Common use of Other Equity Based Compensation Clause in Contracts

Other Equity Based Compensation. The Company plans to establish one or more Restricted Stock Grant plans (the “Restricted Stock Grant Plans”) for Company Directors and Company Officers of the Company and will use its best efforts to establish the effectiveness of such Restricted Stock Grant Plans within 90 days of the Commencement Date (the “Restricted Stock Grant Plan Date”). The Restricted Stock Grant Plans will provide for the grant to Company Directors and Company Officers of the Company, including Employee, grants of restricted stock (the “Restricted Stock Grant”) to acquire shares of the capital stock of the Company in accordance with the terms of the Restricted Stock Grant Plans. The date on which the Company grants the Restricted Stock Grant to Employee will be the grant date (the “Restricted Stock Grant Date”). The strike price for the Restricted Stock Grant shall be the fair market value for the particular class of capital stock of the Company granted to Employee under the Restricted Stock Grant Plans on the Restricted Stock Grant Date. The vesting rights and benefits for each Restricted Stock Grant granted shall vest in the Employee immediately on the Restricted Stock Grant Date; and in addition the restriction on such Restricted Stock Grants shall be lifted twelve (12) months following the Restricted Stock Grant Date; and further the lifting of such restrictions shall be accelerated and immediately lifted for all Restricted Stock Grant shares in the event of a Change of Control, or for early termination without Cause as defined in Sections 7 and 8, or for early termination for Good Reason as defined in Section 10. (i) Employee is an Officer of the Company and shall receive Restricted Stock Grants granted to all Officers of the Company from time to time by the Board, proportionate to Employee’s position as an Officer of the Company.

Other Equity Based Compensation. The Company plans to Parent shall establish one or more Restricted Stock Grant plans (the “Restricted Stock Grant Plans”) for Company Directors and Company Officers of the Company and will use its best efforts to establish the effectiveness of such Restricted Stock Grant Plans within 90 60 days of the Commencement Date (the “Restricted Stock Grant Plan Date”). The Restricted Stock Grant Plans will provide for the grant to Company Directors and Company Officers of the Company, including Employee, grants of restricted stock (the “Restricted Stock Grant”) to acquire shares of the capital stock of the Company in accordance with the terms of the Restricted Stock Grant Plans. The date on which the Company grants the Restricted Stock Grant to Employee will be the grant date (the “Restricted Stock Grant Date”). The strike price for the Restricted Stock Grant shall be the fair market value for the particular class of capital stock of the Company granted to Employee under the Restricted Stock Grant Plans on the Restricted Stock Grant Date. The vesting rights and benefits for each Restricted Stock Grant granted shall vest in the Employee immediately on the Restricted Stock Grant Date; and in addition the restriction on such Restricted Stock Grants shall be lifted twelve (12) months following the Restricted Stock Grant Date; and further the lifting of such restrictions shall be accelerated and immediately lifted for all Restricted Stock Grant shares in the event of a Change of Control, or for early termination without Cause as defined in Sections 7 and 8, or for early termination for Good Reason as defined in Section 10. (i) Employee is an Officer of the Company and shall receive Restricted Stock Grants granted to all Officers of the Company from time to time by the Board, proportionate to Employee’s position as an Officer of the Company.