Common use of Options and Restricted Stock Clause in Contracts

Options and Restricted Stock. (a) Subject to his continued employment through the Retirement Date, any outstanding stock options held by the Executive as of the date of the Agreement that are not vested as of the Resignation Date shall continue to vest during the Transition Term, but in other respects shall remain subject to any other terms of the applicable incentive agreement, except as otherwise provided herein. On the Retirement Date, any unvested stock options previously granted to the Executive shall be forfeited and not exercisable. (b) Any outstanding shares of restricted stock held by the Executive as of the date of the Agreement for which vesting is solely contingent upon continued service and that are not vested as of the Resignation Date shall continue to vest during the Transition Term but in other respects shall remain subject to any other terms of the applicable incentive agreement, except as otherwise provided herein. Two-thirds (2/3) of the shares included in the restricted stock award granted to the Executive in December 2010 (the “2010 Restricted Stock Grant”) shall be vested as of the Resignation Date, and shall be issued to the Executive on July 2, 2013, pursuant to the terms of the Xxxxxx Oceanics, Inc. 2007 Long-Term Incentive Plan as in effect prior to February 10, 2011. Subject to his continued employment through December 9, 2013, or earlier as provided in Section 3.5 of the Agreement, the remaining one-third (1/3) of the shares included in the 2010 Restricted Stock Grant shall vest and be issued to the Executive. Subject to his continued employment through the Retirement Date, any unvested shares of restricted stock previously granted to the Executive for which vesting is solely contingent upon continued service shall be treated in accordance with the retirement provisions of the applicable incentive agreements and plans, such that on December 31, 2013, or earlier as provided in Section 3.5 of the Agreement, two-thirds (2/3) of the shares included in the restricted stock award granted to the Executive in December 2011 shall vest and be issued to the Executive. (c) Any outstanding units held by the Executive as of the date of the Agreement for which vesting is contingent upon the achievement of performance conditions (“Performance-Based Units”) and that are not vested as of the Resignation Date shall continue to remain subject to the terms of the applicable incentive agreement, except as otherwise provided herein. At the end of the Transition Term, any Performance-Based Units that are not vested shall be forfeited and of no further force or effect.

Options and Restricted Stock. (a) Subject During the Period of Employment, Executive will be eligible to his continued employment through the Retirement Date, any outstanding receive grants of Employer's stock options held by the Executive as of the date of the Agreement that are not vested as of the Resignation Date shall continue to vest during the Transition Termand restricted stock, but in or other respects shall remain subject to any other terms of the applicable incentive agreement, except as otherwise provided herein. On the Retirement Date, any unvested stock options previously granted to the Executive shall be forfeited and not exercisable. (b) Any outstanding shares of restricted stock held by the Executive as of the date of the Agreement for which vesting is solely contingent upon continued service and that are not vested as of the Resignation Date shall continue to vest during the Transition Term but in other respects shall remain subject to any other terms of the applicable incentive agreement, except as otherwise provided herein. Two-thirds (2/3) of the shares included in the restricted stock award granted to the Executive in December 2010 (the “2010 Restricted Stock Grant”) shall be vested as of the Resignation Date, and shall be issued to the Executive on July 2, 2013, awards pursuant to the terms equity-based plans of the Xxxxxx Oceanics, Inc. 2007 Long-Term Incentive Plan as in effect prior to February 10, 2011Employer. Subject to his continued employment through December 9, 2013, or earlier as provided in Section 3.5 of the Agreement, the remaining one-third (1/3) of the shares included in the 2010 Restricted Stock Grant shall vest Such grants are highly discretionary and would be issued to the Executive. Subject to his continued employment through the Retirement Date, any unvested shares of restricted stock previously granted to the Executive for which vesting is solely contingent upon continued service shall be treated in accordance with the retirement provisions of the applicable incentive agreements and plans, such that on December 31, 2013, or earlier as provided in Section 3.5 of the Agreement, two-thirds (2/3) of the shares included in the restricted stock award granted to the Executive in December 2011 shall vest and be issued to the Executive. (c) Any outstanding units held by the Executive as of the date of the Agreement for which vesting is contingent upon the achievement of performance conditions (“Performance-Based Units”) and that are not vested as of the Resignation Date shall continue to remain subject to the terms of the applicable incentive agreementagreements prescribed by Employer from time to time. Notwithstanding the foregoing, except as otherwise provided herein. At the end Executive shall be granted on the date hereof 50,000 shares of restricted common stock of the Transition TermEmployer (the "Restricted Stock"). The Restricted Stock shall vest in five equal installments on each of the first through fifth anniversaries of the date of grant but shall vest immediately upon the Executive's death or Disability (as defined in the Employer's Disability Program) or upon a termination of the Executive's employment by the Employer without Cause or by the Executive for Good Reason, any Performance-Based Units that are not vested or upon a Full Change in Control. The Executive shall be forfeited granted as of the date hereof an option (the "Option") to acquire 150,000 shares of the Employer's common stock at their Fair Market Value on the date of grant (as defined in the Employer's 1997 Stock Incentive Plan). The Option shall have a term of 10 years and shall vest and become exercisable in full on the fifth anniversary of no further force the date of grant, subject to acceleration in the event of achievement of performance targets set forth in the grant of the Option, and shall be subject to all other terms and conditions currently applicable to options granted under such Plan to other executive officers of the Employer. The Option shall vest and become immediately exercisable upon the Executive's death or effectDisability (as defined in the Employer's Disability Program) or upon a termination of the Executive's employment by the Employer without Cause or by the Executive for Good Reason, or upon a Full Change in Control.

Options and Restricted Stock. (a) Subject 6.1 During the Employment Period, the Employee shall be entitled to retain his continued employment through the Retirement Date, any outstanding stock options held by in the Executive Company and any of its subsidiaries, subject to the terms and conditions of such options. Upon the termination of the Employment Period, including upon any earlier termination of employment, all stock options which are "in-the-money" as of the date of hereof and have Vested (i.e., the Agreement that underlying shares are not vested subject to repurchase by the Company or its subsidiaries, as applicable) or will have Vested as of the Resignation Date shall continue to vest during last day of the Transition TermEmployment Period (such options being identified on Exhibit 1 attached and incorporated herein) will no longer Vest and no further lapsing of the Company's and its subsidiaries' repurchase rights will occur. The Employee will then have until the earlier of (i) 90 days or two years after such termination, but in other respects shall remain subject to any other depending on the terms of the option as specified by Exhibit 1 (attached and incorporated herein) or (ii) the expiration of the exercise period, to exercise such options. If the Employee does not exercise such options by the applicable incentive agreementdeadline, except as otherwise provided herein. On such options will be cancelled, and the Retirement DateEmployee will have no further rights with respect to such options. 6.2 Notwithstanding the terms of any stock option plan or agreement pursuant to which such options were granted and regardless of whether the Employee is an employee of the Company or any of its subsidiaries, any unvested the following terms and conditions shall apply to the stock options previously granted to the Executive shall be forfeited and not exercisable. (b) Any outstanding shares of restricted stock held by the Executive Employee that are, as of the date of hereof, either not "in the Agreement for which vesting is solely contingent upon continued service money" (such options being identified on Exhibit 2 attached and that are not vested as of incorporated herein) or "in the Resignation Date money" and Vesting in the consulting period described in Section 14 hereof (such options being identified on Exhibit 3 attached and incorporated herein): (i) The resale restrictions and the Company's or its subsidiaries' repurchase rights with respect to such options shall continue to vest during ratably lapse in accordance with their original terms through the Transition Term but in other respects earlier of (A) the original expiration date of such option or (B) March 31, 2004; (ii) Any option that is, under its original terms, exercisable on March 31, 2004 shall thereafter remain subject exercisable until June 30, 2004. If the Employee does not exercise such options by such deadline, such options will be cancelled, and the Employee will have no further rights with respect to any other such options; and (iii) Any option that is, under its original terms, scheduled to Vest after March 31, 2004 is hereby forfeited, unless there occurs on or before that date a change of control (as defined by the terms of the applicable incentive agreementoriginal option) that would have accelerated the Vesting under its original terms, except as otherwise provided herein. Two-thirds (2/3) in which event the option shall be exercisable to the extent its Vesting has been so accelerated. 6.3 All stock of the shares included in Company previously acquired by the restricted Employee pursuant to the exercise of a Type B stock award option shall become fully Vested and all of the Company's repurchase rights and transfer restrictions with respect thereto shall lapse on such date that is on or after May 10, 2000 as mutually determined by the Employee and the Company; provided, however if the parties do not mutually select a vesting date, such stock shall Vest on January 7, 2001. 6.4 Solely for purposes of this Section 6, the term "Employee" shall be deemed to include GDH Partners LP and the 1994 Hatsopoulos Family Trust, to the extent any stock option shall have been transferred to either such entity with the consent of the Company, and each such entity may exercise the rights granted to the Executive in December 2010 (the “2010 Restricted Stock Grant”) shall be vested as of the Resignation DateEmployee, and shall be issued to the Executive on July 2, 2013, pursuant to the terms of the Xxxxxx Oceanics, Inc. 2007 Long-Term Incentive Plan as in effect prior to February 10, 2011. Subject to his continued employment through December 9, 2013, or earlier as provided in Section 3.5 of the Agreement, the remaining one-third (1/3) of the shares included in the 2010 Restricted Stock Grant shall vest and be issued to the Executive. Subject to his continued employment through the Retirement Date, any unvested shares of restricted stock previously granted to the Executive for which vesting is solely contingent upon continued service shall be treated in accordance with the retirement provisions of the applicable incentive agreements and plans, such that on December 31, 2013, or earlier as provided in Section 3.5 of the Agreement, two-thirds (2/3) of the shares included in the restricted stock award granted to the Executive in December 2011 shall vest and be issued to the Executive. (c) Any outstanding units held by the Executive as of the date of the Agreement for which vesting is contingent upon the achievement of performance conditions (“Performance-Based Units”) and that are not vested as of the Resignation Date shall continue to remain subject to the terms obligations of the applicable incentive agreementEmployee, except as otherwise provided in this Section 6 with respect to any stock options so transferred to such entity. 6.5 In the event of any conflict between the provisions of this Section 6 and the provisions of any option plan or option agreement covering the options set forth in Exhibits 1, 2 or 3 attached and incorporated herein. At , the end provisions of the Transition Term, any Performance-Based Units that are not vested this Section 6 shall be forfeited and of no further force or effectprevail.

Options and Restricted Stock. (a) Subject to his continued employment through the Retirement Date, any outstanding Any stock options held by previously granted to the Executive as of the date of the Agreement that are not vested as of the Resignation Retirement Date shall continue to vest during the Transition Term, but Consulting Period in other respects shall remain subject to any other accordance with the terms of the applicable incentive agreement. Upon termination of the Consulting Period, except as otherwise provided hereineach of the Executive’s vested but unexercised stock options must be exercised by the second anniversary of the Consulting Termination Date or, if earlier, within ten years from the applicable date of grant. On the Retirement Date, any Any unvested stock options previously granted to outstanding on the Executive Consulting Termination Date shall be forfeited and not exercisableforfeited. (b) Any outstanding shares of restricted stock held by the Executive as of the date of the Agreement for which vesting is solely contingent upon continued service and that are not vested as of the Resignation Date shall continue to vest during the Transition Term but in other respects shall remain subject to any other terms of the applicable incentive agreement, except as otherwise provided herein. Two-thirds (2/3) of the shares included in the restricted stock award granted to the Executive in December 2010 (the “2010 Restricted Stock Grant”) shall be vested as of the Resignation Date, and shall be issued to the Executive on July 2, 2013, pursuant to the terms of the Xxxxxx Oceanics, Inc. 2007 Long-Term Incentive Plan as in effect prior to February 10, 2011. Subject to his continued employment through December 9, 2013, or earlier as provided in Section 3.5 of the Agreement, the remaining one-third (1/3) of the shares included in the 2010 Restricted Stock Grant shall vest and be issued to the Executive. Subject to his continued employment through the Retirement Date, any unvested shares of restricted stock previously granted to the Executive for which vesting is solely contingent upon continued service and that are not vested as of the Retirement Date shall be treated continue to vest during the Consulting Period in accordance with the retirement provisions terms of the applicable incentive agreements and plansagreement. To the extent that an award of restricted stock, or a portion thereof, remains unvested on the Consulting Termination Date, such that on December 31, 2013, award or earlier as provided in Section 3.5 of the Agreement, two-thirds (2/3) of the shares included in the restricted stock award granted to the Executive in December 2011 portion thereof shall vest and be issued to the Executiveforfeited. (c) Any outstanding units held by For any shares of restricted stock previously granted to the Executive as of the date of the Agreement for which vesting is contingent upon the achievement of performance conditions (“Performance-Based UnitsRestricted Stock”) and that are not vested as of the Resignation Date Retirement Date, the Executive shall continue be permitted to remain subject retain restricted ownership of, and the opportunity to the terms of the applicable incentive agreementvest in, such shares notwithstanding his retirement but, except as otherwise provided herein, subject to all other terms and conditions of the stock incentive plan and the incentive agreements under which such shares of Performance-Based Restricted Stock were granted. At the end of the Transition Term, performance period applicable to any of the Performance-Based Units Restricted Stock, to the extent the performance goals are achieved and such Performance-Based Restricted Stock vests, then the Executive shall receive a pro-rata portion of the vested shares equivalent to the time during the applicable performance period that are not vested he was either an employee or a consultant of the Company. (d) To the extent this Section 3.6 changes the terms of stock options or restricted stock held by the Executive, this Section 3.6 shall be forfeited deemed to be an amendment to the incentive agreements between the Company and the Executive setting forth the terms of no further force or effectsuch incentives and shall form part of each such agreement.

Options and Restricted Stock. (a) Subject to his continued employment through the Retirement Date, any Any outstanding stock options held by the Executive as of the date of the Agreement Effective Date that are not vested as of the Resignation Retirement Date shall continue to vest during the Transition Term, but in other respects shall remain subject to any other terms of the applicable incentive agreement, except as otherwise provided herein. On December 31, 2013 or earlier upon the Retirement DateExecutive’s termination of service due to death or disability or involuntary termination of the Executive’s service as Non-Executive Chairman by the Company prior to December 31, any 2013, all such unvested stock options previously granted to the Executive shall vest. Each of the Executive’s vested but unexercised stock options must be forfeited and not exercisableexercised by the second anniversary of the Termination Date or, if earlier, within ten years from the applicable date of grant. (b) Any outstanding shares of restricted stock held by the Executive as of the date of the Agreement Effective Date for which vesting is solely contingent upon continued service and that are not vested as of the Resignation Retirement Date shall continue to vest during the Transition Term but in other respects shall remain subject to any other terms of the applicable incentive agreement, except as otherwise provided herein. Two-thirds (2/3) On December 31, 2013 or earlier upon the Executive’s termination of service due to death or disability or involuntary termination of the shares included in Executive’s service as Non-Executive Chairman by the restricted stock award granted Company prior to the Executive in December 2010 (the “2010 Restricted Stock Grant”) shall be vested as of the Resignation Date, and shall be issued to the Executive on July 231, 2013, pursuant to the terms of the Xxxxxx Oceanics, Inc. 2007 Long-Term Incentive Plan as in effect prior to February 10, 2011. Subject to his continued employment through December 9, 2013, or earlier as provided in Section 3.5 of the Agreement, the remaining one-third (1/3) of the shares included in the 2010 Restricted Stock Grant shall vest and be issued to the Executive. Subject to his continued employment through the Retirement Date, any all such unvested shares of restricted stock previously granted to the Executive for which vesting is solely contingent upon continued service shall be treated in accordance with the retirement provisions of the applicable incentive agreements and plans, such that on December 31, 2013, or earlier as provided in Section 3.5 of the Agreement, two-thirds (2/3) of the shares included in the restricted stock award granted to the Executive in December 2011 shall vest and be issued to the Executivevest. (c) Any With respect to any outstanding units shares of restricted stock held by the Executive as of the date of the Agreement Effective Date for which vesting is contingent upon the achievement of performance conditions (“Performance-Based UnitsRestricted Stock”) and that are not vested as of the Resignation Date shall continue to remain Retirement Date, the terms and conditions of the incentive agreements under which such shares of Performance-Based Restricted Stock were granted shall, subject to the terms conditions outlined in this Section 3.7(c) and Article IV of this Agreement, be revised to: (i) permit the Executive’s service as Non-Executive Chairman during the Term to fulfill the continued service requirement under the incentive agreements; and (ii) eliminate the continued service requirement under the incentive agreements beyond December 31, 2013, or earlier upon the Executive’s termination of service due to death or disability or involuntary termination of the applicable incentive agreementExecutive’s service as Non-Executive Chairman prior to December 31, except as otherwise provided herein2013. At the end of the Transition Term, performance period applicable to any of the Performance-Based Units Restricted Stock, to the extent the performance goals are achieved and such Performance-Based Restricted Stock vests, then the Executive shall receive the vested shares, provided that are not vested the Executive: (i) serves as Non-Executive Chairman continuously through December 31, 2013 (except as otherwise provided above in the case of earlier termination due to death or disability, or involuntary termination by the Company); and (ii) complies with Article IV of this Agreement during the applicable performance period. (d) To the extent this Section 3.7 changes the terms of stock options or restricted stock held by the Executive, this Section 3.7 shall be forfeited deemed to be an amendment to the incentive agreements between the Company and the Executive setting forth the terms of no further force or effectsuch incentives and shall form part of each such agreement. For purposes of clarification, the outstanding awards referenced in this Section 3.7 include the awards granted to the Executive on March 14, 2012.

Options and Restricted Stock. (a) Subject The Employer agrees to his continued employment through the Retirement Date, any outstanding stock options held by the Executive as of the date of the Agreement that are not vested as of the Resignation Date shall continue to vest during the Transition Term, but in other respects shall remain subject to any other terms of the applicable incentive agreement, except as otherwise provided herein. On the Retirement Date, any unvested stock options previously granted grant to the Executive options to purchase 7,500,000 shares of its common stock at an exercise price of $.75 per share (the " Options"). The Options shall be forfeited granted under and not exercisablesubject to the Employer's 2005 Stock Incentive Plan (the “Plan”) and shall be subject to the terms of a Stock Option Agreement to be executed by the parties under the Plan. Subject to the terms of a Stock Option Agreement to be executed by the parties under the Plan, the Executive’s right to exercise the Options shall generally vest in five equal annual increments commencing on the first anniversary of the Effective Date, provided that the Executive remains continuously employed by the Employer through such vesting dates. In the event, however, of Executive’s termination by Employer as a result of Death, Disability, or other than For Cause, or Executive’s termination for Good Reason, the Options shall vest in sixty (60) equal monthly increments commencing on the Effective Date. (b) Any outstanding The Employer hereby also agrees to grant to the Executive 1,000,000 shares of restricted common stock held by under the Executive as of the date of the Agreement for which vesting is solely contingent upon continued service and that are not vested as of the Resignation Date shall continue to vest during the Transition Term but in other respects shall remain subject to any other terms of the applicable incentive agreement, except as otherwise provided herein. Two-thirds (2/3) of the shares included in the restricted stock award granted to the Executive in December 2010 Plan (the “2010 Restricted Stock GrantShares”) which shall be vested as of the Resignation Date, and shall be issued to the Executive on July 2, 2013, pursuant subject to the terms of a Restricted Stock Agreement to be executed by the Xxxxxx Oceanics, Inc. 2007 Long-Term Incentive Plan as in effect prior to February 10, 2011parties under the Plan. Subject to his continued employment the terms of a Restricted Stock Agreement to be executed by the parties under the Plan, the Executive shall vest in the Restricted Shares in five equal annual increments commencing on the first annual anniversary of the Effective Date, provided that the Executive remains continuously employed by the Employer through December 9such vesting dates. In the event, 2013however, of Executive’s termination by Employer as a result of Death, Disability, or earlier as provided in Section 3.5 of the Agreementother than For Cause, or Executive’s termination for Good Reason, the remaining one-third (1/3) of the shares included in the 2010 Restricted Stock Grant Shares shall vest and be issued to in sixty (60) equal monthly increments commencing on the Executive. Subject to his continued employment through the Retirement Effective Date, any unvested shares of restricted stock previously granted to the Executive for which vesting is solely contingent upon continued service shall be treated in accordance with the retirement provisions of the applicable incentive agreements and plans, such that on December 31, 2013, or earlier as provided in Section 3.5 of the Agreement, two-thirds (2/3) of the shares included in the restricted stock award granted to the Executive in December 2011 shall vest and be issued to the Executive. (c) Any outstanding units held by The Employer has advised the Executive, and the Executive as acknowledges that the Employer does not presently have sufficient shares authorized under its Articles of Incorporation, nor does it have sufficient shares available for issuance under the Plan to cover the issuance of the date Restricted Shares and the Options. Accordingly, the Executive agrees to permit the Employer such time as is sufficient to amend its Articles of Incorporation and amend its Plan in amounts sufficient to cover the issuance of the Agreement for which vesting is contingent upon Options and the achievement of performance conditions (“Performance-Based Units”) and Restricted Shares; with the understanding, however, that are not vested as of no delay in granting such Restricted Shares and/or Options shall effect the Resignation Date shall continue to remain subject to the exercise price or other material terms of the applicable incentive agreement, except as otherwise provided hereinRestricted Shares and Options. At The Executive acknowledges that the end delay in the issuance of the Transition Term, any Performance-Based Units that are not vested shall be forfeited Options and Restricted Shares may adversely affect the tax treatment of no further force or effectsuch Options and Restricted Shares to him.

Options and Restricted Stock. (a) Subject to his continued employment through the Retirement Date, any Any outstanding stock options held by the Executive as of the date of the Agreement Effective Date that are not vested as of the Resignation Retirement Date shall continue to vest during the Transition Term, but in other respects shall remain subject to any other terms of the applicable incentive agreement, except as otherwise provided herein. On December 31, 2013 or earlier upon the Retirement DateExecutive’s termination of service due to death or disability or involuntary termination of the Executive’s service as Non-Executive Chairman by the Company prior to December 31, any 2013, all such unvested stock options previously granted to the Executive shall vest. Each of the Executive’s vested but unexercised stock options must be forfeited and not exercisableexercised by the second anniversary of the Termination Date or, if earlier, within ten years from the applicable date of grant. (b) Any outstanding shares of restricted stock held by the Executive as of the date of the Agreement Effective Date for which vesting is solely contingent upon continued service and that are not vested as of the Resignation Retirement Date shall continue to vest during the Transition Term but in other respects shall remain subject to any other terms of the applicable incentive agreement, except as otherwise provided herein. Two-thirds (2/3) On December 31, 2013 or earlier upon the Executive’s termination of service due to death or disability or involuntary termination of the shares included in Executive’s service as Non-Executive Chairman by the restricted stock award granted Company prior to the Executive in December 2010 (the “2010 Restricted Stock Grant”) shall be vested as of the Resignation Date, and shall be issued to the Executive on July 231, 2013, pursuant to the terms of the Xxxxxx Oceanics, Inc. 2007 Long-Term Incentive Plan as in effect prior to February 10, 2011. Subject to his continued employment through December 9, 2013, or earlier as provided in Section 3.5 of the Agreement, the remaining one-third (1/3) of the shares included in the 2010 Restricted Stock Grant shall vest and be issued to the Executive. Subject to his continued employment through the Retirement Date, any all such unvested shares of restricted stock previously granted to the Executive for which vesting is solely contingent upon continued service shall be treated in accordance with the retirement provisions of the applicable incentive agreements and plans, such that on December 31, 2013, or earlier as provided in Section 3.5 of the Agreement, two-thirds (2/3) of the shares included in the restricted stock award granted to the Executive in December 2011 shall vest and be issued to the Executivevest. (c) Any With respect to any outstanding units shares of restricted stock held by the Executive as of the date of the Agreement Effective Date for which vesting is contingent upon the achievement of performance conditions (“Performance-Based UnitsRestricted Stock”) and that are not vested as of the Resignation Date shall continue to remain Retirement Date, the terms and conditions of the incentive agreements under which such shares of Performance-Based Restricted Stock were granted shall, subject to the terms conditions outlined in this Section 3.7(c) and Article IV of this Agreement, be revised to: (i) permit the Executive’s service as Non-Executive Chairman during the Term to fulfill the continued service requirement under the incentive agreements; and (ii) eliminate the continued service requirement under the incentive agreements beyond December 31, 2013, or earlier upon the Executive’s termination of service due to death or disability or involuntary termination of the applicable incentive agreementExecutive’s service as Non-Executive Chairman prior to December 31, except as otherwise provided herein2013. At the end of the Transition Term, performance period applicable to any of the Performance-Based Units Restricted Stock, to the extent the performance goals are achieved and such Performance-Based Restricted Stock vests, then the Executive shall receive the vested shares, provided that are not vested the Executive: (i) serves as Non-Executive Chairman continuously through December 31, 2013 (except as otherwise provided above in the case of earlier termination due to death or disability, or involuntary termination by the Company); and (ii) complies with Article IV of this Agreement during the applicable performance period. (d) To the extent this Section 3.7 changes the terms of stock options or restricted stock held by the Executive, this Section 3.7 shall be forfeited deemed to be an amendment to the incentive agreements between the Company and the Executive setting forth the terms of no further force or effectsuch incentives and shall form part of each such agreement. For purposes of clarification, the outstanding awards referenced in this Section 3.7 include the awards granted to the Executive on March 14, 2012.