Common use of Other Benefits and Perquisites Clause in Contracts

Other Benefits and Perquisites. During the Term, the Executive shall be eligible to participate in any plan of Holdings relating to stock options and stock grants, employee stock purchase or ownership, 401(k), group life insurance, medical coverage, or other employee benefit plans or arrangements that Holdings has adopted or may adopt for the benefit of its employees. Holdings reserves the right to modify or terminate any employee benefit or perquisite at any time. Upon any termination or expiration of this Agreement, the Executive will be entitled to all accrued benefits pursuant to all such employee benefits or perquisites as provided in such employee benefits or perquisites. The criteria utilized to determine whether the Executive will receive an award of stock options or stock grants under any plan of Holdings, the number of shares of common stock of Holdings subject to any such stock option or stock grant and the terms and conditions of any such stock option or stock grant shall be substantially similar to the criteria utilized to determine such matters in connection with awards under any stock option or stock grant plan of Holdings to similarly situated executives of Holdings, and shall be applied by Holdings in good faith on a substantially consistent basis among substantially similar executives of Holdings. Notwithstanding the foregoing, the Executive acknowledges and agrees that the determination of whether to award stock options or stock grants, the number of shares of common stock of Holdings subject to any such stock option or grant and the terms and conditions of any such stock option or grant, are in the sole discretion of Holdings and any award of stock options or stock grants shall be made by Holdings on an individual basis with respect to persons eligible to be granted such awards, taking into account individual performance and circumstances. The parties agree that the plan or award agreement pursuant to which any such stock options or grants are awarded to the executive shall provide that any such stock options or stock grants which are subject to any vesting provisions shall all automatically vest upon the first to occur of (A) the death or Incapacity of the Executive, (B) termination of the Executive’s employment by Holdings without Cause or by the Executive for Good Reason, (C) a change of control of Holdings, and (D) an initial public offering by Holdings.

Other Benefits and Perquisites. During the Term, the Executive shall be eligible to participate in any plan of Holdings relating to stock options and stock grants, employee stock purchase or ownership, 401(k), group life insurance, medical coverage, or other employee benefit plans or arrangements that Holdings has adopted or may adopt for the benefit of its employees. In addition, the Company will pay the Executive’s unreimbursed portion for one annual physical examination. Holdings reserves the right to modify or terminate any employee benefit or perquisite at any time. Upon any termination or expiration of this Agreement, the Executive will be entitled to all accrued benefits pursuant to all such employee benefits or perquisites as provided in such employee benefits or perquisites. The criteria utilized to determine whether the Executive will receive an award of stock options or stock grants under any plan of Holdings, the number of shares of common stock of Holdings subject to any such stock option or stock grant and the terms and conditions of any such stock option or stock grant shall be substantially similar to the criteria utilized to determine such matters in connection with awards under any stock option or stock grant plan of Holdings to similarly situated executives of Holdings, and shall be applied by Holdings in good faith on a substantially consistent basis among substantially similar executives of Holdings. Notwithstanding the foregoing, the Executive acknowledges and agrees that the determination of whether to award stock options or stock grants, the number of shares of common stock of Holdings subject to any such stock option or grant and the terms and conditions of any such stock option or grant, are in the sole discretion of Holdings and any award of stock options or stock grants shall be made by Holdings on an individual basis with respect to persons eligible to be granted such awards, taking into account individual performance and circumstances. The parties agree that the plan or award agreement pursuant to which any such stock options or grants are awarded to the executive shall provide that any such stock options or stock grants which are subject to any vesting provisions shall all automatically vest upon the first to occur of (A) the death or Incapacity of the Executive, (B) termination of the Executive’s employment by Holdings without Cause or by the Executive for Good Reason, Reason and (C) a change of control of HoldingsChange in Control (as defined in the Plan) and either on the Change Control Date or within 12 months after the Change Control Date, and (D) an initial public offering by Holdingsthe Executive is terminated without Cause or the Executive terminates for Good Reason.

Other Benefits and Perquisites. During the Term, the Executive shall be eligible to participate in any plan of Holdings relating to stock options and stock grants, employee stock purchase or ownership, 401(k), group life insurance, medical coverage, or other employee benefit plans or arrangements that Holdings has adopted or may adopt for the benefit of its employees. In addition, the Company will pay the Executive’s unreimbursed portion for one annual physical examination. Holdings reserves the right to modify or terminate any employee benefit or perquisite at any time. Upon any termination or expiration of this Agreement, the Executive will be entitled to all accrued benefits pursuant to all such employee benefits or perquisites as provided in such employee benefits or perquisites. The criteria utilized to determine whether the Executive will receive an award of stock options or stock grants under any plan of Holdings, the number of shares of common stock of Holdings subject to any such stock option or stock grant and the terms and conditions of any such stock option or stock grant shall be substantially similar to the criteria utilized to determine such matters in connection with awards under any stock option or stock grant plan of Holdings to similarly situated executives of Holdings, and shall be applied by Holdings in good faith on a substantially consistent basis among substantially similar executives of Holdings. Notwithstanding the foregoing, the Executive acknowledges and agrees that the determination of whether to award stock options or stock grants, the number of shares of common stock of Holdings subject to any such stock option or grant and the terms and conditions of any such stock option or grant, are in the sole discretion of Holdings and any award of stock options or stock grants shall be made by Holdings on an individual basis with respect to persons eligible to be granted such awards, taking into account individual performance and circumstances. The parties agree that the plan or award agreement pursuant to which any such stock options or grants are awarded to the executive shall provide that any such stock options or stock grants which are subject to any vesting provisions shall all automatically vest upon the first to occur of (A) the death or Incapacity of the Executive, (B) termination of the Executive’s employment by Holdings without Cause or by the Executive for Good Reason, (C) a change of control of HoldingsChange in Control (as defined in the Plan), and (D) an initial public offering by Holdings; provided, however, the Executive acknowledges and agrees that the 100,000 Options (“2011 Options”) the Executive was granted in the March 4, 2011 Board meeting shall not accelerate in an initial public offering and shall vest in accordance with the vesting schedule set forth in Section 2(c) above. Other than the Executive waiving the 2011 Options from accelerating in an initial public offering, the 2011 Options shall be have the benefit of every other right any Options are entitled to under this Agreement. Without limiting the generality of the foregoing sentence, the 2011 Options shall have early acceleration (i) upon a Change in Control, (ii) termination without Cause, (iii) termination for Good Reason, and (iv) termination for death or Incapacity, in each case, as contemplated by this Section 3(a).

Other Benefits and Perquisites. During the Term, the Executive shall be eligible to participate in any plan of Holdings relating to stock options and stock grants, employee stock purchase or ownership, 401(k), group life insurance, medical coverage, or other employee benefit plans or arrangements that Holdings has adopted or may adopt for the benefit of its employees. In addition, the Company will pay the Executive’s unreimbursed portion for one annual physical examination. Holdings reserves the right to modify or terminate any employee benefit or perquisite at any time. Upon any termination or expiration of this Agreement, the Executive will be entitled to all accrued benefits pursuant to all such employee benefits or perquisites as provided in such employee benefits or perquisites. The criteria utilized to determine whether the Executive will receive an award of stock options or stock grants under any plan of Holdings, the number of shares of common stock of Holdings subject to any such stock option or stock grant and the terms and conditions of any such stock option or stock grant shall be substantially similar to the criteria utilized to determine such matters in connection with awards under any stock option or stock grant plan of Holdings to similarly situated executives of Holdings, and shall be applied by Holdings in good faith on a substantially consistent basis among substantially similar executives of Holdings. Notwithstanding the foregoing, the Executive acknowledges and agrees that the determination of whether to award stock options or stock grants, the number of shares of common stock of Holdings subject to any such stock option or grant and the terms and conditions of any such stock option or grant, are in the sole discretion of Holdings and any award of stock options or stock grants shall be made by Holdings on an individual basis with respect to persons eligible to be granted such awards, taking into account individual performance and circumstances. The parties agree that the plan or award agreement pursuant to which any such stock options or grants are awarded to the executive shall provide that any such stock options or stock grants which are subject to any vesting provisions shall all automatically vest upon the first to occur of (A) the death or Incapacity of the Executive, (B) termination of the Executive’s employment by Holdings without Cause or by the Executive for Good Reason, and (C) a change of control of HoldingsChange in Control (as defined in the Plan) and either on the Change Control Date or within 12 months after the Change Control Date, and (D) an initial public offering by Holdingsthe Executive is terminated without Cause or the Executive terminates for Good Reason.

Other Benefits and Perquisites. During the Term, the Executive shall be eligible to participate in any plan of Holdings relating to stock options and stock grants, employee stock purchase or ownership, 401(k), group life insurance, medical coverage, or other employee benefit plans or arrangements that Holdings has adopted or may adopt for the benefit of its employees. Holdings reserves the right to modify or terminate any employee benefit or perquisite at any time. Upon any termination or expiration of this Agreement, the Executive will be entitled to all accrued benefits pursuant to all such employee benefits or perquisites as provided in such employee benefits or perquisites. The criteria utilized to determine whether the Executive will receive an award of stock options or stock grants under any plan of Holdings, the number of shares of common stock of Holdings subject to any such stock option or stock grant and the terms and conditions of any such stock option or stock grant shall be substantially similar to the criteria utilized to determine such matters in connection with awards under any stock option or stock grant plan of Holdings to similarly situated executives of Holdings, and shall be applied by Holdings in good faith on a substantially consistent basis among substantially similar executives of Holdings. Notwithstanding the foregoing, the Executive acknowledges and agrees that the determination of whether to award stock options or stock grants, the number of shares of common stock of Holdings subject to any such stock option or grant and the terms and conditions of any such stock option or grant, are in the sole discretion of Holdings and any award of stock options or stock grants shall be made by Holdings on an individual basis with respect to persons eligible to be granted such awards, taking into account individual performance and circumstances. The parties agree that the plan or award agreement pursuant to which any such stock options or grants are awarded to the executive shall provide that any such stock options or stock grants which are subject to any vesting provisions shall all automatically vest upon the first to occur of (A) the death or Incapacity of the Executive, (B) termination of the Executive’s employment by Holdings without Cause or by the Executive for Good Reason, (C) a change of control of HoldingsChange in Control (as defined in the Plan), and (D) an initial public offering by Holdings; provided, however, the Executive acknowledges and agrees that the 100,000 Options (“2011 Options”) the Executive was granted in the March 4, 2011 Board meeting shall not accelerate in an initial public offering and shall vest in accordance with the vesting schedule set forth in Section 2(c) above. Other than the Executive waiving the 2011 Options from accelerating in an initial public offering, the 2011 Options shall be have the benefit of every other right any Options are entitled to under this Agreement. Without limiting the generality of the foregoing sentence, the 2011 Options shall have early acceleration (i) upon a Change in Control, (ii) termination without Cause, (iii) termination for Good Reason, and (iv) termination for death or Incapacity, in each case, as contemplated by this Section 3(a).

Other Benefits and Perquisites. During the Term, the Executive shall be eligible to participate in any plan of Holdings relating to stock options and stock grants, employee stock purchase or ownership, 401(k), group life insurance, medical coverage, or other employee benefit plans or arrangements that Holdings has adopted or may adopt for the benefit of its employees. In addition, the Company will pay the Executive’s unreimbursed portion for one annual physical examination. Holdings reserves the right to modify or terminate any employee benefit or perquisite at any time. Upon any termination or expiration of this Agreement, the Executive will be entitled to all accrued benefits pursuant to all such employee benefits or perquisites as provided in such employee benefits or perquisites. The criteria utilized to determine whether the Executive will receive an award of stock options or stock grants under any plan of Holdings, the number of shares of common stock of Holdings subject to any such stock option or stock grant and the terms and conditions of any such stock option or stock grant shall be substantially similar to the criteria utilized to determine such matters in connection with awards under any stock option or stock grant plan of Holdings to similarly situated executives of Holdings, and shall be applied by Holdings in good faith on a substantially consistent basis among substantially similar executives of Holdings. Notwithstanding the foregoing, the Executive acknowledges and agrees that the determination of whether to award stock options or stock grants, the number of shares of common stock of Holdings subject to any such stock option or grant and the terms and conditions of any such stock option or grant, are in the sole discretion of Holdings and any award of stock options or stock grants shall be made by Holdings on an individual basis with respect to persons eligible to be granted such awards, taking into account individual performance and circumstances. The parties agree that the plan or award agreement pursuant to which any such stock options or grants are awarded to the executive shall provide that any such stock options or stock grants which are subject to any vesting provisions shall all automatically vest upon the first to occur of (A) the death or Incapacity of the Executive, (B) termination of the Executive’s employment by Holdings without Cause or by the Executive for Good Reason, and (C) a change Change of control Control (as defined in the Plan or any subsequent equity incentive plan under which stock options or other equity awards may be granted) and either on the Change of HoldingsControl Date or within 12 months after the Change of Control Date, and (D) an initial public offering by Holdingsthe Executive is terminated without Cause or the Executive terminates for Good Reason.