Common use of Restricted Stock and Stock Options Clause in Contracts

Restricted Stock and Stock Options. The Employee has purchased shares of Class A Common Stock of the Employer pursuant to the Securities Purchase and Stockholders Agreement, dated as of May 28, 1997, between the Employer and the Employee (the "1997 Purchase Agreement"), and the Securities Purchase and Stockholders Agreement, dated as of the date hereof, between the Employer and the Employee (the "1999 Purchase Agreement", and collectively, with the 1997 Purchase Agreement, the "Purchase Agreements"), and has been granted options to acquire shares of Class A Common Stock of the Employer, pursuant to the Stock Option Agreement, dated as of May 28, 1997, between the Employer and the Employee (the "1997 Stock Option Agreement"), the Stock Option Agreement, dated as of September 26, 1998, between the Employer and the Employee (the "1998 Stock Option Agreement") and the Stock Option Agreement, dated as of the date hereof, between the Employer and the Employee (the "1999 Stock Option Agreement" and collectively, with the 1997 Stock Option Agreement and the 1998 Stock Option Agreement, the "Stock Option Agreements"). The stock options granted to the Employee under the 1997 Stock Option Agreement and the 1998 Stock Option Agreement were granted pursuant to the Employer's 1997 Stock Option Plan and are fully vested and exercisable as of the date hereof. The stock options granted to the Employee under the 1999 Stock Option Agreement were granted pursuant to the Employer's 1999 Stock Option Plan and are subject to vesting in accordance with the terms of the 1999 Stock Option Agreement. The Purchase Agreements and the Stock Option Agreements are referred to in this Agreement as the "Other Agreements." The Employee shall be entitled to participate in current or future equity incentive plans adopted by the Employer on terms substantially similar to those offered to members of the Employer's Executive Committee or other division Presidents of the Employer. Such grants may be awarded from time to time in the sole discretion of the Employer's Board of Directors. Except as otherwise provided in the 1999 Stock Option Agreement and in this Agreement with respect to payments under the Executive Bonus Plan and except as hereafter mutually agreed by the Employer and the Employee, in the event of a Change in Control (as defined below), to the extent not fully vested at such time, the Employee shall become fully vested in all awards heretofore or hereafter granted to him under all incentive compensation, deferred compensation, stock option, stock appreciation rights, restricted stock, phantom stock or other similar plans maintained by the Employer.

Restricted Stock and Stock Options. The Employee has purchased shares of Class A Common Stock of the Employer pursuant to the Securities Purchase and Stockholders Agreement, dated as of May 28, 1997, between the Employer and the Employee (the "1997 Purchase Agreement"), and the Securities Purchase and Stockholders Agreement, dated as of the date hereof, between the Employer and the Employee (the "1999 Purchase Agreement", and collectively, with the 1997 Purchase Agreement, the "Purchase Agreements"), and has been granted options to acquire shares of Class A Common Stock of the Employer, pursuant to the Stock Option Agreement, dated as of May 28, 1997, between the Employer and the Employee (the "1997 Stock Option Agreement"), the Stock Option Agreement, dated as of September 26, 1998, between the Employer and the Employee (the "1998 Stock Option Agreement") and the Stock Option Agreement, dated as of the date hereof, between the Employer and the Employee (the "1999 Stock Option Agreement" and collectively, with the 1997 Stock Option Agreement and the 1998 Stock Option Agreement, the "Stock Option Agreements"). The stock options granted to the Employee under the 1997 Stock Option Agreement and the 1998 Stock Option Agreement were granted pursuant to the Employer's 1997 Stock Option Plan and are fully vested and exercisable as of the date hereof. The stock options granted to the Employee under the 1999 Stock Option Agreement were granted pursuant to the Employer's 1999 Stock Option Plan and are subject to vesting in accordance with the terms of the 1999 Stock Option Agreement. The Purchase Agreements Agreement and the Stock Option Agreements are referred to in this Agreement as the "Other Agreements." The Employee shall be entitled to participate in current or future equity incentive plans adopted by the Employer on terms substantially similar to those offered to members of the Employer's Executive Committee or other division Presidents of the Employer. Such grants may be awarded from time to time in the sole discretion of the Employer's Board of Directors. Except as otherwise provided in the 1999 Stock Option Agreement and in this Agreement with respect to payments under the Executive Bonus Plan and except as hereafter mutually agreed by the Employer and the Employee, in the event of a Change in Control (as defined below), to the extent not fully vested at such time, the Employee shall become fully vested in all awards heretofore or hereafter granted to him under all incentive compensation, deferred compensation, stock option, stock appreciation rights, restricted stock, phantom stock or other similar plans maintained by the Employer.

Restricted Stock and Stock Options. The Employee has purchased shares of Class A Common Stock of the Employer pursuant to the Securities Purchase and Stockholders Agreement, dated as of May 28, 1997, between the Employer and the Employee (the "1997 Purchase Agreement"), and the Securities Purchase and Stockholders Agreement, dated as of the date hereof, between the Employer and the Employee (the "1999 Purchase Agreement", and collectively, with the 1997 Purchase Agreement, the "Purchase Agreements"), and has been granted options to acquire shares of Class A Common Stock of the Employer, pursuant to the Stock Option Agreement, dated as of May 28, 1997, between the Employer and the Employee (the "1997 Stock Option Agreement"), the Stock Option Agreement, dated as of September 26, 1998, between the Employer and the Employee (the "1998 Stock Option Agreement") and the Stock Option Agreement, dated as of the date hereof, between the Employer and the Employee (the "1999 Stock Option Agreement" and collectively, with the 1997 Stock Option Agreement and the 1998 Stock Option Agreement, the "Stock Option Agreements"). The stock options granted to the Employee under the 1997 Stock Option Agreement and the 1998 Stock Option Agreement were granted pursuant to the Employer's 1997 Stock Option Plan and are fully vested and exercisable as of the date hereof. The stock options granted to the Employee under the 1999 Stock Option Agreement were granted pursuant to the Employer's 1999 Stock Option Plan and are subject to vesting in accordance with the terms of the 1999 Stock Option Agreement. The 1999 Purchase Agreements Agreement and the Stock Option Agreements are referred to in this Agreement as the "Other Agreements." The Employee shall be entitled to participate in current or future equity incentive plans adopted by the Employer on terms substantially similar to those offered to members of the Employer's Executive Committee or other division Presidents of the Employer. Such grants may be awarded from time to time in the sole discretion of the Employer's Board of Directors. Except as otherwise provided in the 1999 Stock Option Agreement and in this Agreement with respect to payments under the Executive Bonus Plan and except as hereafter mutually agreed by the Employer and the Employee, in the event of a Change in Control (as defined below), to the extent not fully vested at such time, the Employee shall become fully vested in all awards heretofore or hereafter granted to him under all incentive compensation, deferred compensation, stock option, stock appreciation rights, restricted stock, phantom stock or other similar plans maintained by the Employer.

Restricted Stock and Stock Options. The Employee has purchased shares of Class A Common Stock Parties acknowledge and agree that the restrictive period for part of the Employer pursuant outstanding, non-lapsed restricted shares granted to Executive by the Securities Purchase Company on May 31, 1999 (2,000 shares, 2-year restriction; and Stockholders 2,000 shares, 3-year restriction) has previously expired and been lifted. In addition, the Company agrees that in exchange for the release set forth in provision 8 below and the other terms and conditions of this Agreement, dated following the Effective Date of this Agreement (as of May 28, 1997, between the Employer and the Employee (the "1997 Purchase Agreement"defined in provision 17 below), and the Securities Purchase and Stockholders Agreement, dated as provided all conditions of the date hereof, between the Employer and the Employee (the "1999 Purchase Agreement", and collectively, with the 1997 Purchase Agreementthis Agreement are met by Executive, the "Purchase Agreements"restrictive period for the outstanding, non-lapsed restricted shares granted to Executive by the Company on February 9, 1996 (2,592 shares, 10 year restriction), March 1, 1997 (3,248 shares, 10 year restriction), and has been granted options to acquire shares of Class A Common Stock part of the Employerrestricted shares granted on May 31, pursuant to the Stock Option Agreement1999 (2,000 shares, dated as of May 28, 1997, between the Employer 4-year restriction) shall be lifted and the Employee (the "1997 Stock Option Agreement"), the Stock Option Agreement, dated as of September 26, 1998, between the Employer and the Employee (the "1998 Stock Option Agreement") and the Stock Option Agreement, dated as of the date hereof, between the Employer and the Employee (the "1999 Stock Option Agreement" and collectively, with the 1997 Stock Option Agreement and the 1998 Stock Option Agreement, the "Stock Option Agreements"). The stock options granted to the Employee under the 1997 Stock Option Agreement and the 1998 Stock Option Agreement were granted pursuant to the Employer's 1997 Stock Option Plan and are fully vested and exercisable as of the date hereof. The stock options granted to the Employee under the 1999 Stock Option Agreement were granted pursuant to the Employer's 1999 Stock Option Plan and are such shares shall no longer be subject to vesting in accordance with the terms of the 1999 Stock Option Agreement. The Purchase Agreements and the Stock Option Agreements are referred to in this Agreement as the "Other Agreements." The Employee shall be entitled to participate in current or future equity incentive plans adopted by the Employer on terms substantially similar to those offered to members of the Employer's Executive Committee or other division Presidents of the Employer. Such grants may be awarded from time to time in the sole discretion of the Employer's Board of Directorsrestrictions, effective March 31, 2003. Except as otherwise provided in noted above, Executive and the 1999 Stock Option Agreement Company acknowledge and agree that nothing in this Agreement with respect shall alter or in any way affect: (1) the restrictions that have expired or that are currently scheduled to payments under expire on or before March 31, 2003 for the outstanding, non-lapsed restricted shares previously granted to Executive Bonus Plan and except as hereafter mutually agreed by the Employer Company; or (2) the restrictions that were originally scheduled to continue after March 31, 2003 in accordance with such applicable grant terms for the outstanding, non-lapsed restricted shares previously granted to Executive by the Company (which post-March 31, 2003 restrictions shall not be lifted and such shares shall lapse upon Executive's separation from the EmployeeCompany, effective March 31, 2003).1[1] Executive acknowledges and agrees that as set forth in Executive's Company stock option plan documents, if he desires, Executive will be required to exercise all outstanding, non-lapsed vested stock options with the event of Company within ninety (90) days following his separation from employment with the Company, effective March 31, 2003. In addition, a Change in Control (as defined below)schedule listing the outstanding, non-lapsed stock options and outstanding, non-lapsed restricted shares granted to the extent not fully vested at such timeExecutive under any Company stock option award agreement, the Employee shall become fully vested in all awards heretofore Company's Annual Incentive Program Bonus, the Company's Long-Term Incentive Plan, or hereafter granted otherwise prior to him under all incentive compensationMarch 31, deferred compensation, stock option, stock appreciation rights, restricted stock, phantom stock or other similar plans maintained by the Employer.2003 is attached as Exhibit X.

Restricted Stock and Stock Options. The As an additional material inducement for the Employee's entering into this Agreement and his undertaking to perform the services referred to herein, the Employee has purchased will receive upon his commencement of employment hereunder: (a) 100,000 shares of Class A Common Stock of the Employer pursuant common stock restricted as to the Securities Purchase and Stockholders Agreement, dated as of May 28, 1997, between the Employer and the Employee their ability to be sold (the "1997 Purchase Restricted Stock"), the restrictions to lapse at the close of business on June 30, 2001, so long as the Employee is still in the employ of the Company on that date, unless otherwise expressly provided in this Agreement. On the date on which the restrictions lapse or as soon as thereafter as reasonably practicable, all legends will be removed and fully registered and freely transferrable stock certificates for the shares for which the restrictions have lapsed shall be issued to the Employee. The grant of the Restricted Stock shall be made under the Company's Stock Incentive Plan ("Stock Incentive Plan"), a copy of which has been provided to the Employee. (b) Stock appreciation rights ("SARs") entitling the Employee to the appreciation in the value of 400,000 shares of common stock of the Company from the May 13, 1996 to the date of exercise. Due to the current insufficiency of stock available under the Stock Incentive Plan, SARs in respect of all 400,000 shares shall be issued pursuant to a Stock Appreciation Right Agreement (the "SAR Agreement"), and the Securities Purchase and Stockholders Agreement, dated a copy of which is attached hereto as Exhibit A. The terms of the date hereofSARs shall be governed solely by the SAR Agreement attached hereto as Exhibit A. The SAR Agreement is not part of the Stock Incentive Plan, between but provides, in effect, that an option granted under the Employer and the Employee Stock Incentive Plan (the "1999 Purchase Plan Option") may be partially substituted for the SARs, all as set forth in the SAR Agreement". The exercise price of the Plan Option, if issued, shall be as set forth in paragraph 2(d) of the SAR Agreement, and collectively, with the 1997 Purchase Agreement, terms thereof shall otherwise be as set forth in the "Purchase Agreements"), and has been granted options to acquire shares form of Class A Common Stock of the Employer, pursuant Option Agreement under Stock Incentive Plan attached as Exhibit 1 to the Stock Option Agreement, dated as of May 28, 1997, between the Employer and the Employee SAR Agreement (the "1997 Stock Option Agreement"). (c) The Company will accurately, the Stock Option Agreement, dated as of September 26, 1998, between the Employer correctly and timely prepare and file or caused to be prepared and filed all reports required to be filed by the Employee (the "1998 Stock Option Agreement") and the Stock Option Agreement, dated as pursuant to Section 16 of the date hereofSecurities Exchange Act of 1934 and amendments thereto or similar provisions of any state statutory or common law, between the Employer including without limitation Forms 3, 4 and the Employee (the "1999 Stock Option Agreement" and collectively, 5 required to be filed with the 1997 Stock Option Agreement Securities and the 1998 Stock Option Agreement, the "Stock Option Agreements")Exchange Commission. The stock options granted to the Employee under the 1997 Stock Option Agreement and the 1998 Stock Option Agreement were granted pursuant to the Employer's 1997 Stock Option Plan and are fully vested and exercisable as of the date hereof. The stock options granted to the Employee under the 1999 Stock Option Agreement were granted pursuant to the Employer's 1999 Stock Option Plan and are subject to vesting in accordance will cooperate with the terms of Company in assisting it in preparing and filing the 1999 Stock Option Agreement. The Purchase Agreements and the Stock Option Agreements are referred to in this Agreement as the "Other Agreementsreports." The Employee shall be entitled to participate in current or future equity incentive plans adopted by the Employer on terms substantially similar to those offered to members of the Employer's Executive Committee or other division Presidents of the Employer. Such grants may be awarded from time to time in the sole discretion of the Employer's Board of Directors. Except as otherwise provided in the 1999 Stock Option Agreement and in this Agreement with respect to payments under the Executive Bonus Plan and except as hereafter mutually agreed by the Employer and the Employee, in the event of a Change in Control (as defined below), to the extent not fully vested at such time, the Employee shall become fully vested in all awards heretofore or hereafter granted to him under all incentive compensation, deferred compensation, stock option, stock appreciation rights, restricted stock, phantom stock or other similar plans maintained by the Employer.

Restricted Stock and Stock Options. The Employee has purchased shares of Class A Common Stock of the Employer pursuant to the Securities Purchase and Stockholders Agreement, dated as of May 28, 1997, between the Employer and the Employee (the "1997 Purchase Agreement"), and the Securities Purchase and Stockholders Agreement, dated as of the date hereof, between the Employer and the Employee (the "1999 Purchase Agreement", and collectively, with the 1997 Purchase Agreement, the "Purchase Agreements"), and has been granted options to acquire shares of Class A Common Stock of the Employer, pursuant to the Stock Option Agreement, dated as of May 28, 1997, between the Employer and the Employee (the "1997 Stock Option Agreement"), the Stock Option Agreement, dated as of September 26, 1998, between the Employer and the Employee (the "1998 Stock Option Agreement") and the Stock Option Agreement, dated as of the date hereof, between the Employer and the Employee (the "1999 Stock Option Agreement" and collectively, with the 1997 Stock Option Agreement and the 1998 Stock Option Agreement, the "Stock Option Agreements"). The stock options granted to the Employee under the 1997 Stock Option Agreement and the 1998 Stock Option Agreement were granted pursuant to the Employer's 1997 Stock Option Plan and are fully vested and exercisable as of the date hereof. The stock options granted to the Employee under the 1999 Stock Option Agreement were granted pursuant to the Employer's 1999 Stock Option Plan and are subject to vesting in accordance with the terms of the 1999 Stock Option Agreement. The Purchase Agreements and the Stock Option Agreements are referred to in this Agreement as the "Other Agreements." The Employee shall be entitled to participate in current or future equity incentive plans adopted by the Employer on terms substantially similar to those offered to members of the Employer's Executive Committee or other division Presidents of the Employer. Such grants may be awarded from time to time in the sole discretion of the Employer's Board of Directors. Except as otherwise provided in the 1999 Stock Option Agreement and in this Agreement with respect to payments under the Executive Bonus Plan and except as hereafter mutually agreed by the Employer and the Employee, in the event of a Change in Control (as defined below), to the extent not fully vested at such time, the Employee shall become fully vested in all awards heretofore or hereafter granted to him under all incentive compensation, deferred compensation, stock option, stock appreciation rights, restricted stock, phantom stock or other similar plans maintained by the Employer.