Common use of Restricted Stock and Options Clause in Contracts

Restricted Stock and Options. On the Closing Date, and subject to complying with all applicable Laws, the Parent shall grant to the employees of the Company listed on Section 5.10 of the Purchaser Disclosure Schedule, restricted stock units and/or options, in accordance with the Parent's Stock Option Plan for Convedia Employees (the "AWARDS"). The aggregate value of the restricted stock units and/or options granted to employees of the Company listed on Section 5.10 of the Purchaser's Disclosure Schedule shall be no less than $5,000,000 based on the Black-Scholes valuation (using the assumptions generally used by the Parent to value its options) of the options five trading days prior to the Closing Date and based on the closing price of the Parent's common stock on the NASDAQ Global Select Market on the fifth trading day prior to the Closing Date. The options granted to such employees shall be at an exercise price equal to the closing price of the common stock of the Parent last reported on the NASDAQ Global Select Market on the Closing Date. With respect to any options granted to such employees, one third of the total option shares subject to the option shall vest and first become exercisable on the first anniversary of the Closing Date, and thereafter an additional 1/36th of the total option shares subject to the option shall vest and become exercisable in equal monthly increments over the next 24 months, with all option shares subject to the option becoming fully exercisable on the third anniversary of the Closing Date. With respect to any restricted stock units granted to such employees, the restrictions associated with the right to receive one third of the number of shares of common stock of the Parent subject to such grant of restricted stock units shall lapse on the first anniversary of the Closing Date, and the restrictions associated with the right to receive an additional one third of the number of shares of common stock of the Parent subject to such grant of restricted stock units shall lapse on each succeeding anniversary thereof such that all restrictions relating to such rights to receive shares of common stock of Ranger are fully lapsed on the third anniversary of the Closing Date.

Restricted Stock and Options. On We mutually acknowledge that as of the Closing date hereof you are the holder of 103,795 shares of Ekco Group, Inc. Common Stock, $.01 par value ("Shares") which are subject to Restricted Stock Purchase Agreements (the "Restricted Shares") and rights to purchase up to 797,718 Shares ("Options") pursuant to Stock Option Agreements (the "Option Agreements"). Effective as of the later of the eighth day following your execution of this Agreement and the Separation Date, the Company waives its rights to repurchase the Restricted Shares and subject waives all restrictions on transfer with respect to complying with such shares other than those imposed by applicable federal and state securities laws. The Company agrees not to exercise any right of repurchase prior to such date. You and the Company agree that all applicable Lawsof your Options and rights under the Stock Option Agreements are hereby terminated, except for Options to purchase up to 124,000 Shares pursuant to a Stock Option Agreement dated June 22, 1988 and Options to purchase up to 69,000 Shares pursuant to a Stock Option Agreement dated January 18, 1990 (together, the Parent "Remaining Option Agreements") which shall remain in full force and effect in accordance with their terms and which shall remain exercisable in accordance with their terms until June 4, 1997. Upon execution of this Agreement the Company will issue to you the Performance Units Rights Awards Mr. Robexx Xxxxx Xxxember 4, 1996 Page 5 attached hereto as EXHIBITS 1-5. The Company represents that the grant to the employees of the Company listed on Section 5.10 Performance Units Rights Awards to you are exempt purchases pursuant to Rule 16b-3 and agrees to indemnify, defend and hold you harmless from all liabilities (including reasonable attorneys fees) arising out of the Purchaser Disclosure Schedule, restricted stock units and/or options, breach of this representation. Promptly upon payment of the full purchase price in accordance with the Parent's Stock terms of the Remaining Option Plan Agreements, the Company will deliver you the certificates representing such Shares in accordance with the terms of the Remaining Option Agreements. You acknowledge that upon waiver of the right of repurchase you will be deemed to have compensation income for Convedia Employees (federal income tax purposes equal to the "AWARDS"). The aggregate fair market value of the restricted stock units and/or options granted to employees of Shares less the purchase price you paid for the Shares, and that the Company listed on Section 5.10 of the Purchaser's Disclosure Schedule shall be is required to withhold no less than $5,000,000 based on the Black-Scholes valuation (using the assumptions generally used by the Parent to value its options) 28% of the options five trading days prior to the Closing Date and based on the closing price amount of such income. Further, you acknowledge that upon exercise of the Parent's common stock on the NASDAQ Global Select Market on the fifth trading day prior Options you will also be deemed to the Closing Date. The options granted to such employees shall be at an exercise price have income for federal income tax purposes equal to the closing price fair market value of the common stock Shares as of the Parent last reported date of exercise, less the purchase price paid upon such exercise, and that upon exercise of Performance Unit Rights Awards you will also recognize income for federal income tax purposes, and that similarly the Company will be required to withhold on such date in accordance with applicable federal regulations. You hereby agree to cooperate with the NASDAQ Global Select Market on Company in such withholding, and, upon receipt of notice from the Closing Date. With respect Company, to any options granted to such employees, one third of the total option shares subject pay to the option shall vest Company amounts which are required under applicable federal and first become exercisable on the first anniversary of the Closing Datestate tax laws, and thereafter an additional 1/36th of the total option shares subject hereby agree that Ekco may set-off from any amount it owes to the option shall vest and become exercisable in equal monthly increments over the next 24 monthsyou, with all option shares subject or your affiliates, any amounts which you have not paid to the option becoming fully exercisable on the third anniversary of the Closing Date. With respect to any restricted stock units granted to such employees, the restrictions associated with the right to receive one third of the number of shares of common stock of the Parent subject to such grant of restricted stock units shall lapse on the first anniversary of the Closing Date, and the restrictions associated with the right to receive an additional one third of the number of shares of common stock of the Parent subject to such grant of restricted stock units shall lapse on each succeeding anniversary thereof such that all restrictions relating to such rights to receive shares of common stock of Ranger are fully lapsed on the third anniversary of the Closing DateEkco as so required.

Restricted Stock and Options. On We mutually acknowledge that as of the Closing date hereof you are the holder of 10,022 shares of Ekco Group, Inc. Common Stock, $.01 par value ("Shares") which are subject to Restricted Stock Purchase Agreements (the "Restricted Shares") and Options to purchase 111,437 Shares pursuant to Stock Option Agreements (the "Option Agreements"). Effective as of the later of the eighth day following your execution of this Agreement and the Separation Date, Ekco Group, Inc.: (i) waives its rights to repurchase the Restricted Shares and subject waives all restrictions on transfer with respect to complying with such shares other than those imposed by applicable federal and state securities laws and (ii) amends each of the Option Agreements to provide that all applicable Laws, the Parent shall grant options which have not been exercised prior to the employees date hereof shall be exercisable from and after the date hereof and shall remain exercisable until January 3, 1997. Promptly upon payment of the Company listed on Section 5.10 of the Purchaser Disclosure Schedule, restricted stock units and/or options, full purchase price in accordance with the Parent's Stock terms of such Option Plan Agreements, Ekco will deliver you the certificates representing such Shares in accordance with the terms of the Option Agreements. You acknowledge that upon waiver of the right of repurchase you will be deemed to have compensation income for Convedia Employees (federal income tax purposes equal to the "AWARDS"). The aggregate fair market value of the restricted stock units and/or options granted Shares less the purchase price you paid for the Shares, and that Ekco is required to employees of the Company listed on Section 5.10 of the Purchaser's Disclosure Schedule shall be withhold no less than $5,000,000 based on the Black-Scholes valuation (using the assumptions generally used by the Parent to value its options) 28% of the options five trading days prior to the Closing Date and based on the closing price amount of such income. Further, you acknowledge that upon exercise of the Parent's common stock on the NASDAQ Global Select Market on the fifth trading day prior Options you will also be deemed to the Closing Date. The options granted to such employees shall be at an exercise price have income for federal income tax purposes equal to the closing price fair market value of the common stock Shares as of the Parent last reported on date of exercise, less the NASDAQ Global Select Market on the Closing Date. With respect to any options granted to purchase price paid upon such employees, one third of the total option shares subject to the option shall vest and first become exercisable on the first anniversary of the Closing Dateexercise, and thereafter an additional 1/36th of the total option shares subject that similarly Ekco will be required to the option shall vest and become exercisable withhold on such date in equal monthly increments over the next 24 months, accordance with all option shares subject applicable federal regulations. You hereby agree to the option becoming fully exercisable on the third anniversary of the Closing Date. With respect to any restricted stock units granted to cooperate with Ekco in such employees, the restrictions associated with the right to receive one third of the number of shares of common stock of the Parent subject to such grant of restricted stock units shall lapse on the first anniversary of the Closing Datewithholding, and the restrictions associated with the right to receive an additional one third of the number of shares of common stock of the Parent subject pay to such grant of restricted stock units shall lapse on each succeeding anniversary thereof such Ekco amounts which are required under applicable federal and state tax laws, and hereby agree that all restrictions relating Ekco may set-off from any amount it owes to such rights you, or your affiliates, any amounts which you have not paid to receive shares of common stock of Ranger are fully lapsed on the third anniversary of the Closing DateEkco as so required.

Restricted Stock and Options. On Effective as of the Closing Effective Date, and subject to complying with all applicable Laws, the Parent shall grant to the employees Executive was granted 75,000 shares of the Company listed on Section 5.10 of the Purchaser Disclosure ScheduleCompany's Common Stock, restricted stock units and/or options, in accordance with the Parent's Stock Option Plan for Convedia Employees $1.00 par value (the "AWARDSCommon Stock"). The aggregate value Such shares are subject to four year vesting on the basis of 18,750 shares of Common Stock on each anniversary of the restricted stock units and/or options granted to employees Effective Date; provided, however, if the employment of the Company listed on Section 5.10 of the Purchaser's Disclosure Schedule shall be no less than $5,000,000 based on the Black-Scholes valuation (using the assumptions generally used by the Parent to value its options) of the options five trading days Executive under this Agreement is terminated prior to the Closing Date and based shares being fully vested for any reason other than by the Company for Cause or Disability, the death of the Executive or by the Executive for any reason other than for Good Reason, such shares shall become vested on the closing price termination date. Until the shares of Common Stock so granted are vested, the Executive may not transfer, pledge or dispose of the Parent's common stock unvested shares. The Executive, however, may vote any unvested shares and be entitled to receive any dividends or distributions (other than noncash distributions, which shall be subject to the same vesting restrictions as the shares of Common Stock for which such distributions were received). The Company may also hold the unvested shares until they have vested. The Executive may elect to deliver shares of Common Stock (valued at their then current market price) to the Company in satisfaction of any withholding obligation the Company may have on the NASDAQ Global Select Market on the fifth trading day prior to the Closing Datevesting of such shares. The options granted to such employees Such shares shall be subject to accelerated vesting as provided in Section 4(a). Such shares shall also be subject to accelerated vesting on a change of control as defined in the Company's form of stock option agreement, with the merger on May 27, 1998 of Weatxxxxxxx Xxxerra, Inc. with and into the Company not resulting in any acceleration of such vesting. Effective as of the Effective Date, the Executive also received options under the Company's stock option plan to purchase an aggregate of 100,000 shares of Common Stock at an exercise price per share equal to the closing sale price of the common stock a share of the Parent last reported Common Stock on the NASDAQ Global Select Market Effective Date, which options are subject to three year vesting on the Closing Date. With respect to any options granted to such employees, one basis of one-third of the total option shares subject to the option shall vest and first become exercisable on the first anniversary of the Closing Date, and thereafter an additional 1/36th of the total option shares subject to the option shall vest and become exercisable in equal monthly increments over the next 24 monthsper year, with all option shares subject to the option becoming fully exercisable merger on May 27, 1998 of Weatxxxxxxx Xxxerra, Inc. not resulting in any acceleration of such vesting. In connection with the third anniversary Company's spin-off of its Grant Prideco drilling products division, the Closing Date. With respect to any above restricted stock units granted and options will be adjusted to such employees, the restrictions associated with the right to receive one third of the number of shares of common stock of the Parent subject to such grant of restricted stock units shall lapse on the first anniversary of the Closing Date, and the restrictions associated with the right to receive an additional one third of the number of shares of common stock of the Parent subject to such grant of restricted stock units shall lapse on each succeeding anniversary thereof such that all restrictions relating to such rights to receive shares of common stock of Ranger are fully lapsed on the third anniversary of the Closing Date.represent shares

Restricted Stock and Options. On Effective as of the Closing Effective Date, and subject to complying with all applicable Laws, the Parent Executive shall grant to the employees be granted 75,000 shares of the Company listed on Section 5.10 of the Purchaser Disclosure ScheduleCompany's Common Stock, restricted stock units and/or options, in accordance with the Parent's Stock Option Plan for Convedia Employees $1.00 par value (the "AWARDSCommon Stock"). The aggregate value Such shares shall be subject to four year vesting on the basis of 18,750 shares of Common Stock on each anniversary of the restricted stock units and/or options granted to employees Effective Date; provided, however, if the employment of the Company listed on Section 5.10 of the Purchaser's Disclosure Schedule shall be no less than $5,000,000 based on the Black-Scholes valuation (using the assumptions generally used by the Parent to value its options) of the options five trading days Executive under this Agreement is terminated prior to the Closing Date and based shares being fully vested for any reason other than by the Company for Cause or Disability, the death of the Executive or by the Executive for any reason other than for Good Reason, such shares shall become vested on the closing price termination date. Until the shares of Common Stock so granted are vested, the Executive may not transfer, pledge or dispose of the Parent's common stock unvested shares. The Executive, however, may vote any unvested shares and be entitled to receive any dividends or distributions (other than non cash distributions, which shall be subject to the same vesting restrictions as the shares of Common Stock for which such distributions were received). The Company may also hold the unvested shares until they have vested. The Executive may elect to deliver shares of Common Stock (valued at their then current market price) to the Company in satisfaction of any withholding obligation the Company may have on the NASDAQ Global Select Market vesting of such shares. Such shares shall be subject to accelerated vesting as provided in Section 4(a). Such shares shall also be subject to accelerated vesting on a change of control as defined in the fifth trading day prior to Company's form of stock option agreement, with the Closing Dateproposed merger with Weatxxxxxxx Xxxerra, Inc. not resulting in any acceleration of such vesting. The Executive shall also receive options granted under the Company's stock option plan to such employees shall be purchase an aggregate of 100,000 shares of Common Stock at an exercise price per share equal to the closing sale price of the common stock a share of the Parent last reported Common Stock on the NASDAQ Global Select Market Effective Date, such options to be subject to three year vesting on the Closing Date. With respect to any options granted to such employees, one basis of one-third of the total option shares subject to the option shall vest and first become exercisable on the first anniversary of the Closing Date, and thereafter an additional 1/36th of the total option shares subject to the option shall vest and become exercisable in equal monthly increments over the next 24 monthsper year, with all option shares subject to the option becoming fully exercisable on the third anniversary proposed merger with Weatxxxxxxx Enterra, Inc. not resulting in any acceleration of the Closing Date. With respect to any restricted stock units granted to such employees, the restrictions associated with the right to receive one third of the number of shares of common stock of the Parent subject to such grant of restricted stock units shall lapse on the first anniversary of the Closing Date, and the restrictions associated with the right to receive an additional one third of the number of shares of common stock of the Parent subject to such grant of restricted stock units shall lapse on each succeeding anniversary thereof such that all restrictions relating to such rights to receive shares of common stock of Ranger are fully lapsed on the third anniversary of the Closing Datevesting.