Common use of Stock and Stock Options Clause in Contracts

Stock and Stock Options. Subject to the approval of the Board, the Company shall grant the Employee an option ("Option") to purchase 904,500 shares of the Company's Common Stock under the Company's 1998 Stock Plan (the "Plan"). The exercise price of such Option shall be equal to the fair market value of such stock on the later of (i) the date of grant or (ii) the first day of the Employee's service with the Company. The term of this Option shall be 10 years, subject to earlier expiration in the event of the termination of the Employee's Employment. Such Option shall be immediately exercisable, but the purchased shares shall be subject to repurchase by the Company at the exercise price in the event that the Employee's Employment terminates before he vests in the shares. The Employee shall vest in 301,500 of the Option shares on the vesting commencement date of the Option and the remaining 603,000 of the Option shares shall vest in equal monthly installments upon the completion of each continuous month of service for the Company over a 48-month period from the vesting commencement date of the Option. It is anticipated that there will be an exemption from registration available under the federal securities laws for the Option shares. If an exemption is not available, the Company shall register the Option shares, including any exercised shares, on a Form S-8 registration statement to the extent that it is permissible under federal securities laws. These same Form S-8 registration statement rights shall be available to any future options granted to the Employee to the extent that it is permissible under federal securities laws. Please see Section 5, Change in Control, and Section 7, Termination Benefits, for additional terms related to the Option. The grant of this Option shall otherwise be subject to the other terms and conditions set forth in the Plan and in the Company's standard form of stock option agreement. Any shares of the Company's Common Stock purchased by the Employee, pursuant to the exercise of options or otherwise, shall be treated in the same manner as any other shares of the Company's Common Stock issued by the Company.

Stock and Stock Options. Subject to At the approval next meeting of the Board, the Company shall grant the Employee an option ("Option") to purchase 904,500 shares Compensation and Management Development Committee of the Company's Common Stock under the Company's 1998 Stock Plan ’s Board of Directors (the "Plan"“Initial Grant Date”). The , Executive shall be granted (a) a non-qualified stock option covering 25,000 shares of Company common stock with a per share exercise price of such Option shall be equal to the fair market value Fair Market Value (as defined in the Guide) of such a share of Company common stock on the later date of grant, (ib) 12,000 restricted performance stock rights (“RPSRs”), and (c) 9,000 restricted stock rights (“RSRs”). When elected officers of the Company generally are granted equity-based incentives in or around August 2003, if Executive is then employed by the Company, Executive shall be granted (a) a non-qualified stock option covering no less than an additional 15,000 shares of Company common stock with a per share exercise price equal to the Fair Market Value (as defined in the Guide) of a share of Company common stock on the date of grant, and (b) no less than an additional 8,000 RPSRs. The options, RPSRs, and RSRs granted to Executive shall be awarded under and shall be subject to the terms and conditions of the Company’s 2001 Long Term Incentive Stock Plan, as amended from time to time (the “LTISP”), the Guide to Administration for the LTISP, as amended from time to time (the “Guide”), and the grant certificates provided to Executive. The foregoing share, RPSR, and RSR numbers are subject to adjustment for stock splits and similar events in accordance with the adjustment provisions of the LTISP. Each option granted to Executive on the Initial Grant Date shall have a maximum term of ten years and shall vest in four substantially equal installments, with an installment becoming vested, subject to Executive’s continued employment through the respective vesting date, on each of the first through fourth anniversaries of the respective date of grant of the option. The RPSRs granted on the Initial Grant Date shall have a January 1, 2003 through December 31, 2005 performance period. The options and RPSRs granted in or around August 2003 shall be on terms otherwise similar to the terms applicable to other Company elected officer grants made at that time. Performance targets for the grant shall be established by the Company. Executive’s RSR award shall vest in three substantially equal installments, with an installment becoming vested, subject to Executive’s continued employment through the respective vesting date, on each of the first through third anniversaries of the date of grant or (ii) the first day of the Employee's service with the Companyaward. The term of this Option shall be 10 yearsNotwithstanding any contrary death, subject to earlier expiration Disability (as defined in the event Guide), or involuntary separation vesting or RPSR payment provision that may customarily apply with respect to awards under the LTISP, the following special vesting and RPSR payment provisions shall apply with respect to Executive’s option, RPSR, and RSR grants made as of the termination of Initial Grant Date (but not the Employee's Employment. Such Option shall be immediately exercisable, but the purchased shares shall be subject to repurchase by the Company at the exercise price contemplated August 2003 awards or any other subsequent award) in the event that the Employee's Employment Executive’s employment terminates before he vests in the shares. The Employee shall vest circumstances described: in 301,500 the event that Executive’s employment with the Company terminates due to the Executive’s death or Disability (as defined in the Guide) or in the event that Executive’s employment is terminated by the Company other than for Cause (as defined in Section 8), then (a) the portion of the Option shares Executive’s options and RSRs granted on the vesting commencement date of the Option Effective Date that are then outstanding and the remaining 603,000 of the Option shares otherwise unvested shall vest in equal monthly installments upon the completion of each continuous month of service for the Company over a 48-month period from the vesting commencement date of the Option. It is anticipated that there will be an exemption from registration available under the federal securities laws for the Option shares. If an exemption is not available, the Company shall register the Option shares, including any exercised shares, on a Form S-8 registration statement to the extent that it is permissible under federal securities laws. These same Form S-8 registration statement rights shall be available to any future thereupon become fully vested (but such options granted to the Employee to the extent that it is permissible under federal securities laws. Please see Section 5, Change in Control, and Section 7, Termination Benefits, for additional terms related to the Option. The grant of this Option shall otherwise be subject to any limited post-termination exercise period that may apply), and (b) the other Executive’s RPSRs granted on the Effective Date shall be paid in accordance with their usual terms and conditions set forth in the Plan and in the Company's standard form of stock option agreement. Any shares of the Company's Common Stock purchased as though Executive’s employment by the Employee, pursuant to the exercise of options or otherwise, shall be treated in the same manner as any other shares of the Company's Common Stock issued by the Company.Company had not terminated (without pro ration) except that the

Stock and Stock Options. Subject i. Company acknowledges that Director is an owner of Common Stock and may hold options to purchase stock in Company, and that the rights attributable to these securities (the "Securities") shall not be affected by the execution of this Agreement. ii. On January 31, 2005, for serving on the Board of Directors, Company granted Director, pursuant to the approval of the BoardCompany’s 2004 Stock Incentive Plan, the Company shall grant the Employee an option ("the “Option"”) to purchase 904,500 200,000 shares of common stock of the Company's Common Stock Company (the “Option Shares”), at a purchase price equal to $2.67, under the Company's 1998 Stock Plan (the "Plan"). The exercise price of such Option shall be equal to the fair market value of such stock on the later of (i) the date of grant or (ii) the first day of the Employee's service with the Company. The term of this Option shall be 10 years, subject to earlier expiration in the event of the termination of the Employee's Employment. Such Option shall be immediately exercisable, but the purchased shares shall be subject to repurchase by the Company at the exercise price in the event that the Employee's Employment terminates before he vests in the shares. The Employee shall vest in 301,500 of the Option shares on the vesting commencement date of the Option and the remaining 603,000 of the Option shares shall vest in equal monthly installments upon the completion of each continuous month of service for the Company over a 48-month period from the vesting commencement date of the Option. It is anticipated that there will be an exemption from registration available under the federal securities laws for the Option shares. If an exemption is not available, the Company shall register the Option shares, including any exercised shares, on a Form S-8 registration statement to the extent that it is permissible under federal securities laws. These same Form S-8 registration statement rights shall be available to any future options granted to the Employee to the extent that it is permissible under federal securities laws. Please see Section 5, Change in Control, and Section 7, Termination Benefits, for additional terms related to the Option. The grant of this Option shall otherwise be subject to the other terms and conditions set forth in the Plan and Stock Option Agreement, dated January 31, 2005. Fifty thousand (50,000) shares shall vest in a series of four (4) successive equal quarterly installments over the one year period measured from the date hereof upon the Director’s completion of each additional quarter over such one (1) year period. The remaining option shares shall vest in a series of twelve (12) successive equal quarterly installments upon the Director’s completion of each additional quarter serving as a member of the Board over the three (3) year period beginning one (1) year from the date hereof. The Stock Option Agreement (the “Option Agreement”) dated January 31, 2005, shall provide that all Option Shares subject to the Option Agreement at the time of a Change of Control (as defined in the Company's standard form of stock option agreement. Any shares 2004 Stock Incentive Plan) not otherwise vested shall automatically vest in full immediately prior to the effective date of the Company's Common Stock purchased Change of Control so that the Option may be exercised for any or all of the Option Shares. In addition, if Optionee is terminated without Cause (as defined below) as a member of the Board of Directors by the EmployeeCompany without Director’s written consent, pursuant to or if the exercise of options or otherwise, shall be treated in the same manner as any other shares shareholders of the Company's Common Stock issued Company do not re-elect Director as a member of the Board of Directors at any time during the term of the Option, the Option shall become exercisable in full and may be exercised for any or all of the Option Shares. For purposes of this Agreement, “Cause” means (i) Director’s conviction (by a court of competent jurisdiction, no subject to further appeal) of, or pleading guilty to, a felony or crime involving fraud or dishonesty against the Company; or (ii) Director’s willful and continued failure to substantially perform Director’s duties for the Company which failure continues for thirty (30) days following Director’s receipt of written notice of such failure to perform; or (iii) Director’s death, or any illness, disability or other incapacity in such a manner that Director is physically rendered unable regularly to perform his duties hereunder for a period in excess of one hundred twenty (120) consecutive days; or (iv) Director having ownership interest (other than ownership, for strictly investment purposes, of less than five percent (5%) of the capital stock of a company) in any entity including Lakes Entertainment, Inc., WPT Enterprises, Inc., or Sklansky Games, LLC which engages in Competing Activities (as defined in Section 4.b.).

Stock and Stock Options. Subject to At the approval next meeting of the Board, the Company shall grant the Employee an option ("Option") to purchase 904,500 shares Compensation and Management Development Committee of the Company's Common Stock under the Company's 1998 Stock Plan ’s Board of Directors (the "Plan"“Initial Grant Date”). The , Executive shall be granted (a) a non-qualified stock option covering 15,000 shares of Company common stock with a per share exercise price of such Option shall be equal to the fair market value Fair Market Value (as defined in the Guide) of such a share of Company common stock on the later date of grant, and (ib) 8,000 restricted performance stock rights (“RPSRs”). When elected officers of the Company generally are granted equity-based incentives in or around August 2003, if Executive is then employed by the Company, Executive shall be granted (a) a non-qualified stock option covering no less than an additional 15,000 shares of Company common stock with a per share exercise price equal to the Fair Market Value (as defined in the Guide) of a share of Company common stock on the date of grant, and (b) no less than an additional 8,000 RPSRs. The options and RPSRs granted to Executive shall be awarded under and shall be subject to the terms and conditions of the Company’s 2001 Long Term Incentive Stock Plan, as amended from time to time (the “LTISP”), the Guide to Administration for the LTISP, as amended from time to time (the “Guide”), and the grant or (ii) certificates provided to Executive. The foregoing share and RPSR numbers are subject to adjustment for stock splits and similar events in accordance with the adjustment provisions of the LTISP. Each option granted to Executive on the Initial Grant Date shall have a maximum term of ten years and shall vest in four substantially equal installments, with an installment becoming vested, subject to Executive’s continued employment through the respective vesting date, on each of the first day through fourth anniversaries of the Employee's service with respective date of grant of the option. The RPSRs granted as of the Initial Grant Date shall have a January 1, 2003 through December 31, 2005 performance period. Performance targets for the grant shall be established by the Company. The term of this Option options and RPSRs granted in or around August 2003 shall be 10 yearson terms otherwise similar to the terms applicable to other Company elected officer grants made at that time Notwithstanding any contrary death, subject to earlier expiration Disability (as defined in the event Guide), or involuntary separation vesting or RPSR payment provision that may customarily apply with respect to awards under the LTISP, the following special vesting and RPSR payment provisions shall apply with respect to Executive’s option and RPSR grants made as of the termination of Initial Grant Date (but not the Employee's Employment. Such Option shall be immediately exercisable, but the purchased shares shall be subject to repurchase by the Company at the exercise price contemplated August 2003 awards or any other subsequent award) in the event that the Employee's Employment Executive’s employment terminates before he vests in the shares. The Employee shall vest circumstances described: in 301,500 the event that Executive’s employment with the Company terminates due to Executive’s death or Disability (as defined in the Guide) or in the event that Executive’s employment is terminated by the Company other than for Cause (as defined in Section 8 or by Executive for Good Reason (as defined in Section 9), then (a) the portion of the Option shares Executive’s options granted on the vesting commencement date of the Option Effective Date that are then outstanding and the remaining 603,000 of the Option shares otherwise unvested shall vest in equal monthly installments upon the completion of each continuous month of service for the Company over a 48-month period from the vesting commencement date of the Option. It is anticipated that there will be an exemption from registration available under the federal securities laws for the Option shares. If an exemption is not available, the Company shall register the Option shares, including any exercised shares, on a Form S-8 registration statement to the extent that it is permissible under federal securities laws. These same Form S-8 registration statement rights shall be available to any future thereupon become fully vested (but such options granted to the Employee to the extent that it is permissible under federal securities laws. Please see Section 5, Change in Control, and Section 7, Termination Benefits, for additional terms related to the Option. The grant of this Option shall otherwise be subject to any limited post-termination exercise period that may apply), and (b) Executive’s RPSRs granted on the other Effective Date shall be paid in accordance with their usual terms and conditions set forth in the Plan and in the Company's standard form of stock option agreement. Any shares of the Company's Common Stock purchased as though Executive’s employment by the EmployeeCompany had not terminated (without pro ration) except that the 30% minimum payment provisions applicable to certain RPSRs shall not apply (accordingly, pursuant to the exercise no payment of options or otherwise, such RPSRs shall be treated in the same manner as any other shares of the Company's Common Stock issued made unless and until payments with respect to such RPSRs are made to participants who continue to be employed by the Company).

Stock and Stock Options. Subject to the approval of the Board, the Company shall grant the Employee an option ("Option") to purchase 904,500 shares of the Company's Common Stock under the Company's 1998 Stock Plan (the "Plan"). The exercise price of such Option shall be equal to the fair market value of such Executive hereby forfeits all stock on the later of (i) the date of grant or (ii) the first day of the Employee's service with the Company. The term of this Option shall be 10 years, subject to earlier expiration in the event of the termination of the Employee's Employment. Such Option shall be immediately exercisable, but the purchased shares shall be subject to repurchase options granted by the Company at to Executive prior to the exercise price in the event that the Employee's Employment terminates before he vests in the shares. The Employee shall vest in 301,500 of the Option shares on the vesting commencement date of the Option and the remaining 603,000 of the Option shares shall vest in equal monthly installments upon the completion of each continuous month of service for the Company over a 48-month period from the vesting commencement date of the Option. It is anticipated that there will be an exemption from registration available under the federal securities laws for the Option shares. If an exemption is not available, the Company shall register the Option shares, including any exercised shares, on a Form S-8 registration statement hereof to the extent that it is permissible under federal securities laws. These same Form S-8 registration statement rights shall be available to any future such options granted to the Employee to the extent that it is permissible under federal securities laws. Please see Section 5, Change in Control, and Section 7, Termination Benefits, for additional terms related to the Optionhave not heretofore been exercised. The grant of this Option Executive shall otherwise be subject have the right to cause the other terms and conditions set forth in the Plan and in the Company's standard form of stock option agreement. Any shares Company to purchase from Executive up to 280,000 of the Company's Common Stock purchased by the Employee, pursuant to the exercise of options or otherwise, shall be treated in the same manner as any Shares (but not other shares of the Company's Common Stock issued capital stock Executive may have acquired) on the last trading day in calendar year 1997 at a purchase price of $8.50 per Share; provided, however, that (i) such right shall expire and be of no force or effect with respect to 210,000 of such Shares if, for any 5 consecutive trading days between the fifth calendar day following the date hereof and the last trading day of calendar year 1997, the closing sale price per Share of the Company's common stock on the Nasdaq National Market (the "Market Value") is $8.50 or more, and (ii) such right shall expire and be of no force or effect with respect to the remaining 70,000 of such Shares if the Market Value of the Company's common stock is $8.50 or greater during any 5 consecutive trading days between the 90th calendar day following the date of this Agreement and the last trading day of calendar year 1997. In the event Executive is entitled and desires to exercise the rights set forth in this Section 2, he shall do so by delivering to the Company, not later than 5 days prior to the last trading day of calendar year 1997, written notice of election. Upon payment by the CompanyCompany of the purchase price therefore, Executive shall deliver to the Company the certificates representing the Shares, duly endorsed for transfer or accompanied by signed assignments separate from certificate, and Executive shall execute and deliver such other instruments as may reasonably be required to evidence the transfer of the Shares and comply with applicable securities laws. In the event that, pursuant to any merger, reorganization or other transaction to which the Company is a party, the Shares are converted into any other security prior to the last trading day of calendar year 1997, the right of Executive pursuant to this Section 2 shall apply with respect to the securities into which 280,000 of the Shares are converted on the same basis as such right applies to the Shares, with the $8.50 purchase price and Market Value referenced above appropriately adjusted to reflect the corresponding values of such other securities. In the event that, pursuant to any such transaction, the Shares are converted (prior to the last trading day of calendar year 1997) into cash or the right to receive cash, the Company shall pay to Executive, on or prior to the last trading day of calendar year 1997, the difference between the per Share amount of cash received by Executive pursuant thereto and $8.50, multiplied by the number of Shares Executive would have had the right to cause the Company to purchase had such conversion not occurred and the Market Value of the Shares not increased above the price paid in the conversion. Nothing in this paragraph shall restrict Executive from selling a portion of the Shares prior to December 31, 1997, nor shall such sale(s) affect Executive's right to require the Company to purchase the balance up to 280,000 Shares.

Stock and Stock Options. Subject i. Company acknowledges that Director is an owner of Common Stock and may hold options to purchase stock in Company, and that the approval rights attributable to these securities (the "Securities") shall not be affected by the execution of the Boardthis Agreement. ii. On March 31, 2006, the Company shall grant granted the Employee Director, pursuant to the Company’s 2005 Stock Incentive Plan, an option ("the “Option"”) to purchase 904,500 50,000 shares of common stock of the Company's Common Stock under the Company's 1998 Stock Plan Company (the "Plan"“Option Shares”). The exercise , at a purchase price of such Option shall be equal to the fair market value of such closing stock price on the later of (i) the date of grant or (ii) the first day of the Employee's service with the Company. The term of this Option shall be 10 yearsMarch 31, subject to earlier expiration in the event of the termination of the Employee's Employment. Such Option shall be immediately exercisable2006, but the purchased shares shall be subject to repurchase by the Company at the exercise price in the event that the Employee's Employment terminates before he vests in the shares. The Employee shall vest in 301,500 of the Option shares on the vesting commencement date of the Option and the remaining 603,000 of the Option shares shall vest in equal monthly installments upon the completion of each continuous month of service for the Company over a 48-month period from the vesting commencement date of the Option. It is anticipated that there will be an exemption from registration available under the federal securities laws for the Option shares. If an exemption is not available, the Company shall register the Option shares, including any exercised shares, on a Form S-8 registration statement to the extent that it is permissible under federal securities laws. These same Form S-8 registration statement rights shall be available to any future options granted to the Employee to the extent that it is permissible under federal securities laws. Please see Section 5, Change in Control, and Section 7, Termination Benefits, for additional terms related to the Option. The grant of this Option shall otherwise be subject to the other terms and conditions set forth in the Plan and Stock Option Agreement, dated March 2, 2006. Ten thousand (10,000) shares shall vest in a series of four (4) successive equal quarterly installments over the one year period measured from the date hereof upon the Director’s completion of each additional quarter over such one (1) year period. The remaining option shares shall vest in a series of sixteen (16) successive equal quarterly installments upon the Director’s completion of each additional quarter serving as a member of the Board over the four (4) year period beginning one (1) year from the date hereof. The Stock Option Agreement (the “Option Agreement”) shall provide that all Option Shares subject to the Option Agreement at the time of a Change of Control (as defined in the Company's standard form of stock option agreement. Any shares 2005 Stock Incentive Plan) not otherwise vested shall automatically vest in full immediately prior to the effective date of the Company's Common Stock purchased Change of Control so that the Option may be exercised for any or all of the Option Shares. In addition, if Optionee is terminated without Cause (as defined below) as a member of the Board of Directors by the EmployeeCompany without Director’s written consent, pursuant to or if the exercise of options or otherwise, shall be treated in the same manner as any other shares shareholders of the Company's Common Stock issued Company do not re-elect Director as a member of the Board of Directors at any time during the term of the Option, only the vested Options shall become exercisable. For purposes of this Agreement, “Cause” means (i) Director’s conviction (by a court of competent jurisdiction, not subject to further appeal) of, or pleading guilty to, a felony or a crime involving fraud or dishonesty against the Company.; or (ii) Director’s willful and continued failure to substantially perform Director’s duties for the Company which failure continues for thirty (30) days following Director’s receipt of written notice of such failure to perform or (iii) Director’s death, or any illness, disability or other incapacity in such a manner that Director is physically rendered unable regularly to perform his duties hereunder for a period in excess of one hundred twenty (120) consecutive days ..

Stock and Stock Options. Subject Company shall grant to Consultant, concurrent with the execution and delivery of this Agreement, 150,000 144 shares issued by two grants; 1st grant within 60 days of executing the agreement, 2nd grant 120 days after execution. If Contract is terminated for "cause" or mutually agreed to, within 60 days, only 75,000 shares will be issued. Company shall grant to Consultant, non-qualified stock options entitling Con-sultant to purchase up to 75,000 shares of Common Stock of the Company which shall vest quarterly over the twelve months of this agreement and be fully exercisable. The exercise price for the Vested Options shall be $0.50 USD per share. All such options shall be issued under the Company's Stock Option Plan (the "Stock Plan") and shall be represented by a stock option agreement mutually acceptable to the approval Company and Consultant. All such op-tions shall survive for a term of five years from the date of vesting and shall be freely as-signable, but not be resold, by Consultant. In the event the Company files or amends any registration statement under the Securities Act of 1933 which registers for resale by option holders shares of the BoardCom-pany's Common Stock that they acquire through the exercise of options granted under the Stock Plan, then the Company shall grant include in such registration state-ment the Employee an option ("Option"resale by Consultant or its assignee(s) of shares of the Company's Com-mon Stock acquired pursuant to purchase 904,500 the exercise of options granted under this Agreement. Unless and un-til such resale registration of shares of the Company's Common Stock under underlying the Company's 1998 Stock Plan (the "Plan"). The exercise price of such Option shall be equal options granted pursuant to the fair market value of such stock on the later of (i) the date of grant or (ii) the first day of the Employee's service this Agreement becomes effective with the Company. The term of this Option shall be 10 yearsSecurities and Exchange Commission, subject to earlier expiration in the event of the termination of the Employee's Employment. Such Option shall be immediately exercisable, but the purchased shares shall be subject to repurchase by the Company at the exercise price in the event that the Employee's Employment terminates before he vests in the shares. The Employee shall vest in 301,500 of the Option shares on the vesting commencement date of the Option and the remaining 603,000 of the Option shares shall vest in equal monthly installments upon the completion of each continuous month of service for the Company over a 48-month period from the vesting commencement date of the Option. It is anticipated that there will be an exemption from registration available under the federal securities laws for the Option shares. If an exemption is not available, the Company shall register the Option shares, including any exercised shares, on a Form S-8 registration statement to the extent that it is permissible under federal securities laws. These same Form S-8 registration statement rights shall be available to any future options granted to the Employee to the extent that it is permissible under federal securities laws. Please see Section 5, Change in Control, and Section 7, Termination Benefits, for additional terms related to the Option. The grant of this Option shall otherwise be subject to the other terms and conditions set forth in the Plan and in the Company's standard form of stock option agreement. Any such shares of the Company's Common Stock purchased by shall have attached thereto customary piggy-back registration rights providing the Employee, pursuant to the exercise of options or otherwise, shall be treated holder thereof with registration rights in the same manner as event the Company and/or any other of its shareholders register any of their shares of the Company's Common Stock issued by under the CompanySecuri-ties Act of 1933 for sale in a pub-lic offering, excluding registrations on Form S-4 of shares being offered in connection with business combination transactions or any successor regis-tration form(s). The specific terms of the registration rights are set forth in the Registration Rights Agreement being executed between the parties concurrent with their mutual execu-tion and delivery of this Agreement.

Stock and Stock Options. Subject (i) In addition to the approval of the BoardBase Salary under Section 5(a), the Company shall grant issue Xxxxxxxx such number of shares of common stock of the Employee an option Company equal to $600,000 divided by the volume weighted average price of the Company's common stock for the 60 trading days prior to the Agreement Date (the "OptionRestricted Shares"). The Base Salary and the Restricted Shares are collectively referred to as the "Base Compensation." One-third of the Restricted Shares shall vest on each twelve (12) month anniversary of the Effective Date during the Initial Term, unless otherwise modified pursuant to Sections 12(f)(i)(A), 12(f)(ii)(A) and 12(f)(iii)(A) (each such vest date is referred to as a "Restricted Shares Vest Date"). If on a Restricted Shares Vest Date, the volume weighted average price of the Company's common stock for the 60 trading days prior to such Restricted Shares Vest Date is less than the volume weighted average price of the Company's common stock for the 60 trading days prior to the Agreement Date, then the number of shares of common stock issuable on the Restricted Shares Vest Date shall be adjusted to reflect such lower price. (ii) In addition to the Base Compensation under Sections 5(a) and 5(c)(i), the Company shall issue Xxxxxxxx options to purchase 904,500 an aggregate of 3,500,000 shares of the Company's Common Stock under the Company's 1998 Stock Plan common stock (the "PlanOptions"). One-third of the Options shall vest on each twelve (12) month anniversary of the Effective Date during the Initial Term, unless otherwise modified by the Companys' Stock Option Plan (each such vest date is referred to as an "Option Vest Date"). The Options shall have an exercise price of such Option shall be equal to the fair market value volume weighted average price of such stock on the later of (i) the date of grant or (ii) the first day of the Employee's service with the Company. The term of this Option shall be 10 years, subject to earlier expiration in the event of the termination of the Employee's Employment. Such Option shall be immediately exercisable, but the purchased shares shall be subject to repurchase by the Company at the exercise price in the event that the Employee's Employment terminates before he vests in the shares. The Employee shall vest in 301,500 of the Option shares on the vesting commencement date of the Option and the remaining 603,000 of the Option shares shall vest in equal monthly installments upon the completion of each continuous month of service for the Company over a 48-month period from the vesting commencement date of the Option. It is anticipated that there will be an exemption from registration available under the federal securities laws for the Option shares. If an exemption is not available, the Company shall register the Option shares, including any exercised shares, on a Form S-8 registration statement to the extent that it is permissible under federal securities laws. These same Form S-8 registration statement rights shall be available to any future options granted to the Employee to the extent that it is permissible under federal securities laws. Please see Section 5, Change in Control, and Section 7, Termination Benefits, for additional terms related to the Option. The grant of this Option shall otherwise be subject to the other terms and conditions set forth in the Plan and in the Company's standard form of common stock option agreement. Any for the 60 trading days prior to the Agreement Date and shall expire ten (10) years after the Effective Date. (iii) Xxxxxxxx shall also be eligible to receive shares of the Company's Common Stock purchased by the Employee, pursuant authorized stock and options to the exercise of options or otherwise, shall be treated in the same manner as any other purchase shares of the Company's Common Stock issued authorized stock from time to time as determined by the Board of Directors. (iv) The Company shall supply Xxxxxxxx at the Company's cost, tax, legal advice and support relating to the handling of the Options described in Section 5(c)(ii) in the most tax efficient manner for Xxxxxxxx; provided that the cost of such tax, legal advise and support shall not exceed $10,000. To the extent the cost of such tax, legal advice and support exceeds $10,000, such cost shall be paid by Xxxxxxxx.