approve the Plan, the Executive and the Company shall discuss, in good faith, alternative mechanisms to provide the Executive with the economic equivalent of the Option. (b) The Option shall become exercisable as to 1/3 of the shares originally covered by such Option upon the first anniversary of the Grant Date and as to an additional 1/3 of the shares originally covered by such Option on each of the second and third anniversaries of the Grant Date, subject to the acceleration of vesting provisions contained in Section 2(c6(c) hereof. (c) The Option shall expire on the earlier of the tenth anniversary of the Grant Date or the thirtieth (30th) day following the date the Executive's employment is terminated for any reason and may be exercised (to the extent it has vested), at any time prior to such expiration; provided, however, that if, (i) prior to the expiration of the Employment PeriodTerm, the Company terminates the Executive's employment without Cause in breach of this Agreement or the Executive terminates his employment for Good Reason (as defined below), or (ii) subsequent to the expiration of the Employment PeriodTerm, the Company terminates the Executive's employment in a manner that would have been a termination without Cause breach of this Agreement had the Employment Period Term not expired or the Executive terminates his employment on account of actions that would have constituted Good Reason had the Term not expired, then the Option shall become fully vested and exercisable and shall remain exercisable for a period of one year following such termination of employment; and, provided further that if the Executive's employment is terminated on account of her his death or DisabilityDisability (as defined below), then upon such termination the Option shall become fully vested and exercisable and shall remain exercisable for a period of one year following such termination of employment. The Option shall become fully vested and exercisable upon the occurrence of a Change in Control (defined below). For purposes of this Agreement, a Change in Control shall have occurred if a majority of the members of the Board are representatives or designees of any "Person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) other than M.L.C. Partners Limited Partnership, its former (other than Xx. Xxxxxxx) and present general or limited partners, or any Person affiliated with any of the foregoing and their heirs; it being understood that it shall not be deemed a Change in Control if no Person shall have designated or nominated a majority of the members of the Board. (d) As a further inducement for the Executive's entering into this Agreement and undertaking to perform the services referred to in this Agreement, the Company shall grant, within thirty days immediately following the Effective Date, to the Executive a non-qualified option (the "Special Option") to purchase 20,250 347,760 shares of Common Stock of the Company, which grant may, at the Company's election be pursuant to the Plan, in which case it shall be subject to shareholder approval of the Plan. The exercise price of the Special Option shall be equal to the lower of (i) the average closing price of a share of Common Stock over the ten (10) consecutive trading days ending on the date immediately prior to the Effective Date and (ii) $3.80. If the shareholders fail to approve the Plan, the Executive and the Company shall discuss, in good faith, alternative mechanisms to provide the Executive with the economic equivalent of the Special Option. The Special Option shall be fully vested as of the date of grant and shall become exercisable as of the date of shareholder approval of the Plan. The Special Option shall expire on the tenth anniversary of the date of grant.