Common use of Initial Grant Clause in Contracts

Initial Grant. As soon as practicable after the effective date of this Agreement and subject to Board and all other required approvals, the Company shall grant to the Executive under the Company’s Amended and Restated 2003 Stock Incentive Plan (the “Plan”) a non-qualified stock option to purchase a number of shares of the common stock of the Company equal to 5.15% of the Company’s fully-diluted common stock (excluding the effects of any conversion of the (i) debt issued in connection with the Initial Financing, (ii) the investor convertible subordinated debt issued in January 2014 or (iii) any other convertible debt that is issued prior to the thirty-six (36) month anniversary of the Effective Date) with a per share exercise price equal to the fair market value of the Company’s common stock (as determined by the Board pursuant to the Plan) at the time of grant. The Initial Grant shall be granted pursuant to and governed by the terms of a stock option award agreement in a form provided by the Company at the time of grant; provided, however, that the form shall provide for cashless exercise of the option in an amount sufficient to satisfy the option exercise price. Provided the Executive remains continuously and actively employed with the Company through the applicable vesting date, the Initial Grant will be vested and exercisable with respect to (i) 10% of the underlying common stock as of the Effective Date, (ii) 25% of the underlying common stock on the first (1st) anniversary of the Effective Date, and (iii) the remaining shares of underlying common stock in substantially equal monthly installments over the 36-month period that commences on the first (1st) anniversary of the Effective Date. Notwithstanding the foregoing, the Initial Grant shall be fully vested and exercisable immediately prior to, but contingent upon, the occurrence of a Change in Control (as defined above), provided the Executive remains continuously and actively employed with the Company through the date of such Change in Control. Executive’s Initials & Date

Initial Grant. As soon as reasonably practicable after the effective date of this Agreement and subject to Board and all other required approvalsAgreement, the Company shall cause the Board or a committee thereof to grant to the Executive under the Company’s Amended and Restated 2003 Stock Incentive Plan (the “Plan”) a non-qualified stock option to purchase a number of 250,000 shares of the common stock of the Company Company, at an exercise price per share equal to 5.15% fair market value per share as of the date of grant, (the "Initial Performance Option") and an additional non-qualified option to purchase 250,000 shares of common stock of the Company’s fully-diluted common stock (excluding the effects of any conversion of the (i) debt issued in connection with the Initial Financing, (ii) the investor convertible subordinated debt issued in January 2014 or (iii) any other convertible debt that is issued prior to the thirty-six (36) month anniversary of the Effective Date) with a per share at an exercise price equal to $1.50 per share (the fair market value "Initial Service Option" and together with the Initial Performance Option, referred to herein as the "Initial Options"). A portion of the Company’s common stock (as determined Initial Options shall be governed by the Board pursuant Company's 1995 Equity Incentive Plan, as it may be amended from time to time (the "1995 Plan"), and shall be evidenced by a separate stock option agreement executed by the Company and Executive (the "1995 Plan Initial Stock Option Agreement") which shall contain terms consistent with this Section 2(c)(i) and other customary terms, and the remaining portion of the Initial Options shall be governed by the stock option agreement executed by the Company and Executive (the "Non-Plan Stock Option Agreement," and together with the 1995 Plan Initial Stock Option Agreement, the "Initial Stock Option Agreement"), which shall contain terms consistent with this Section 2(c)(i) and terms and condition that are substantially similar to the terms and conditions contained in the Company's 2001 Equity Incentive Plan) at , as it may be amended from time to time (the time of grant"2001 Plan"). The Initial Grant Stock Option Agreement shall be granted pursuant to provide, among other things, for the following: (A) the Initial Service Option shall become exercisable in four equal annual installments on each of the first, second, third and governed by fourth anniversaries of the terms of a stock option award agreement in a form Commencement Date, provided that Executive remains continuously employed by the Company at through each such date; (B) Notwithstanding the time foregoing, to the extent that the exercise of grantany portion of the Initial Service Option would result in the Company losing its deduction under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor thereto, such Initial Service Option shall not be exercisable until the earlier of the date the Company will receive its deduction under Section 162(m) of the Code and the date that is nine years and ten months from the applicable grant date. (C) the Initial Performance Option shall vest on the seventh anniversary of the Commencement Date if Executive is actively employed by the Company on such anniversary; provided, however, that the form shall provide for cashless exercise vesting of the option in an amount sufficient Initial Performance Options, or any portion thereof, may be accelerated based upon the achievement of financial and operating objectives that will be established by the Company prior to satisfy the option exercise price. Provided the February 28, 2002, provided Executive remains continuously and is actively employed with the Company through the applicable vesting date, the Initial Grant will be vested and exercisable with respect to (i) 10% of the underlying common stock as of the Effective Date, (ii) 25% of the underlying common stock on the first (1st) anniversary of the Effective Date, and (iii) the remaining shares of underlying common stock in substantially equal monthly installments over the 36-month period that commences on the first (1st) anniversary of the Effective Date. Notwithstanding the foregoing, the Initial Grant shall be fully vested and exercisable immediately prior to, but contingent upon, the occurrence of a Change in Control (as defined above), provided the Executive remains continuously and actively employed with the Company through the date of such Change acceleration; (D) the Initial Options shall expire on the tenth anniversary of the date of grant, provided that such Initial Options shall be subject to earlier expiration upon termination of employment in Control. accordance with the Initial Stock Option Agreement; and (E) upon Executive’s Initials & Date's termination of employment other than a termination by the Company for Cause, Executive shall have at least ninety (90) days after the Date of Termination (as hereinafter defined) to exercise any or all of the Initial Options that have become vested as of the Date of Termination.

Initial Grant. As soon as practicable after the effective date of this Agreement and subject to Board and all other required approvals, the (a) Company shall grant to the Executive under the Company’s Amended and Restated 2003 Stock Incentive Plan (the “Plan”) a non-qualified stock option to purchase a number of shares of the common stock of the Company an equity award that shall have an equity value equal to 5.15$1,200,000.00. Based on the equity value on the date of grant, 33.33% of the Company’s fully-diluted equity award will be comprised of restricted stock units (“RSUs”) (rounded to the nearest whole number of units), 33.33% of the equity award will be comprised of stock options (“Stock Options”) (rounded down to the nearest whole share), and the remaining 33.33% of the equity award will be comprised of performance shares based on relative TSR (“Performance Shares”)(rounded down to the nearest whole share). Equity value of RSUs and Performance Shares will be determined based on the closing price of a share of AOL common stock (excluding on the effects of any conversion grant date of the (i) debt issued in connection with the Initial Financing, (ii) the investor convertible subordinated debt issued in January 2014 or (iii) any other convertible debt that is issued prior to the thirty-six (36) month anniversary shares of the Effective Date) with a per share exercise price equal to the fair market value of the Company’s common stock (as determined by the Board pursuant subject to the Plan) at the time of grant. Equity value of Stock Options will be determined based on the standard option valuation formula used by Company. The Initial Grant shall be granted pursuant to grant date of the RSUs, Stock Options and governed by the terms of a stock option award agreement in a form Performance Shares provided by this subsection shall generally be made in an administratively reasonable period of time following the Company at first day of the time Employment Term subject to compliance with applicable law and the schedule of the Compensation Committee of the Board. (b) RSUs shall have the following vesting schedule: (A) fifty percent (50%) of the RSUs shall vest on the second (2nd) anniversary from the date of grant; (B) an additional twenty-five (25%) shall vest on the third (3rd) anniversary from the date of grant; and (C) the remaining twenty-five percent (25%) shall vest on the fourth (4th) anniversary from the date of grant, provided, however, that the form shall provide for cashless exercise of the option in an amount sufficient to satisfy the option exercise price. Provided the Executive remains is continuously and actively employed with Company from the Company through the grant date to each applicable vesting date. Except as may be otherwise provided in the applicable award agreement, any RSU that is unvested on the Initial Grant will date of Executive’s termination for any reason shall be vested and exercisable forfeited on such date of termination. (c) Stock Options shall vest over four (4) years following the date of grant, with respect to twenty-five percent (i25%) 10% of the underlying common stock as of the Effective Date, (ii) 25% of the underlying common stock such Stock Options vesting on the first (1st) anniversary of the Effective Datedate of grant, and (iii) the remaining shares of underlying common stock in substantially equal monthly installments over the 36-month period thereafter, provided, that commences on the first (1st) anniversary of the Effective Date. Notwithstanding the foregoing, the Initial Grant shall be fully vested and exercisable immediately prior to, but contingent upon, the occurrence of a Change in Control (as defined above), provided the Executive remains is continuously and actively employed with Company from the Company through grant date to each applicable vesting date. Except as may be otherwise provided in the applicable award agreement, any Stock Option that is unvested on the date of such Change in Control. Executive’s Initials & Datetermination for any reason shall be forfeited on such date of termination. (d) Subject to achievement of performance objectives, Performance Shares shall vest following the Committee’s certification of performance following the end of the three-year performance period, provided, that Executive is continuously employed with Company from the grant date to the vesting date. Except as may be otherwise provided in the applicable award agreement, any Performance Share that is unvested on the date of Executive’s termination for any reason shall be forfeited on such date of termination.

Initial Grant. As soon as practicable after the effective date of this Agreement and subject to Board and all other required approvals, the (a) Company shall grant to Executive an equity award that shall have an equity value equal to $1,750,000 on the Executive under date of grant. Based on the Company’s Amended and Restated 2003 Stock Incentive Plan equity value on the date of grant, one-third of the equity award will be comprised of restricted stock units (the “PlanRSUs”) a non-qualified stock option (rounded down to purchase a the nearest whole number of shares units), one-third of the common equity award will be comprised of stock options (“Stock Options”) (rounded down to the nearest whole share), and the remaining one-third of the equity award will be comprised of performance shares based on relative total shareholder return (“Performance Shares”)(rounded down to the nearest whole share). Equity value of RSUs and Performance Shares will be determined based on the closing price of a share of Company equal to 5.15% common stock, par value $.01 per share, on the date of grant. Equity value of Stock Options will be determined based on the standard option valuation formula used by Company. The grant of the Company’s fully-diluted common stock (excluding RSUs, Stock Options and Performance Shares provided by this subsection shall generally be made in an administratively reasonable period of time following the effects of any conversion first day of the Employment Term subject to compliance with applicable law and the schedule of the Compensation Committee of the Board. (ib) debt issued RSUs shall vest over a three-year period following the date of grant, with one-third vesting on each of the first, second and third anniversaries of the grant date, provided, that Executive is continuously employed with Company from the grant date to each applicable vesting date. Except as may be otherwise provided in connection with the Initial Financingapplicable award agreement, (ii) the investor convertible subordinated debt issued in January 2014 or (iii) any other convertible debt RSU that is issued prior to unvested on the thirtydate of Executive’s termination for any reason shall be forfeited on such date of termination. (c) Stock Options will vest over three-six (36) month year period following the date of grant, with one-third of the Stock Options vesting on the first anniversary of the Effective Datedate of grant, and monthly thereafter in substantially equal installments over the remaining two years, provided, that Executive is continuously employed with Company from the grant date to each applicable vesting date. Except as may be otherwise provided in the applicable award agreement, any Stock Option that is unvested on the date of Executive’s termination for any reason shall be forfeited on such date of termination. (d) with a per share exercise price equal Subject to achievement of performance objectives, Performance Shares shall vest following the fair market value Committee’s certification of performance following the end of the Company’s common stock (as determined by the Board pursuant to the Plan) at the time of grant. The Initial Grant shall be granted pursuant to and governed by the terms of a stock option award agreement in a form provided by the Company at the time of grant; three-year performance period, commencing January 1, 2014, provided, however, that the form shall provide for cashless exercise of the option in an amount sufficient to satisfy the option exercise price. Provided the Executive remains is continuously and actively employed with Company from the Company through grant date to the applicable vesting date. Except as may be otherwise provided in the applicable award agreement, the Initial Grant will be vested and exercisable with respect to (i) 10% of the underlying common stock as of the Effective Date, (ii) 25% of the underlying common stock any Performance Share that is unvested on the first (1st) anniversary of the Effective Date, and (iii) the remaining shares of underlying common stock in substantially equal monthly installments over the 36-month period that commences on the first (1st) anniversary of the Effective Date. Notwithstanding the foregoing, the Initial Grant shall be fully vested and exercisable immediately prior to, but contingent upon, the occurrence of a Change in Control (as defined above), provided the Executive remains continuously and actively employed with the Company through the date of such Change in Control. Executive’s Initials & Datetermination for any reason shall be forfeited on such date of termination.

Initial Grant. As soon as practicable after the effective date of this Agreement and subject to Board and all other required approvalsEffective on July 6, 2006, the Company shall grant Executive three (3) awards of nonstatutory stock options (collectively, the “Options”) to the Executive under purchase a total of 2,650,000 shares of the Company’s Amended and Restated 2003 Class A Common Stock (“Company Common Stock”) to the maximum extent possible pursuant to the LeapFrog Enterprises, Inc. 2002 Equity Incentive Plan as in effect on the Effective Date (the “Plan”). The first option (the “First Option”) a non-qualified stock shall be an option to purchase a number of 1,200,000 shares of the common stock of the Company equal to 5.15% of the Company’s fullyCommon Stock at a per-diluted common stock (excluding the effects of any conversion of the (i) debt issued in connection with the Initial Financing, (ii) the investor convertible subordinated debt issued in January 2014 or (iii) any other convertible debt that is issued prior to the thirty-six (36) month anniversary of the Effective Date) with a per share exercise price equal to the fair market value of the Company’s common stock Fair Market Value (as determined by the Board pursuant to defined under the Plan) at of a share of Company Common Stock applicable to an option granted on the time effective grant date of grantthe First Option. The Initial Grant second option (the “Second Option”) shall be granted pursuant an option to purchase 950,000 shares of Company Common Stock at an exercise price of $13.33 per share. The third option (the “Third Option”) shall be an option to purchase 500,000 shares of Company Common Stock at an exercise price of $16.67 per share. Each of the Options shall vest over a four (4) year period with twenty-five percent (25%) of the shares subject to each of the Options vesting upon Executive’s completion of one (1) year of continuous employment service, and governed by one-forty-eighth (1/48) of the shares vesting for each month of Executive’s continuous employment service thereafter. The Options shall have a ten (10) year term (the “Option Term”), and will be subject to all terms of and conditions set forth in the Plan and in a stock option award grant notice and stock option agreement substantially in a form provided by the Company at the time of grant; provided, however, that the form shall provide for cashless exercise of the option in an amount sufficient to satisfy the option exercise price. Provided the Executive remains continuously and actively employed with the Company through the applicable vesting date, the Initial Grant will be vested and exercisable with respect to (i) 10% of the underlying common stock forms attached hereto as of the Effective Date, (ii) 25% of the underlying common stock on the first (1st) anniversary of the Effective Date, and (iii) the remaining shares of underlying common stock in substantially equal monthly installments over the 36-month period that commences on the first (1st) anniversary of the Effective Date. Exhibit A. Notwithstanding the foregoing, to the Initial Grant extent that the terms of the Plan restrict the Company’s authority to grant all of the Options under the Plan, the Company shall be fully vested (i) grant all of the First Option and exercisable immediately prior toa portion of the Second Option covering 800,000 shares under the Plan and (ii) grant the balance of the Second Option and all of the Third Option as an inducement grant outside the Plan, but contingent upon, otherwise governed by terms substantially similar to those of the occurrence of a Change in Control (as defined above), provided Plan and by the Executive remains continuously and actively employed with the Company through the date of such Change in Control. Executive’s Initials & Dateterms hereof.

Initial Grant. As soon as practicable after the effective date of this Agreement and subject to Board and all other required approvals, the (a) Company shall grant to the Executive under the Company’s Amended and Restated 2003 Stock Incentive Plan (the “Plan”) a non-qualified stock option to purchase a number of shares of the common stock of the Company an equity award that shall have an equity value equal to 5.15% of $3,000,000.00 on the Company’s fully-diluted common stock (excluding the effects of any conversion of the (i) debt issued in connection with the Initial Financing, (ii) the investor convertible subordinated debt issued in January 2014 or (iii) any other convertible debt that is issued prior to the thirty-six (36) month anniversary of the Effective Date) with a per share exercise price equal to the fair market value of the Company’s common stock (as determined by the Board pursuant to the Plan) at the time date of grant. The Initial Grant shall Based on the equity value on the date of grant, one-third of the equity award will be granted pursuant comprised of restricted stock units (“RSUs”) (rounded to the nearest whole number of units), one-third of the equity award will be comprised of stock options (“Stock Options”) (rounded down to the nearest whole share), and governed by the terms remaining one-third of the equity award will be comprised of performance shares based on relative total shareholder return (“Performance Shares”)(rounded down to the nearest whole share). Equity value of RSUs and Performance Shares will be determined based on the closing price of a stock share of Company common stock, par value $.01 per share, on the date of grant. Equity value of Stock Options will be determined based on the standard option award agreement in a form valuation formula used by Company. The grant of the RSUs, Stock Options and Performance Shares provided by this subsection shall generally be made in an administratively reasonable period of time following the Company at first day of the time Employment Term subject to compliance with applicable law and the schedule of the Compensation Committee of the Board. (b) RSUs shall have the following vesting schedule: (A) fifty percent (50%) of the RSUs shall vest on the second (2nd) anniversary from the date of grant; (B) an additional twenty-five (25%) shall vest on the third (3rd) anniversary from the date of grant; and (C) the remaining twenty-five percent (25%) shall vest on the fourth (4th) anniversary from the date of grant, provided, however, that the form shall provide for cashless exercise of the option in an amount sufficient to satisfy the option exercise price. Provided the Executive remains is continuously and actively employed with Company from the Company through the grant date to each applicable vesting date. Except as may be otherwise provided in the applicable award agreement, any RSU that is unvested on the Initial Grant will date of Executive’s termination for any reason shall be vested and exercisable forfeited on such date of termination. (c) Stock Options shall vest over four (4) years following the date of grant, with respect to twenty-five percent (i25%) 10% of the underlying common stock as of the Effective Date, (ii) 25% of the underlying common stock such Stock Options vesting on the first (1st) anniversary of the Effective Datedate of grant, and (iii) the remaining shares of underlying common stock monthly thereafter in substantially equal monthly installments over the 36-month period remaining three (3) years, provided, that commences on the first (1st) anniversary of the Effective Date. Notwithstanding the foregoing, the Initial Grant shall be fully vested and exercisable immediately prior to, but contingent upon, the occurrence of a Change in Control (as defined above), provided the Executive remains is continuously and actively employed with Company from the Company through grant date to each applicable vesting date. Except as may be otherwise provided in the applicable award agreement, any Stock Option that is unvested on the date of such Change in Control. Executive’s Initials & Datetermination for any reason shall be forfeited on such date of termination. (d) Subject to achievement of performance objectives, Performance Shares shall vest following the Committee’s certification of performance following the end of a three-year performance period, commencing January 1, 2013, provided, that Executive is continuously employed with Company from the grant date to the applicable vesting date. Except as may be otherwise provided in the applicable award agreement, any Performance Share that is unvested on the date of Executive’s termination for any reason shall be forfeited on such date of termination.

Initial Grant. As soon as practicable after On the effective date Commencement Date, in consideration of the Executive’s entering into this Agreement and subject as an inducement to Board and all other required approvalsjoin the Company, the Company Executive shall grant to the Executive be granted, under the Company’s Amended and Restated 2003 Stock Dynegy Inc. 2012 Long Term Incentive Plan Plan, as amended or modified from time to time (the “PlanLTIP”) an award in the amount of $2,200,000 to be converted on the Commencement Date in the following percentages: (A) 50% as Restricted Stock Units (“RSU”); (B) 25% in the form of a non-qualified stock option to purchase shares of Dynegy’s common stock (the “Option”); and (C) 25% in the form of a performance-based stock award. The number of shares granted for the Option shall be determined by dividing 25% of $2,200,000 by the Black-Scholes value of Dynegy’s common stock as of the common stock of Commencement Date, and the Company equal to 5.15% of the Company’s fully-diluted common stock (excluding the effects of any conversion of the (i) debt issued in connection with the Initial Financing, (ii) the investor convertible subordinated debt issued in January 2014 or (iii) any other convertible debt that is issued prior to the thirty-six (36) month anniversary of the Effective Date) with a per share exercise price equal to for the Option will be the fair market value (as defined in the LTIP) of the CompanyDynegy’s common stock as of the Commencement Date. The number of shares granted for the RSU will be determined as of the Commencement Date by dividing 50% of $2,200,000 by the fair market value (as defined in the LTIP) of Dynegy’s common stock on that date. The number of shares or units granted and the performance criteria for the performance-based award constituting the remaining 25% of the Initial Grant will be determined by the Compensation Committee of the Board pursuant to the Plan) and will be made at the same time (or, if later, on the Commencement Date) and in the same form as received by employees at Vice-President and above as part of the 2013 Long-Term Incentive grant. The Initial Grant Each award shall be granted pursuant to and governed by the LTIP’s terms and the terms of a separate stock option award agreement, restricted stock unit award agreement in a form provided by and performance award agreement between the Executive and the Company and/or Dynegy. Provided the Executive remains in active working status at such time, the Option and RSU shall become vested, and the Option shall become exercisable, in equal installments on the 2014, 2015, and 2016 anniversaries of the Commencement Date and the Performance Award shall become vested in full at the time end of grantthe three year performance period; provided, however, that the form shall provide for cashless exercise of the option in an amount sufficient to satisfy the option exercise price. Provided the Executive remains continuously and actively employed with the Company through the applicable vesting date, the Initial Grant will be vested and exercisable with respect to (i) 10% of the underlying common stock as of the Effective Date, (ii) 25% of the underlying common stock on the first (1st) anniversary of the Effective Date, and (iii) the remaining shares of underlying common stock in substantially equal monthly installments over the 36-month period that commences on the first (1st) anniversary of the Effective Date. Notwithstanding the foregoing, the Initial Grant shall be fully vested and exercisable immediately prior to, but contingent upon, the occurrence of if a Change in Control (as defined abovein the Dynegy Inc. Executive Change in Control Severance Plan (the “Change in Control Plan”)) occurs or if the Executive has an Involuntary Termination (as defined in the Dynegy Inc. Executive Severance Pay Plan (the “Severance Plan”), provided the Executive remains continuously Option and actively employed RSU shall immediately vest in full, and the Option shall thereafter be exercisable in accordance with the Company through terms of the date of such Change in Control. Executive’s Initials & Dateapplicable award agreement.

Initial Grant. As soon as practicable after the effective date of this Agreement and subject to Board and all other required approvals, the (a) Company shall grant to the Executive under the Company’s Amended and Restated 2003 Stock Incentive Plan (the “Plan”) a non-qualified stock option to purchase a number of shares of the common stock of the Company an equity award that shall have an equity value equal to 5.15$1,750,000.00 on the date of grant. Based on the equity value on the date of grant, 33.33% of the Company’s fully-diluted common equity award will be comprised of restricted stock units (excluding “RSUs”) (rounded to the effects nearest whole number of any conversion units), 33.33% of the equity award will be comprised of stock options (i“Stock Options”) debt issued in connection with the Initial Financing, (ii) the investor convertible subordinated debt issued in January 2014 or (iii) any other convertible debt that is issued prior rounded down to the thirty-six (36) month anniversary nearest whole share), and the remaining 33.33% of the Effective Date) with a per share exercise price equal equity award will be comprised of performance shares based on relative total shareholder return (“Performance Shares”)(rounded down to the fair market nearest whole share). Equity value of RSUs and Performance Shares will be determined based on the Company’s closing price of a share of Company common stock (as determined by stock, par value $.01 per share, on the Board pursuant to the Plan) at the time date of grant. Equity value of Stock Options will be determined based on the standard option valuation formula used by Company. The Initial Grant shall be granted pursuant to grant of the RSUs, Stock Options and governed by the terms of a stock option award agreement in a form Performance Shares provided by this subsection shall generally be made in an administratively reasonable period of time following the Company at first day of the time Employment Term subject to compliance with applicable law and the schedule of the Compensation Committee of the Board. (b) RSUs shall have the following vesting schedule: (A) fifty percent (50%) of the RSUs shall vest on the second (2nd) anniversary from the date of grant; (B) an additional twenty-five (25%) shall vest on the third (3rd) anniversary from the date of grant; and (C) the remaining twenty-five percent (25%) shall vest on the fourth (4th) anniversary from the date of grant, provided, however, that the form shall provide for cashless exercise of the option in an amount sufficient to satisfy the option exercise price. Provided the Executive remains is continuously and actively employed with Company from the Company through the grant date to each applicable vesting date. Except as may be otherwise provided in the applicable award agreement or in this Agreement, any RSU that is unvested on the Initial Grant will date of Executive’s termination for any reason shall be vested and exercisable forfeited on such date of termination. (c) Stock Options shall vest over four (4) years following the date of grant, with respect to twenty-five percent (i25%) 10% of the underlying common stock as of the Effective Date, (ii) 25% of the underlying common stock such Stock Options vesting on the first (1st) anniversary of the Effective Datedate of grant, and (iii) the remaining shares of underlying common stock in substantially equal monthly installments over the 36-month period thereafter, provided, that commences on the first (1st) anniversary of the Effective Date. Notwithstanding the foregoing, the Initial Grant shall be fully vested and exercisable immediately prior to, but contingent upon, the occurrence of a Change in Control (as defined above), provided the Executive remains is continuously and actively employed with Company from the Company through grant date to each applicable vesting date. Except as may be otherwise provided in the applicable award agreement or in this Agreement, any Stock Option that is unvested on the date of such Change in Control. Executive’s Initials & Datetermination for any reason shall be forfeited on such date of termination. (d) Subject to achievement of performance objectives, Performance Shares shall vest following the Committee’s certification of performance following the end of a three-year performance period that starts on January 1, 2012, provided that Executive is continuously employed with Company from the grant date to the applicable vesting date. Except as may be otherwise provided in the applicable award agreement or in this Agreement, any Performance Share that is unvested on the date of Executive’s termination for any reason shall be forfeited on such date of termination. (e) To the extent Company grants equity incentive awards to any new Executive Vice President as an inducement to commence employment with Company and such equity incentive awards have more favorable vesting terms than the equity incentive awards received by Executive pursuant to paragraph 4.D.(iii), then any outstanding and unvested equity incentive awards granted to Executive pursuant to paragraph 4.D.(iii) of the same type shall be amended to provide Executive with the same more favorable vesting terms; provided, however, that any special one-time equity incentive awards granted by Company to any new Executive Vice President that have more favorable vesting terms and are specifically intended to compensate for equity incentives from a previous employer that will be forfeited will not trigger any amendments under this paragraph 4.D.(iv) to the terms of Executive’s equity incentive awards. Furthermore, to the extent Company agrees to grant equity incentive awards to any current Executive Vice President during the term of his or her employment with Company that have more favorable vesting terms than any outstanding equity incentive awards received by Executive pursuant to paragraph 4.D.(iii), then any outstanding and unvested equity incentive awards granted to Executive pursuant to paragraph 4.D.(iii) of the same type shall be amended to provide Executive with the same more favorable vesting terms.

Initial Grant. As soon as practicable after the effective date of this Agreement and subject to Board and all other required approvals, the (a) Company shall grant to the Executive under the Company’s Amended and Restated 2003 Stock Incentive Plan (the “Plan”) a non-qualified stock option to purchase a number of shares of the common stock of the Company an equity award that shall have an equity value equal to 5.15$5,000,000 on the date of grant. Based on the equity value on the date of grant, 33.33% of the Company’s fully-diluted equity award will be comprised of restricted stock units (“RSUs”) (rounded to the nearest whole number of units), 33.33% of the equity award will be comprised of stock options (“Stock Options”) (rounded down to the nearest whole share), and the remaining 33.33% of the equity award will be comprised of performance shares based on relative total shareholder return (“Performance Shares”)(rounded down to the nearest whole share). Equity value of RSUs and Performance Shares will be determined based on the closing price of a share of Company common stock (excluding on the effects of any conversion of the (i) debt issued in connection with the Initial Financing, (ii) the investor convertible subordinated debt issued in January 2014 or (iii) any other convertible debt that is issued prior to the thirty-six (36) month anniversary of the Effective Date) with a per share exercise price equal to the fair market value of the Company’s common stock (as determined by the Board pursuant to the Plan) at the time date of grant. Equity value of Stock Options will be determined based on the standard option valuation formula used by Company. The Initial Grant grant of the RSUs, Stock Options and Performance Shares provided by this subsection shall be granted pursuant made on the next scheduled grant date following the first day of the Employment Term subject to compliance with applicable law and governed by the terms schedule of a stock option award agreement in a form provided by the Company at Compensation Committee of the time Board. (b) RSUs shall have the following vesting schedule: (A) fifty percent (50%) of the RSUs shall vest on the second (2nd) anniversary from the date of grant; (B) an additional twenty-five (25%) shall vest on the third (3rd) anniversary from the date of grant; and (C) the remaining twenty-five percent (25%) shall vest on the fourth (4th) anniversary from the date of grant, provided, however, that the form shall provide for cashless exercise of the option in an amount sufficient to satisfy the option exercise price. Provided the Executive remains is continuously and actively employed with Company from the Company through the grant date to each applicable vesting date. Except as may be otherwise provided in the applicable award agreement, any RSU that is unvested on the Initial Grant will date of Executive’s termination for any reason shall be vested and exercisable forfeited on such date of termination. (c) Stock Options shall vest over four (4) years following the date of grant, with respect to twenty-five percent (i25%) 10% of the underlying common stock as of the Effective Date, (ii) 25% of the underlying common stock such Stock Options vesting on the first (1st) anniversary of the Effective Datedate of grant, and (iii) the remaining shares of underlying common stock in substantially equal monthly installments over the 36-month period thereafter, provided, that commences on the first (1st) anniversary of the Effective Date. Notwithstanding the foregoing, the Initial Grant shall be fully vested and exercisable immediately prior to, but contingent upon, the occurrence of a Change in Control (as defined above), provided the Executive remains is continuously and actively employed with Company from the Company through grant date to each applicable vesting date. Except as may be otherwise provided in the applicable award agreement, any Stock Option that is unvested on the date of such Change in Control. Executive’s Initials & Datetermination for any reason shall be forfeited on such date of termination. (d) Subject to achievement of performance objectives, Performance Shares shall vest following the Committee’s certification of performance following the end of a three-year performance period that starts on January 1, 2012, provided, that Executive is continuously employed with Company from the grant date to the applicable vesting date. Except as may be otherwise provided in the applicable award agreement, any Performance Share that is unvested on the date of Executive’s termination for any reason shall be forfeited on such date of termination.

Initial Grant. As soon as reasonably practicable after the effective date of this Agreement and subject to Board and all other required approvalsAgreement, the Company shall cause the Board or a committee thereof to grant to the Executive under the Company’s Amended and Restated 2003 Stock Incentive Plan (the “Plan”) a non-qualified stock option to purchase a number of 25,000 shares of the common stock of the Company Company, at an exercise price per share equal to 5.15% fair market value per share as of the date of grant, (the “Initial Performance Option”) and an additional non-qualified option to purchase 25,000 shares of common stock of the Company’s fully-diluted common stock (excluding the effects of any conversion of the (i) debt issued in connection with the Initial Financing, (ii) the investor convertible subordinated debt issued in January 2014 or (iii) any other convertible debt that is issued prior to the thirty-six (36) month anniversary of the Effective Date) with a per share at an exercise price equal to $1.50 per share (the fair market value “Initial Service Option” and together with the Initial Performance Option, referred to herein as the “Initial Options”). The terms and conditions of the Initial Options shall be governed by the Company’s common 1995 Equity Incentive Plan, as it may be amended from time to time (the “1995 Plan”), and shall be evidenced by a separate stock (as determined option agreement executed by the Board pursuant to Company and Executive (the Plan“Initial Stock Option Agreement”) at the time of grantwhich shall contain terms consistent with this Section 2(c)(i) and other customary terms. The Initial Grant Stock Option Agreement shall be granted pursuant to provide, among other things, for the following: (A) The Initial Service Option shall become exercisable in four equal annual installments on each of the first, second, third and governed by fourth anniversaries of the terms of a stock option award agreement in a form Commencement Date, provided that Executive remains continuously employed by the Company at through each such date; (B) Notwithstanding the time foregoing, to the extent that the exercise of grantany portion of the Initial Service Option would result in the Company losing its deduction under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor thereto, such Initial Service Option shall not be exercisable until the earlier of the date the Company will receive its deduction under Section 162(m) of the Code and the date that is nine years and ten months from the applicable grant date. (C) The Initial Performance Option shall vest on the seventh anniversary of the Commencement Date if Executive is actively employed by the Company on such anniversary; provided, however, that the form shall provide for cashless exercise vesting of the option in an amount sufficient Initial Performance Options, or any portion thereof, may be accelerated based upon the achievement of financial and operating objectives that will be established by the Company prior to satisfy the option exercise price. Provided the February 28, 2002, provided Executive remains continuously and is actively employed with the Company through the applicable vesting date, the Initial Grant will be vested and exercisable with respect to (i) 10% of the underlying common stock as of the Effective Date, (ii) 25% of the underlying common stock on the first (1st) anniversary of the Effective Date, and (iii) the remaining shares of underlying common stock in substantially equal monthly installments over the 36-month period that commences on the first (1st) anniversary of the Effective Date. Notwithstanding the foregoing, the Initial Grant shall be fully vested and exercisable immediately prior to, but contingent upon, the occurrence of a Change in Control (as defined above), provided the Executive remains continuously and actively employed with the Company through the date of such Change acceleration; (D) The Initial Options shall expire on the tenth anniversary of the date of grant, provided that such Initial Options shall be subject to earlier expiration upon termination of employment in Control. accordance with the Initial Stock Option Agreement; and (E) Upon Executive’s Initials & Datetermination of employment other than a termination by the Company for Cause, Executive shall have at least ninety (90) days after the Date of Termination (as hereinafter defined) to exercise any or all of the Initial Options that have become vested as of the Date of Termination.

Initial Grant. As soon as practicable after the effective date of incentive to enter into and undertake employment pursuant to this Agreement and subject to in satisfaction of the Board and all other required approvalsLetter, the Company shall grant to Executive on the Executive under the Company’s Amended and Restated 2003 Stock Incentive Plan (the “Plan”) Effective Date a non-qualified stock option to purchase a number of 230,000 shares of the common stock of the Company equal to 5.15% of (the "Option") under the Company’s fully-diluted common stock 's Equity Incentive Plan, effective January 23, 2014 (excluding the effects of any conversion of the (i"Plan") debt issued in connection with the Initial Financing, (ii) the investor convertible subordinated debt issued in January 2014 or (iii) any other convertible debt that is issued prior to the thirty-six (36) month anniversary of the Effective Date) with a per share at an exercise price equal to the fair market value of the Company’s common stock (as determined by the Board pursuant to the Plan) at the time of grant. The Initial Grant shall be granted pursuant to and governed by the terms of a stock option award agreement in a form provided by the Company at the time of grant; provided, however, that the form shall provide for cashless exercise of the option in an amount sufficient to satisfy the option exercise price. Provided the Executive remains continuously and actively employed with the Company through the applicable vesting date, the Initial Grant will be vested and exercisable with respect to (i) 10% of the underlying common stock as of the Effective Date, (ii) 25% of the underlying 's common stock on the grant date. 4,700 shares granted pursuant to the Option shall be deemed vested as of the date of grant and the remainder of the Option shall vest one-third upon the first (1st) anniversary of the Effective Date, one-third upon the second anniversary of the Effective Date and (iii) one-third upon the remaining shares of underlying common stock in substantially equal monthly installments over the 36-month period that commences on the first (1st) third anniversary of the Effective Date. Notwithstanding the foregoing, the Initial Grant shall be fully vested and exercisable immediately prior to, but contingent upon, the occurrence of a Change in Control (as defined above), provided the Executive remains continuously and actively employed with the Company through on the applicable vesting date and further provided that, in the event of such a Change in Control, as defined in the Plan, while Executive is employed by the Company any unvested portion of the Option shall vest immediately upon the Change in Control. Executive’s Initials & DateNotwithstanding the foregoing in no event may (i) Executive exercise 112,650 shares with respect to the Option (the "Unapproved Portion") prior to the Company receiving shareholder approval of an increase in the number of shares of common stock authorized under the Plan (or adoption of a new plan covering the Unapproved Portion) which amendment to the Plan or adoption of a new plan shall include provision for the issuance of shares of common stock underlying the Unapproved Portion; and (ii) if shareholder approval is not obtained for any reason on or prior to November 30, 2017, the Unapproved Portion shall be cancelled (from the unvested portion of the Option) and of no further force and effect. For avoidance of doubt, the Unapproved Portion does not include the 4,700 shares granted pursuant to the Option that are deemed vested as of the date of grant. A cancellation of the Unapproved Portion shall in no event be deemed a breach of this Agreement. The Option shall be evidenced in writing by, and subject to the terms and conditions of, the Plan and, except as otherwise set forth herein, the Company's standard form of stock option agreement, which agreement shall expire ten (10) years from the date of grant except as otherwise provided herein, in the stock option agreement or the Plan. The Executive shall be eligible to receive from time to time additional equity awards under the Plan. The Company represents and warrants to the Executive that (i) this Agreement and the Option have been duly authorized by the Company's Board of Directors or a committee thereof and are the va lid and binding obligations of the Company, enforceable in accordance with their respective terms, including the Company's right to terminate the Unapproved Portion if no stockholder consent is obtained in a timely manner; and (ii) the grant of the Option does not violate applicable law or Nasdaq listing requirement s.

Initial Grant. As soon as reasonably practicable after the effective date of this Agreement and subject to Board and all other required approvalsAgreement, the Company shall cause the Board or a committee thereof to grant to the Executive under the Company’s Amended and Restated 2003 Stock Incentive Plan (the “Plan”) a non-qualified stock option to purchase a number of 100,000 shares of the common stock of the Company Company, at an exercise price per share equal to 5.15% fair market value per share as of the date of grant, (the "Initial Performance Option") and an additional non-qualified option to purchase 100,000 shares of common stock of the Company’s fully-diluted common stock (excluding the effects of any conversion of the (i) debt issued in connection with the Initial Financing, (ii) the investor convertible subordinated debt issued in January 2014 or (iii) any other convertible debt that is issued prior to the thirty-six (36) month anniversary of the Effective Date) with a per share at an exercise price equal to $1.50 per share (the fair market value "Initial Service Option" and together with the Initial Performance Option, referred to herein as the "Initial Options"). The terms and conditions of the Company’s common stock (as determined Initial Options shall be governed by the Board pursuant Company's 1995 Equity Incentive Plan, as it may be amended from time to time (the "1995 Plan"), and shall be evidenced by a separate stock option agreement executed by the Company and Executive (the "Initial Stock Option Agreement") at the time of grantwhich hall contain terms consistent with this Section 2(c)(i) and other customary terms. The Initial Grant Stock Option Agreement shall be granted pursuant to provide, among other things, for the following: (A) the Initial Service Option shall become exercisable in four equal annual installments on each of the first, second, third and governed by fourth anniversaries of the terms of a stock option award agreement in a form Commencement Date, provided that Executive remains continuously employed by the Company at through each such date; (B) Notwithstanding the time foregoing, to the extent that the exercise of grantany portion of the Initial Service Option would result in the Company losing its deduction under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor thereto, such Initial Service Option shall not be exercisable until the earlier of the date the Company will receive its deduction under Section 162(m) of the Code and the date that is nine years and ten months from the applicable grant date. (C) the Initial Performance Option shall vest on the seventh anniversary of the Commencement Date if Executive is actively employed by the Company on such anniversary; provided, however, that the form shall provide for cashless exercise vesting of the option in an amount sufficient Initial Performance Options, or any portion thereof, may be accelerated based upon the achievement of financial and operating objectives that will be established by the Company prior to satisfy the option exercise price. Provided the February 28, 2002, provided Executive remains continuously and is actively employed with the Company through the applicable vesting date, the Initial Grant will be vested and exercisable with respect to (i) 10% of the underlying common stock as of the Effective Date, (ii) 25% of the underlying common stock on the first (1st) anniversary of the Effective Date, and (iii) the remaining shares of underlying common stock in substantially equal monthly installments over the 36-month period that commences on the first (1st) anniversary of the Effective Date. Notwithstanding the foregoing, the Initial Grant shall be fully vested and exercisable immediately prior to, but contingent upon, the occurrence of a Change in Control (as defined above), provided the Executive remains continuously and actively employed with the Company through the date of such Change acceleration; (D) the Initial Options shall expire on the tenth anniversary of the date of grant, provided that such Initial Options shall be subject to earlier expiration upon termination of employment in Control. accordance with the Initial Stock Option Agreement; and (E) upon Executive’s Initials & Date's termination of employment other than a termination by the Company for Cause, Executive shall have at least ninety (90) days after the Date of Termination (as hereinafter defined) to exercise any or all of the Initial Options that have become vested as of the Date of Termination.