Common use of Initial Stock Options Clause in Contracts

Initial Stock Options. On the Effective Date, Employer shall issue to Employee options (the "Stock Options") to purchase up to Twenty Thousand (20,000) shares of common stock, par value $0.01 per share, of Employer (the "Common Stock"). The exercise of any of the Stock Options will be conditioned upon Employer receiving, as required by the New York Stock Exchange (the "NYSE"), either (i) a waiver by the NYSE permitting Employer to issue stock upon exercise of the Stock Options without stockholder approval (which waiver Employer shall use reasonable efforts to obtain), or (ii) if such waiver is not obtained, the approval of the stockholders of Employer with regard to the issuance of stock upon exercise of the Stock Options. Except as provided herein, the Stock Options shall vest in the same manner that options will vest for other executive personnel of Employer, which will be determined by the Board or the Compensation Committee thereof; provided, however, that each Stock Option shall fully vest immediately upon the termination of this Agreement pursuant to Section 4(a)(i) or Section 4(b) hereof. Each Stock Option shall be exercisable at a price per share of Common Stock equal to the closing trading price of the Common Stock on the NYSE for the trading day immediately preceding the day on which such Stock Option is granted by Employer. Subject to the vesting requirements set forth above and continued employment by Employee with Employer, each Stock Option shall be exercisable for a period of ten (10) years from the date such Stock Option is granted (the "Grant Date"). To the extent each such Stock Option shall have vested pursuant to this Section 3(c), such exercise period shall survive the expiration or termination of Employee's employment by Employer, pursuant to this Agreement or otherwise, for any reason whatsoever, for a period of ninety (90) days following the termination of Employee's employment. Subject to any required action by Employer (which shall be promptly taken), the stockholders of Employer and provisions of the Maryland General Corporation Law, if the outstanding shares of Common Stock are increased or decreased or changed into or exchanged for a different number or kind of security by reason of any recapitalization, reclassification, stock split-up, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in such Common Stock effected without receipt of consideration by Employer occurring after the date the Stock Options are granted, Employer promptly shall take such actions, on its own behalf, and, to the extent that any action should be required of any other person including, without limitation, the stockholders of Employer, shall use its best efforts to cause such action(s) promptly to be taken by such person(s), as are necessary to effect a proportionate and appropriate adjustment in the number of shares of Common Stock subject to the Stock Options, so that the proportionate interest of Employee immediately following such event shall, to the extent practicable, be the same as immediately prior to such event. Any such adjustment in the number of shares of Common Stock subject to the Stock Options shall not change the total price with respect to shares of Common Stock subject to the unexercised portion of the Stock Options but shall include a corresponding proportionate adjustment in the Stock Option price per share of Common Stock. Except as provided herein, a Stock Option that has not vested upon the expiration or termination of Employee's employment by Employer, pursuant to this Agreement or otherwise, shall terminate and never vest.

Initial Stock Options. On the Effective Date, Employer shall issue effective date of a plan of reorganization for the Company which is confirmed by a bankruptcy court pursuant to Employee options (the "Stock Options") a final order which is no longer subject to purchase up to Twenty Thousand (20,000) shares of common stock, par value $0.01 per share, of Employer (the "Common Stock"). The exercise of any of the Stock Options will be conditioned upon Employer receiving, as required by the New York Stock Exchange (the "NYSE"), either (i) a waiver by the NYSE permitting Employer to issue stock upon exercise of the Stock Options without stockholder approval (which waiver Employer shall use reasonable efforts to obtain), or (ii) if such waiver is not obtainedappeal, the approval of Company shall grant the stockholders of Employer with regard to the issuance of stock upon exercise of the Stock Options. Except as provided herein, the Stock Options shall vest in the same manner that options will vest for other executive personnel of Employer, which will be determined by the Board or the Compensation Committee thereof; provided, however, that each Stock Option shall fully vest immediately upon the termination of this Agreement pursuant to Section 4(a)(i) or Section 4(b) hereof. Each Stock Option shall be exercisable at Executive a price per share of Common Stock equal to the closing trading price of the Common Stock on the NYSE for the trading day immediately preceding the day on which such Stock Option is granted by Employer. Subject to the vesting requirements set forth above and continued employment by Employee with Employer, each Stock Option shall be exercisable for a period of ten (10) years year option to purchase two hundred thousand (200,000) shares of stock of the Company, which option shall vest and be exercisable as set forth below and which option shall be transferable by the Executive to members of his immediate family or to trusts or partnerships formed for the benefit of the Executive or members of his immediate family: (1) 100,000 is fully vested and is exercisable from and after the date such Stock Option is granted of grant (the "Grant Date"); (2) 50,000 shall vest and become exercisable in twelve (12) equal monthly portions, beginning with the first anniversary of the Grant Date, with one-twelfth (1/12) vesting on the first anniversary and an additional one-twelfth (1/12) vesting on the first day of each of the next eleven (11) calendar months thereafter; and (3) 50,000 shall vest and become exercisable in twelve (12) equal monthly portions, beginning with the second anniversary of the Grant Date, with one-twelfth (1/12) vesting on the first day of each of the next eleven (11) calendar months thereafter. The Company shall take such reasonable efforts as may be necessary to cause any shares to be issued in connection with such option awards to be registered under the Federal Securities Act of 1933, as amended, or under applicable state securities laws, or to secure an appropriate exemption from such registration. The terms and conditions of the said option awards are to be included in a Stock Option Agreement in the form attached hereto as Exhibit A. The options shall become exercisable immediately upon vesting and shall remain exercisable until they expire or otherwise terminate in accordance with this Agreement or the terms and conditions set forth in Exhibit A. To the extent each such Stock Option shall have vested pursuant the Company is unable to provide sufficient shares to comply with this Section 3(c), such exercise period shall survive the expiration or termination of Employee's employment by Employer, pursuant to this Agreement or otherwise, for any reason whatsoever, for a period of ninety (90) days following the termination of Employee's employment. Subject to any required action by Employer (which shall be promptly taken4(c), the stockholders of Employer and provisions Company shall provide the Executive with the economic equivalent of the Maryland General Corporation Law, if value of the outstanding shares of Common Stock are increased or decreased or changed into or exchanged for a different number or kind of security by reason of any recapitalization, reclassification, stock split-up, combination of shares, exchange of shares, stock dividend or other distribution payable option award(s) described in capital stock, or other increase or decrease in such Common Stock effected without receipt of consideration by Employer occurring after the date the Stock Options are granted, Employer promptly shall take such actions, on its own behalf, and, to the extent that any action should be required of any other person including, without limitation, the stockholders of Employer, shall use its best efforts to cause such action(sthis Section 4(c) promptly to be taken by such person(s), as are necessary to effect a proportionate and appropriate adjustment in the number form of shares of Common Stock subject to the Stock Options, so that the proportionate interest of Employee immediately following such event shall, to the extent practicable, be a stock appreciation right based upon substantially the same terms and conditions as immediately prior to such event. Any such adjustment set forth in the number of shares of Common Stock subject to the Stock Options shall not change the total price with respect to shares of Common Stock subject to the unexercised portion of the Stock Options but shall include a corresponding proportionate adjustment in the Stock Option price per share of Common Stock. Except as provided herein, a Stock Option that has not vested upon the expiration or termination of Employee's employment by Employer, pursuant to this Agreement or otherwise, shall terminate and never vest.Exhibit A.

Initial Stock Options. On As soon as reasonably practicable after the Effective Commencement Date, Employer the Company shall issue cause the Board or a committee thereof to Employee options (grant to the "Stock Options") Principal a non-qualified option to purchase up to Twenty Thousand (20,000) 557,926 shares of common stock, par value $0.01 per share, stock of Employer the Parent (the "Common Stock"). The ) at an exercise of any of the Stock Options will be conditioned upon Employer receiving, as required by the New York Stock Exchange price per share equal to $6.82 per share (the "NYSEInitial Option") in exchange for consideration paid by the Principal to the Company, within three business days after shareholder approval of such grant, in the amount of $200,000. The terms and conditions of the Initial Option shall be evidenced by a separate stock option agreement executed by the Company and the Principal (the "Initial Option Agreement") which shall contain terms consistent with the Company's 2003 Equity Incentive Plan as it may be amended from time to time (the "Equity Plan"), either this Section 3(a) and other customary terms. The Initial Option Agreement shall provide, among other things, for the following: (i) a waiver by The Initial Option shall vest in equal installments on the NYSE permitting Employer to issue stock upon exercise second, third, fourth and fifth anniversaries of the Stock Options without stockholder approval (which waiver Employer shall use reasonable efforts Commencement Date; provided that the Service Period is not terminated prior to obtain), or any such applicable anniversary date; (ii) if such waiver is not obtainedNotwithstanding the foregoing, (A) in the approval of event that the stockholders of Employer with regard Company terminates the Service Period without Cause (as defined below) or the Principal terminates the Service Period for Good Reason (as defined below) prior to the issuance consummation of stock upon exercise of the Stock Options. Except a Change in Control (as provided herein, the Stock Options shall vest defined in the same manner that options will vest for other executive personnel of Employer, which will be determined by the Board or the Compensation Committee thereof; provided, howeverEquity Plan), that each Stock Option shall fully vest immediately upon the termination of this Agreement pursuant to Section 4(a)(i) or Section 4(b) hereof. Each Stock Option shall be exercisable at a price per share of Common Stock equal to the closing trading price of the Common Stock on the NYSE for the trading day immediately preceding the day on which such Stock Option is granted by Employer. Subject to the vesting requirements set forth above and continued employment by Employee with Employer, each Stock Option shall be exercisable for a period of ten (10) years from the date such Stock Option is granted (the "Grant Date"). To the extent each such Stock Option shall have vested pursuant to this Section 3(c), such exercise period shall survive the expiration or termination of Employee's employment by Employer, pursuant to this Agreement or otherwise, for any reason whatsoever, for a period of ninety (90) days following the termination of Employee's employment. Subject to any required action by Employer (which shall be promptly taken), the stockholders of Employer and provisions of the Maryland General Corporation Law, if the outstanding shares of Common Stock are increased or decreased or changed into or exchanged for a different number or kind of security by reason of any recapitalization, reclassification, stock split-up, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in such Common Stock effected without receipt of consideration by Employer occurring after the date the Stock Options are granted, Employer promptly shall take such actions, on its own behalf, and, to the extent that any action should be required of any other person including, without limitation, the stockholders of Employer, shall use its best efforts to cause such action(s) promptly to be taken by such person(s), as are necessary to effect a proportionate and appropriate adjustment in the number of shares of Common Stock subject to the Stock Options, so that the proportionate interest of Employee immediately following such event shall, to the extent practicable, be the same as immediately prior to such event. Any such adjustment in the number of shares of Common Stock subject to the Stock Options shall not change the total price with respect to shares of Common Stock subject to the unexercised portion of the Stock Options but Initial Option that would have become vested and exercisable on the anniversary of the Commencement Date immediately following the Date of Termination (as defined below) shall include a corresponding proportionate adjustment in vest and become immediately exercisable and any remaining portion of the Stock Option price per share of Common Stock. Except as provided herein, a Stock Initial Option that has not become vested upon and exercisable shall immediately expire and be forfeited, (B) in the expiration event that, within the two-year period following the consummation of a Change in Control, the Company terminates the Service Period without Cause or termination the Principal terminates the Service Period for Good Reason, all or any portion of Employeethe Initial Option that has not yet become exercisable shall vest and become immediately exercisable, or (C) if the Service Period terminates for any other reason, any portion of the Initial Option which has not become exercisable on such Date of Termination shall immediately expire and be forfeited; and (iii) Any portion of the Initial Option which has become vested and exercisable shall expire on the earlier of (A) the tenth anniversary of the date of grant, (B) the commencement of business on the date the Service Period is terminated for Cause, (C) ninety days after the Service Period is terminated by the Principal without Good Reason, or (D) the second anniversary of the date the Service Period is terminated (x) on account of the Principal's employment death or Disability, (as defined below), (y) by Employerthe Company without Cause, pursuant to this Agreement or otherwise, shall terminate and never vest(z) by the Principal for Good Reason.

Initial Stock Options. On As soon as reasonably practicable after the Effective date of the Commencement Date, Employer the Company shall issue cause the Board or a committee thereof to Employee options grant to the Executive a non-qualified option to purchase 111,585 shares of Common Stock at an exercise price per share equal to $6.82 per share (the "Stock Options") to purchase up to Twenty Thousand (20,000) shares of common stock, par value $0.01 per share, of Employer (the "Common StockInitial Option"). The exercise of any terms and conditions of the Stock Options will Initial Option shall be conditioned upon Employer receiving, as required evidenced by a separate stock option agreement executed by the New York Stock Exchange Company and the Executive (the "NYSEInitial Option Agreement") which shall contain terms consistent with the 2003 Equity Incentive Plan, as may be amended from time to time (the "Equity Plan"), either this Section 3(a) and other customary terms. The Initial Option Agreement shall provide, among other things, for the following: (i) a waiver The Initial Option shall vest in equal installments on the second, third, fourth and fifth anniversaries of the Commencement Date; provided that the Executive is continuously employed by the NYSE permitting Employer to issue stock upon exercise of the Stock Options without stockholder approval (which waiver Employer shall use reasonable efforts to obtain), or Company through each such applicable anniversary date; (ii) if such waiver is Notwithstanding the foregoing, (A) in the event that the Company terminates the Executive's employment without Cause or the Executive terminates his employment for Good Reason prior to the consummation of a Change in Control (as defined in the Equity Plan), that portion of the Initial Option that would have become vested and exercisable on the next applicable anniversary of the Commencement Date following the Date of Termination (as defined below) shall vest and become immediately exercisable and any remaining portion of the Initial Option that has not obtainedbecome vested and exercisable shall immediately expire and be forfeited, (B) in the event that, within the two year period following the consummation of a Change in Control, the approval of Company terminates the stockholders of Employer with regard to the issuance of stock upon exercise of the Stock Options. Except as provided herein, the Stock Options shall vest in the same manner that options will vest for other executive personnel of Employer, which will be determined by the Board Executive's employment without Cause or the Compensation Committee thereof; providedExecutive terminates his employment for Good Reason, however, that each Stock Option shall fully vest immediately upon the termination of this Agreement pursuant to Section 4(a)(i) or Section 4(b) hereof. Each Stock Option shall be exercisable at a price per share of Common Stock equal to the closing trading price of the Common Stock on the NYSE for the trading day immediately preceding the day on which such Stock Option is granted by Employer. Subject to the vesting requirements set forth above and continued employment by Employee with Employer, each Stock Option shall be exercisable for a period of ten (10) years from the date such Stock Option is granted (the "Grant Date"). To the extent each such Stock Option shall have vested pursuant to this Section 3(c), such exercise period shall survive the expiration or termination of Employee's employment by Employer, pursuant to this Agreement or otherwise, for any reason whatsoever, for a period of ninety (90) days following the termination of Employee's employment. Subject to any required action by Employer (which shall be promptly taken), the stockholders of Employer and provisions of the Maryland General Corporation Law, if the outstanding all shares of Common Stock are increased or decreased or changed into or exchanged for a different number or kind of security by reason of any recapitalization, reclassification, stock split-up, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in such Common Stock effected without receipt of consideration by Employer occurring after underlying the date the Stock Options are granted, Employer promptly Initial Option shall take such actions, on its own behalf, and, to the extent that any action should be required of any other person including, without limitation, the stockholders of Employer, shall use its best efforts to cause such action(s) promptly to be taken by such person(s), as are necessary to effect a proportionate become immediately vested and appropriate adjustment in the number of shares of Common Stock subject to the Stock Options, so that the proportionate interest of Employee immediately following such event shall, to the extent practicable, be the same as immediately prior to such event. Any such adjustment in the number of shares of Common Stock subject to the Stock Options shall not change the total price with respect to shares of Common Stock subject to the unexercised portion of the Stock Options but shall include a corresponding proportionate adjustment in the Stock Option price per share of Common Stock. Except as provided herein, a Stock Option that has not vested upon the expiration or termination of Employee's employment by Employer, pursuant to this Agreement or otherwise, shall terminate and never vest.exercisable; or

Initial Stock Options. On the Effective Date, Employer shall issue effective date of a plan of reorganization for the Company which is confirmed by a bankruptcy court pursuant to Employee options (the "Stock Options") a final order which is no longer subject to purchase up to Twenty Thousand (20,000) shares of common stock, par value $0.01 per share, of Employer (the "Common Stock"). The exercise of any of the Stock Options will be conditioned upon Employer receiving, as required by the New York Stock Exchange (the "NYSE"), either (i) a waiver by the NYSE permitting Employer to issue stock upon exercise of the Stock Options without stockholder approval (which waiver Employer shall use reasonable efforts to obtain), or (ii) if such waiver is not obtainedappeal, the approval of Company shall grant the stockholders of Employer with regard to the issuance of stock upon exercise of the Stock Options. Except as provided herein, the Stock Options shall vest in the same manner that options will vest for other executive personnel of Employer, which will be determined by the Board or the Compensation Committee thereof; provided, however, that each Stock Option shall fully vest immediately upon the termination of this Agreement pursuant to Section 4(a)(i) or Section 4(b) hereof. Each Stock Option shall be exercisable at Executive a price per share of Common Stock equal to the closing trading price of the Common Stock on the NYSE for the trading day immediately preceding the day on which such Stock Option is granted by Employer. Subject to the vesting requirements set forth above and continued employment by Employee with Employer, each Stock Option shall be exercisable for a period of ten (10) years year option to purchase one hundred thousand (100,000) shares of stock of the Company, which option shall vest and be exercisable as set forth below and which option shall be transferable by the Executive to members of his immediate family or to trusts or partnerships formed for the benefit of the Executive or members of his immediate family: (1) 50,000 is fully vested and is exercisable from and after the date such Stock Option is granted of grant (the "Grant Date"); (2) 25,000 shall vest and become exercisable in twelve (12) equal monthly portions, beginning with the first anniversary of the Grant Date, with one-twelfth (1/12) vesting on the first anniversary and an additional one-twelfth (1/12) vesting on the first day of each of the next eleven (11) calendar months thereafter; and (3) 25,000 shall vest and become exercisable in twelve (12) equal monthly portions, beginning with the second anniversary of the Grant Date, with one-twelfth (1/12) vesting on the first day of each of the next eleven (11) calendar months thereafter. The Company shall take such reasonable efforts as may be necessary to cause any shares to be issued in connection with such option awards to be registered under the Federal Securities Act of 1933, as amended, or under applicable state securities laws, or to secure an appropriate exemption from such registration. The terms and conditions of the said option awards are to be included in a Stock Option Agreement in the form attached hereto as Exhibit A. The options shall become exercisable immediately upon vesting and shall remain exercisable until they expire or otherwise terminate in accordance with this Agreement or the terms and conditions set forth in Exhibit A. To the extent each such Stock Option shall have vested pursuant the Company is unable to provide sufficient shares to comply with this Section 3(c), such exercise period shall survive the expiration or termination of Employee's employment by Employer, pursuant to this Agreement or otherwise, for any reason whatsoever, for a period of ninety (90) days following the termination of Employee's employment. Subject to any required action by Employer (which shall be promptly taken4(c), the stockholders of Employer and provisions Company shall provide the Executive with the economic equivalent of the Maryland General Corporation Law, if value of the outstanding shares of Common Stock are increased or decreased or changed into or exchanged for a different number or kind of security by reason of any recapitalization, reclassification, stock split-up, combination of shares, exchange of shares, stock dividend or other distribution payable option award(s) described in capital stock, or other increase or decrease in such Common Stock effected without receipt of consideration by Employer occurring after the date the Stock Options are granted, Employer promptly shall take such actions, on its own behalf, and, to the extent that any action should be required of any other person including, without limitation, the stockholders of Employer, shall use its best efforts to cause such action(sthis Section 4(c) promptly to be taken by such person(s), as are necessary to effect a proportionate and appropriate adjustment in the number form of shares of Common Stock subject to the Stock Options, so that the proportionate interest of Employee immediately following such event shall, to the extent practicable, be a stock appreciation right based upon substantially the same terms and conditions as immediately prior to such event. Any such adjustment set forth in the number of shares of Common Stock subject to the Stock Options shall not change the total price with respect to shares of Common Stock subject to the unexercised portion of the Stock Options but shall include a corresponding proportionate adjustment in the Stock Option price per share of Common Stock. Except as provided herein, a Stock Option that has not vested upon the expiration or termination of Employee's employment by Employer, pursuant to this Agreement or otherwise, shall terminate and never vest.Exhibit A.

Initial Stock Options. On the Effective Date, Employer The Company shall issue grant to Employee Executive options (the "Stock Options") to purchase up to Twenty Seven Hundred Fifty Thousand (20,000750,000) shares of the Company’s common stockstock as follows: One Hundred Thousand (100,000) options upon the Executive’s execution of this Agreement at or around the share price as of the date of execution of this Agreement as reasonably determined by the Company’s Board, par value $0.01 per sharesuch options to vest as follows: Twenty-Five Percent (25%) at the end of the first year of this Agreement, Twenty-Five Percent (25%) at the end of Employer the second year of this Agreement, and Fifty Percent (50%) at the "Common Stock"end of the third year of this Agreement, and in accordance with the provisions of the Company’s employee stock option plan(s). The exercise remaining Six Hundred Fifty Thousand (650,000) shares shall be granted upon approval by the Company’s shareholders of any an expansion of the 2005 Employee Stock Options will be conditioned upon Employer receiving, as required by Option Plan at or around the New York Stock Exchange (per share price at close of business on the "NYSE"), either (i) a waiver by the NYSE permitting Employer to issue stock upon exercise date of the Stock Options without stockholder approval (which waiver Employer shall use reasonable efforts to obtain), or (ii) if grant. In the event such waiver is not obtained, stock price exceeds the approval of the stockholders of Employer with regard to the issuance of stock upon exercise of the Stock Options. Except as provided herein, the Stock Options shall vest in the same manner that options will vest for other executive personnel of Employer, which will be determined by the Board or the Compensation Committee thereof; provided, however, that each Stock Option shall fully vest immediately upon the termination of this Agreement pursuant to Section 4(a)(i) or Section 4(b) hereof. Each Stock Option shall be exercisable at a price per share of Common Stock equal to the closing trading price of the Common Stock on the NYSE for the trading day immediately preceding the day on which such Stock Option is granted by Employer. Subject to the vesting requirements set forth above and continued employment by Employee with Employer, each Stock Option shall be exercisable for a period original grant as of ten (10) years from the date such Stock Option is granted (the "Grant Date"). To the extent each such Stock Option shall have vested pursuant to of execution of this Section 3(c)agreement, such exercise period shall survive the expiration or termination of Employee's employment by Employer, pursuant to this Agreement or otherwise, for any reason whatsoever, for a period of ninety (90) days following the termination of Employee's employment. Subject to any required action by Employer (which shall be promptly taken), the stockholders of Employer and provisions of the Maryland General Corporation Law, if the outstanding shares of Common Stock are increased or decreased or changed into or exchanged for a different number or kind of security by reason of any recapitalization, reclassification, stock split-up, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in such Common Stock effected without receipt of consideration by Employer occurring after the date the Stock Options are granted, Employer promptly shall take such actions, on its own behalf, and, to the extent that any action should be required of any other person including, without limitation, the stockholders of Employer, shall use its best efforts to cause such action(s) promptly to be taken by such person(s), as are necessary to effect a proportionate and appropriate adjustment in the number of shares of Common Stock subject to stock options shall be increased by multiplying by a fraction, (i) the Stock Options, so that the proportionate interest numerator of Employee immediately following such event shall, to the extent practicable, which shall be the same as immediately prior to such event. Any such adjustment in the number of shares of Common Stock subject to the Stock Options shall not change the total price with respect to shares of Common Stock subject to the unexercised portion of the Stock Options but shall include a corresponding proportionate adjustment in the Stock Option closing price per share on the date of Common Stockgrant of the subsequent options, (ii) the denominator of which shall be the exercise price of the original option grant as of the date of execution of this agreement. Except In the event the Executive is terminated other than for Cause by the Company, resigns for Good Reason, or the Company undergoes a Change of Control, Executive shall be entitled to receive the remaining options of the Initial Stock Options at the time of termination or resignation, or as provided hereinsoon thereafter as is practical; and shall vest in all Initial Stock Options as of the date of termination or resignation, a Stock Option that has not vested upon or the expiration or termination date of Employee's employment by Employerissuance, pursuant to this Agreement or otherwise, shall terminate and never vestwhichever is later.