Common use of Restricted Stock and Stock Options Clause in Contracts

Restricted Stock and Stock Options. (i) On the Effective Date, the Company shall grant to Executive, either under the equity compensation plans of the Company or otherwise, 20,000 shares of the Company’s restricted stock. Such shares of restricted stock shall vest in equal installments on each of the first, second, third and fourth anniversaries of the Effective Date. Dividends on restricted stock shall be paid to Executive at such times as dividends are paid to shareholders of the Company’s common stock. (ii) On the Effective Date, the Company shall grant to Executive, either under the equity compensation plans of the Company or otherwise options to purchase 75,000 shares of the Company’s common stock. Such stock options shall vest in equal installments on each of the first, second, third and fourth anniversaries of the Effective Date. (iii) Following each calendar year of the Employment Period, the Compensation Committee shall review with the Chief Executive Officer the Executive’s performance during the prior year and cause the Company to grant to Executive stock options and/or shares of restricted stock in the amount that the Compensation Committee shall reasonably determine as fairly compensating and rewarding Executive for services rendered to the Company and/or as an incentive for continued service to the Company; provided, however, that in no event shall the number and terms of such award be less favorable than granting to Executive 10,000 shares of restricted stock and options to purchase 75,000 shares of the Company’s common stock (4,167 shares of restricted stock and options to purchase 31,250 shares of Company common stock for the 2007 calendar year). Stock options or shares of restricted stock so granted or issued shall vest in equal installments on each of the first, second, third and fourth anniversaries of the date of grant thereof, provided however that in the event the Company issues Executive a notice of non-renewal, all unvested restricted stock and options shall vest as of the last day of the Employment Period. (iv) Any stock options granted to the Executive in accordance with this Agreement shall have an exercise price equal to the closing price of a share of the Company’s common stock on the principal stock exchange on which the Company’s common stock is listed on the date of grant thereof. In addition, Executive shall have the right to exercise all vested options within the six (6) month period immediately following Executive’s termination of employment, provided, however, that in the event Executive voluntarily terminates Executive’s employment (for other than Good Reason), or the Company terminates Executive’s employment for Cause, Executive shall only have ninety (90) days following termination of employment to exercise Executive’s options. The grant of options and/or restricted stock to Executive shall be evidenced by a separate written agreement(s) to be provided to Executive. In the event of any conflict between the terms of such stock option or restricted stock agreement or the plan relating thereto and the terms of this Agreement, the terms of this Agreement shall control. (v) If any shares or options provided for above are not issued under the equity compensation plans of the Company, the Company hereby agrees to use commercially reasonable efforts to prepare and file with the Securities and Exchange Commission a registration statement and such other documents as may be necessary in order to comply with the provisions of the Securities Act of 1933, as amended, so as to permit the registered resale of the shares of restricted stock granted hereunder and to permit the registered issuance of any shares of common stock pursuant to the stock options granted hereunder to the extent not covered by an existing, effective registration statement of the Company.

Restricted Stock and Stock Options. (i) On the Effective Date, the Company shall grant to Executive, either under the equity compensation plans of the Company or otherwise, 20,000 40,000 shares of the Company’s restricted stock. Such shares of restricted stock shall vest in equal installments on each of the firstDecember 31, second2007, third December 31, 2008, December 31, 2009 and fourth anniversaries of the Effective DateDecember 31, 2010. Dividends on restricted stock shall be paid to Executive at such times as dividends are paid to shareholders of the Company’s common stock. (ii) On the Effective Date, the Company shall grant to Executive, either under the equity compensation plans of the Company or otherwise options to purchase 75,000 400,000 shares of the Company’s common stock. Such stock options shall vest in equal installments on each of the firstDecember 31, second2007, third December 31, 2008, December 31, 2009 and fourth anniversaries of the Effective DateDecember 31, 2010. (iii) Following During each calendar year of the Employment Period after the first year of the Employment Period, the Compensation Committee shall review with the Chief Executive Officer the Executive’s performance during the prior year at least annually and may, in its sole discretion, cause the Company to grant to Executive stock options and/or shares of restricted stock (in the amount that addition to those granted in clauses (i) and (ii) above) in an amount, if any, the Compensation Committee shall reasonably determine as fairly compensating and rewarding Executive for services rendered to the Company and/or as an incentive for continued service to the Company; provided, however, that in no event shall the number and terms of such award be less favorable than granting to Executive 10,000 shares of restricted stock and options to purchase 75,000 shares of the Company’s common stock (4,167 shares of restricted stock and options to purchase 31,250 shares of Company common stock for the 2007 calendar year). Stock options or shares of restricted stock so granted or issued issued, if any, shall vest in equal installments on each of the first, second, third and fourth anniversaries of the date of grant thereof, provided however that in the event the Company issues Executive a notice of non-renewal, all unvested restricted stock and options shall vest as of the last day of the Employment Period. (iv) Any stock options granted to the Executive in accordance with this Agreement shall have an exercise price equal to the average closing price of a share of the Company’s common stock on the principal stock exchange on which the Company’s common stock is listed on and traded during the ten (10) trading days immediately preceding the date of grant thereof. In addition, Executive shall have the right to exercise all vested options within the six (6) month period immediately following Executive’s termination of employment, provided, however, that in the event Executive voluntarily terminates Executive’s employment (for other than Good Reason), or the Company terminates Executive’s employment for Cause, Executive shall only have ninety (90) days following termination of employment to exercise Executive’s options. The grant of options and/or restricted stock to Executive shall be evidenced by a separate written agreement(s) to be provided to Executive. In the event of any conflict between the terms of such stock option or restricted stock agreement or the plan relating thereto and the terms of this Agreement, the terms of this Agreement shall control. (v) If any shares or options provided for above are not issued under the equity compensation plans of the Company, the Company hereby agrees to use commercially reasonable efforts to prepare and file with the Securities and Exchange Commission a registration statement and such other documents as may be necessary in order to comply with the provisions of the Securities Act of 1933, as amended, so as to permit the registered resale of the shares of restricted stock granted hereunder and to permit the registered issuance of any shares of common stock pursuant to the stock options granted hereunder to the extent not covered by an existing, effective registration statement of the Company.

Restricted Stock and Stock Options. (i) On the Effective Date, the Company shall grant to Executive, either under the equity compensation plans of the Company or otherwise, 20,000 that number of shares of the Company’s restricted stockstock equal to the quotient of (A) $1,000,000, divided by (B) the average closing price of a share of the Company’s common stock on the principal stock exchange on which the Company’s common stock is listed and traded during the ten (10) trading days immediately preceding the Effective Date. Such shares of restricted stock shall vest in equal installments on each of the first, second, third and fourth anniversaries of the Effective Date. Dividends on restricted stock shall be paid to Executive at such times as dividends are paid to shareholders of the Company’s common stock. (ii) On the Effective Date, the Company shall grant to Executive, either under the equity compensation plans of the Company or otherwise options to purchase 75,000 250,000 shares of the Company’s common common (iii) stock. Such stock options shall vest in equal installments on each of the first, second, third and fourth anniversaries of the Effective Date. (iiiiv) Following each calendar year of the Employment Period, the Compensation Committee shall review with the Chief Executive Officer the Executive’s performance during the prior year and cause the Company to grant to Executive stock options and/or shares of restricted stock in the amount that the Compensation Committee shall reasonably determine as fairly compensating and rewarding Executive for services rendered to the Company and/or as an incentive for continued service to the Company; provided, however, that in no event shall the number and terms of such award be less favorable than granting to Executive 10,000 shares of restricted stock and options to purchase 75,000 100,000 shares of the Company’s common stock (4,167 shares of restricted stock and options to purchase 31,250 shares of Company common stock for the 2007 calendar year)stock. Stock options or shares of restricted stock so granted or issued shall vest in equal installments on each of the first, second, third and fourth anniversaries of the date of grant thereof, provided however that in the event the Company issues Executive a notice of non-renewal, all unvested restricted stock and options shall vest as of the last day of the Employment Period. (ivv) Any stock options granted to the Executive in accordance with this Agreement shall have an exercise price equal to the closing price of a share of the Company’s common stock on the principal stock exchange on which the Company’s common stock is listed on the date of grant thereof. In addition, Executive shall have the right to exercise all vested options within the six (6) month period immediately following Executive’s termination of employment, provided, however, that in the event Executive voluntarily terminates Executive’s employment (for other than Good Reason), or the Company terminates Executive’s employment for Cause, Executive shall only have ninety (90) days following termination of employment to exercise Executive’s options. The grant of options and/or restricted stock to Executive shall be evidenced by a separate written agreement(s) to be provided to Executive. In the event of any conflict between the terms of such stock option or restricted stock agreement or the plan relating thereto and the terms of this Agreement, the terms of this Agreement shall control. (vvi) If any shares or options provided for above are not issued under the equity compensation plans of the Company, the Company hereby agrees to use commercially reasonable efforts to prepare and file with the Securities and Exchange Commission a registration statement and such other documents as may be necessary in order to comply with the provisions of the Securities Act of 1933, as amended, so as to permit the registered resale of the shares of restricted stock granted hereunder and to permit the registered issuance of any shares of common stock pursuant to the stock options granted hereunder to the extent not covered by an existing, effective registration statement of the Company.

Restricted Stock and Stock Options. (i) On the Effective Date, the Company shall grant to Executive, either under the equity compensation plans of the Company or otherwise, 20,000 12,500 shares of the Company’s restricted stock. Such shares of restricted stock shall vest in equal installments on each of the firstDecember 31, second2007, third December 31, 2008, December 31, 2009 and fourth anniversaries of the Effective DateDecember 31, 2010. Dividends on restricted stock shall be paid to Executive at such times as dividends are paid to shareholders of the Company’s common stock. (ii) On the Effective Date, the Company shall grant to Executive, either under the equity compensation plans of the Company or otherwise options to purchase 75,000 100,000 shares of the Company’s common stock. Such stock options shall vest in equal installments on each of the firstDecember 31, second2007, third December 31, 2008, December 31, 2009 and fourth anniversaries of the Effective DateDecember 31, 2010. (iii) Following During each calendar year of the Employment Period after the first year of the Employment Period, the Compensation Committee shall review with the Chief Executive Officer the Executive’s performance during the prior year at least annually and cause the Company to grant to Executive stock options and/or shares of restricted stock in the amount that the Compensation Committee shall reasonably determine as fairly compensating and rewarding Executive for services rendered to the Company and/or as an incentive for continued service to the Company; provided, however, that in no event shall the number and terms of such award be less favorable than granting to Executive 10,000 12,500 shares of restricted stock and options to purchase 75,000 100,000 shares of the Company’s common stock (4,167 shares of restricted stock and options to purchase 31,250 shares of Company common stock for the 2007 calendar year)stock. Stock options or shares of restricted stock so granted or issued shall vest in equal installments on each of the first, second, third and fourth anniversaries of the date of grant thereof, provided however that in the event the Company issues Executive a notice of non-renewal, all unvested restricted stock and options shall vest as of the last day of the Employment Period. (iv) Any stock options granted to the Executive in accordance with this Agreement shall have an exercise price equal to the average closing price of a share of the Company’s common stock on the principal stock exchange on which the Company’s common stock is listed on and traded during the ten (10) trading days immediately preceding the date of grant thereof. In addition, Executive shall have the right to exercise all vested options within the six (6) month period immediately following Executive’s termination of employment, provided, however, that in the event Executive voluntarily terminates Executive’s employment (for other than Good Reason), or the Company terminates Executive’s employment for Cause, Executive shall only have ninety (90) days following termination of employment to exercise Executive’s options. The grant of options and/or restricted stock to Executive shall be evidenced by a separate written agreement(s) to be provided to Executive. In the event of any conflict between the terms of such stock option or restricted stock agreement or the plan relating thereto and the terms of this Agreement, the terms of this Agreement shall control. (v) If any shares or options provided for above are not issued under the equity compensation plans of the Company, the Company hereby agrees to use commercially reasonable efforts to prepare and file with the Securities and Exchange Commission a registration statement and such other documents as may be necessary in order to comply with the provisions of the Securities Act of 1933, as amended, so as to permit the registered resale of the shares of restricted stock granted hereunder and to permit the registered issuance of any shares of common stock pursuant to the stock options granted hereunder to the extent not covered by an existing, effective registration statement of the Company.

Restricted Stock and Stock Options. (i) On the Effective Date, the Company shall grant to Executive, either Executive under the equity compensation plans of the Company or otherwise, 20,000 50,000 shares of the Company’s restricted stock. Such Subject to Section 8 hereof, half of such shares of restricted stock shall vest in equal installments on each the second anniversary of the first, second, third Effective Date and the remaining shares shall vest on the fourth anniversaries anniversary of the Effective Date. Dividends on restricted stock shall be paid to Executive at such times as dividends are paid to shareholders of the Company’s common stock. (ii) On the Effective Date, the Company shall grant to Executive, either Executive under the equity compensation plans of the Company or otherwise options to purchase 75,000 100,000 shares of the Company’s common stock. Such stock Subject to Section 8 hereof, half of such options shall vest in equal installments on each the second anniversary of the first, second, third Effective Date and the remaining options shall vest on the fourth anniversaries anniversary of the Effective Date. (iii) Following each calendar year of December 31 that occurs during the Employment Period, the Compensation Committee shall review with the Chief Executive Officer the Executive’s performance during the prior year and cause the Company to grant to Executive stock options and/or shares of restricted stock in the amount that the Compensation Committee shall reasonably determine as fairly compensating and rewarding Executive for services rendered to the Company and/or and as an incentive for continued service to the Company; provided, however, that in no event shall the number and terms of such award be less favorable than granting to the Executive 10,000 options to purchase 100,000 shares of the Company common stock. In addition, if the Employment Period is extended without termination pursuant to Section 2, then following each December 31 that occurs during the Employment Period beginning with December 31, 2013, the Executive shall receive, in addition to the options described above, at least 12,500 shares of restricted stock. Subject to Section 8 hereof, stock options and options to purchase 75,000 shares of the Company’s common stock (4,167 shares of restricted stock and options to purchase 31,250 shares of Company common stock for the 2007 calendar year). Stock options or shares of restricted stock so granted or issued shall vest in equal installments on each of the first, second, third and fourth anniversaries of the date of grant thereof, provided however that in the event the Company issues Executive a notice of non-renewal, all unvested restricted stock and options shall vest as of the last day of the Employment Period. (iv) Any stock options granted to the Executive in accordance with this Agreement shall have an exercise price equal to the closing price of a share of the Company’s common stock on the principal stock exchange on which the Company’s common stock is listed and traded and traded on the date of grant thereof. In addition, Executive shall have the right to exercise all vested options within the six (6) month period immediately following Executive’s termination of employment, provided, however, that in the event Executive voluntarily terminates Executive’s employment (for other than Good Reason), or the Company terminates Executive’s employment for Cause, Executive shall only have ninety (90) days following termination of employment to exercise Executive’s options. (v) In the event that the Company issues to the Executive a Notice of Non-Renewal, all unvested restricted stock and options (granted hereunder or otherwise) shall vest as of the last day of the Employment Period provided that the Executive does not earlier terminate his employment or is not earlier terminated by the Company for Cause. The grant of options and/or restricted stock to Executive shall be evidenced by a separate written agreement(s) to be provided to Executive. In the event of any conflict between the terms of such stock option or restricted stock agreement or the plan relating thereto and the terms of this Agreement, the terms of this Agreement shall control. (v) If any shares or options provided for above are not issued under the equity compensation plans of the Company, the Company hereby agrees to use commercially reasonable efforts to prepare and file with the Securities and Exchange Commission a registration statement and such other documents as may be necessary in order to comply with the provisions of the Securities Act of 1933, as amended, so as to permit the registered resale of the shares of restricted stock granted hereunder and to permit the registered issuance of any shares of common stock pursuant to the stock options granted hereunder to the extent not covered by an existing, effective registration statement of the Company.

Restricted Stock and Stock Options. (i) On the Effective Date, the Company shall grant to Executive, either Executive under the equity compensation plans of the Company or otherwise, 20,000 7,500 shares of the Company’s restricted stock. Such shares of restricted stock shall vest in equal installments on each of the firstDecember 31, second2007, third December 31, 2008 and fourth anniversaries of the Effective DateDecember 31, 2009. Dividends on restricted stock shall be paid to Executive at such times as dividends are paid to shareholders of the Company’s common stock. (ii) On the Effective Date, the Company shall grant to Executive, either Executive under the equity compensation plans of the Company or otherwise options to purchase 75,000 30,000 shares of the Company’s common stock. Such stock options shall vest in equal installments on each of the firstDecember 31, second2007, third December 31, 2008 and fourth anniversaries of the Effective DateDecember 31, 2009. (iii) Following During each calendar year of the Employment Period after the first year of the Employment Period, the Compensation Committee shall review with the Chief Executive Officer the Executive’s performance during the prior year at least annually and cause the Company to grant to Executive stock options and/or shares of restricted stock in the amount that the Compensation Committee shall reasonably determine as fairly compensating and rewarding Executive for services rendered to the Company and/or as an incentive for continued service to the Company; provided, however, that in no event shall the number and terms of such award be less favorable than granting to Executive 10,000 7,500 shares of restricted stock and options to purchase 75,000 a number of shares of the Company’s common stock equal to $100,000 divided by the per share “value” of such options on the grant date (4,167 shares rounded to the nearest whole share). The “value” of restricted stock and options to purchase 31,250 shares a Company option shall be determined using the Company’s then-current method of Company common stock for the 2007 calendar yearoption valuation (e.g., binomial, black-scholes, etc). Stock options or shares of restricted stock so granted or issued shall vest in equal installments on each of the first, second, second and third and fourth anniversaries of the date of grant thereof, provided however that in the event the Company issues Executive a notice of non-renewal, all unvested restricted stock and options shall vest as of the last day of the Employment Period. (iv) Any stock options granted to the Executive in accordance with this Agreement shall have an exercise price equal to the closing price of a share of the Company’s common stock on the principal stock exchange on which the Company’s common stock is listed and traded on the date of grant thereof. In addition, Executive shall have the right to exercise all vested options within the six (6) month period immediately following Executive’s termination of employment, provided, however, that in the event Executive voluntarily terminates Executive’s employment (for other than Good Reason), or the Company terminates Executive’s employment for Cause, Executive shall only have ninety (90) days following termination of employment to exercise Executive’s options. The grant of options and/or restricted stock to Executive shall be evidenced by a separate written agreement(s) to be provided to Executive. In the event of any conflict between the terms of such stock option or restricted stock agreement or the plan relating thereto and the terms of this Agreement, the terms of this Agreement shall control. (v) If any shares or options provided for above are not issued under the equity compensation plans of the Company, the Company hereby agrees to use commercially reasonable efforts to prepare and file with the Securities and Exchange Commission a registration statement and such other documents as may be necessary in order to comply with the provisions of the Securities Act of 1933, as amended, so as to permit the registered resale of the shares of restricted stock granted hereunder and to permit the registered issuance of any shares of common stock pursuant to the stock options granted hereunder to the extent not covered by an existing, effective registration statement of the Company.

Restricted Stock and Stock Options. Executive has been granted 1,600,000 restricted shares of Company Common Stock (ithe “Restricted Shares“) On under the Effective DateGraphOn Corporation 2012 Equity Incentive Plan (the “2012 Equity Plan”), pursuant to two Restricted Stock Agreements dated August 15, 2012 (the “Restricted Stock Agreements”). Executive has been granted stock options under the GraphOn Corporation 2008 Equity Incentive Plan, as amended (the “2008 Equity Plan”) to acquire 1,000,000 shares of Company Common Stock pursuant to an award made February 22, 2012 (the “Time-Vesting Options“) and to acquire 1,000,000 shares of Company Common Stock pursuant to an award made September 8, 2011 (the “Performance Options,“ and collectively with the Time-Vesting Options, the Company shall “Stock Options”). The Restricted Shares and Time-Vesting Options are scheduled to vest over a period of 33 months commencing in the fourth month following the grant effective date. The Performance Options are scheduled to Executive, either under vest and become exercisable upon the equity compensation plans satisfaction of specified performance goals over a period of three years. Notwithstanding any contrary provision of the 2012 Equity Plan, the 2008 Equity Plan, the Restricted Stock Agreements, or the Stock Option awards, if Executive’s employment is terminated as a result of Executive’s death or Disability (pursuant to Section 12(a)), by the Company without Cause (pursuant to Section 12(c)), or otherwiseby Executive for Good Reason (pursuant to Section 12(d)), 20,000 shares then, immediately upon such termination, all of Executive’s unvested Restricted Shares shall vest and no longer be subject to the Company’s restricted stock“Return Right” (as defined in the 2012 Equity Plan) and all of the Stock Options shall immediately vest and become exercisable for the applicable period following termination specified in the 2008 Equity Plan. Such shares The accelerated vesting provisions of this Section 6 also shall apply to any restricted stock shall vest in equal installments on each of the first, second, third and fourth anniversaries of the Effective Date. Dividends on restricted stock shall be paid to Executive at such times as dividends are paid to shareholders of the Company’s common stock. (ii) On the Effective Date, the Company shall grant to Executive, either under the equity compensation plans of the Company or otherwise options to purchase 75,000 shares of the Company’s common stock. Such stock options shall vest in equal installments on each of the first, second, third and fourth anniversaries of the Effective Date. (iii) Following each calendar year of the Employment Period, the Compensation Committee shall review with the Chief Executive Officer the Executive’s performance during the prior year and cause option awards made by the Company to grant to Executive stock options and/or shares of restricted stock in the amount that the Compensation Committee shall reasonably determine as fairly compensating and rewarding Executive for services rendered to the Company and/or as an incentive for continued service to the Company; provided, however, that in no event shall the number and terms of such award be less favorable than granting to Executive 10,000 shares of restricted stock and options to purchase 75,000 shares of the Company’s common stock (4,167 shares of restricted stock and options to purchase 31,250 shares of Company common stock for the 2007 calendar year). Stock options or shares of restricted stock so granted or issued shall vest in equal installments on each of the first, second, third and fourth anniversaries of after the date of grant thereof, provided however that in the event the Company issues Executive a notice of non-renewal, all unvested restricted stock and options shall vest as of the last day of the Employment Period. (iv) Any stock options granted to the Executive in accordance with this Agreement shall have an exercise price equal to the closing price of a share of the Company’s common stock on the principal stock exchange on which the Company’s common stock is listed on the date of grant thereof. In addition, Executive shall have the right to exercise all vested options within the six (6) month period immediately following Executive’s termination of employment, provided, however, that in the event Executive voluntarily terminates Executive’s employment (for other than Good Reason), or the Company terminates Executive’s employment for Cause, Executive shall only have ninety (90) days following termination of employment to exercise Executive’s options. The grant of options and/or restricted stock to Executive shall be evidenced by a separate written agreement(s) to be provided to Executive. In the event of any conflict between the terms of such stock option or restricted stock agreement or the plan relating thereto and the terms of this Agreement, whether or not so stated in the terms of this Agreement shall control. (v) If any shares or options provided for above are not issued under the equity compensation plans of the Companyapplicable grant agreements, the Company hereby agrees to use commercially reasonable efforts to prepare and file with the Securities and Exchange Commission a registration statement and such other documents as may future awards shall be necessary included in order to comply with the provisions definitions of the Securities Act of 1933, as amended, so as to permit the registered resale of the shares of restricted stock granted hereunder “Restricted Shares” and to permit the registered issuance of any shares of common stock pursuant to the stock options granted hereunder to the extent not covered by an existing, effective registration statement of the Company“Stock Options” under this Agreement.