Common use of Stock and Stock Options Clause in Contracts

Stock and Stock Options. If, at the time of an Eligible Termination, the Executive holds stock in Bcom3 (or stock in a successor corporation or a new parent holding company), then the Executive will become entitled to hold his or her stock subject to the least restrictive provisions that are then applicable to any group of employees (or former employees) of Bcom3; provided, however, that, if the Executive is still -------- ------- subject to a "never lapse" restriction for federal income tax purposes at the time of the Eligible Termination, such restriction will not lapse solely by reason of the Eligible Termination, and instead the Executive will become entitled to hold his or her shares, subject to such restriction, for up to 10 years thereafter. Example 1. If the current provisions of the Stock Purchase Agreement --------- survive a Change in Control, so that the Executive remains subject to a "never lapse" restriction, then the Executive will become entitled to have his or her Eligible Termination treated as an "Agreed Separation" for purposes of the Stock Purchase Agreement. Example 2. If a public company uses its stock to acquire Bcom3 in a --------- Change in Control transaction, and a group of Bcom3 employees (or former employees) have come to hold their new public company shares free of any repurchase and transfer restrictions (or perhaps subject only to transfer restrictions coterminous with their noncompete and nonsolicitation covenants), and the Executive is no longer subject to a "never lapse" restriction at the time of his or her Eligible Termination, then the Executive will be entitled to hold his or her public company shares subject to the least restrictive such provisions. If the Executive holds stock options in Bcom3 (or "rollover" stock options in a successor corporation or a new parent holding company) at the time of an Eligible Termination, then (a) the Executive will be deemed to have immediately satisfied any remaining vesting or other similar conditions to the full exercisability of his or her stock options, (b) the Executive will remain entitled to exercise his or her options until the final expiration date that would have applied if he or she had remained an employee, and (c) the Executive will be entitled, upon exercise of his or her stock options, to hold the resulting shares of stock subject to the same provisions that would have applied if he or she had held stock (instead of stock options) in Bcom3 (or a successor corporation or a new parent holding company) at the time of the Eligible Termination.

Stock and Stock Options. If, at the time of an Eligible Termination, the Executive holds stock in Bcom3 (or stock in a successor corporation or a new parent holding company), then the Executive will become entitled to hold his or her stock subject to the least restrictive provisions that are then applicable to any group of employees (or former employees) of Bcom3; provided, however, that, if the Executive is still -------- ------- subject to a "never lapse" restriction for federal income tax purposes at the time of the Eligible Termination, such restriction will not lapse solely by reason of the Eligible Termination, and instead the Executive will become entitled to hold his or her shares, subject to such restriction, for up to 10 years thereafter. Example 1. If the current provisions of the Stock Purchase Agreement --------- ---------- survive a Change in Control, so that the Executive remains subject to a "never lapse" restriction, then the Executive will become entitled to have his or her Eligible Termination treated as an "Agreed Separation" for purposes of the Stock Purchase Agreement. Example 2. If a public company uses its stock to acquire Bcom3 in a --------- Change ---------- in Control transaction, and a group of Bcom3 employees (or former employees) have come to hold their new public company shares free of any repurchase and transfer restrictions (or perhaps subject only to transfer restrictions coterminous with their noncompete and nonsolicitation covenants), and the Executive is no longer subject to a "never lapse" restriction at the time of his or her Eligible Termination, then the Executive will be entitled to hold his or her public company shares subject to the least restrictive such provisions. If the Executive holds stock options in Bcom3 (or "rollover" stock options in a successor corporation or a new parent holding company) at the time of an Eligible Termination, then (a) the Executive will be deemed to have immediately satisfied any remaining vesting or other similar conditions to the full exercisability of his or her stock options, (b) the Executive will remain entitled to exercise his or her options until the final expiration date that would have applied if he or she had remained an employee, and (c) the Executive will be entitled, upon exercise of his or her stock options, to hold the resulting shares of stock subject to the same provisions that would have applied if he or she had held stock (instead of stock options) in Bcom3 (or a successor corporation or a new parent holding company) at the time of the Eligible Termination.

Stock and Stock Options. IfYou acknowledge and agree that, (i) you hold 135,000 shares of common stock, issued pursuant to a November, 2005 Stock Restriction Agreement and which became fully vested on October 3, 2006 (“Vested Shares”), (ii) you hold a Nonqualified Stock Option (the “Nonqualified Stock Option”) to purchase 30,000 shares of the Company’s common stock pursuant to the 2001 Stock Option and Grant Plan (“Stock Option Plan”) and the November 15, 2005 NonQualified Stock Option Agreement (“NQO Agreement”) at the time per share exercise price of $.80; (iii) you hold an Eligible TerminationIncentive Stock Option (the “Incentive Stock Option”) to purchase 375,000 shares of the Company’s common stock pursuant to the Stock Option Plan and the November 15, 2005 Incentive Stock Option Agreement (“ISO Agreement”) at the per share exercise price of $.80 (collectively, the Executive holds Nonqualified Stock Option and the Incentive Stock Option are “Your Stock Options”); (iv) other than the Vested Shares and Your Stock Options, you do not own and have never owned (in each case, of record or beneficially) any rights to acquire any shares of capital stock of the Company (whether pursuant to stock options, warrants or any other rights to acquire shares of capital stock of the Company); and (v) you do not own and have never owned (in Bcom3 each case, of record or beneficially) any other shares of beneficial interests of the Company. In consideration for, among other terms, your entering into and not revoking this Agreement, and contingent upon signing and returning the General Release within the time frames set forth in this Agreement, the Company shall modify the Incentive Stock Option in accordance herewith. As of the date hereof, the Non-Qualified Stock Option is hereby canceled and shall be of no further force or effect as of the date hereof. You acknowledge that the following sets forth the modified and accelerated vesting schedule, as mutually agreed upon, with respect to the Incentive Stock Option and supersedes any vesting schedule set forth in the ISO Agreement: On November 30, 2006, you shall vest in 22,500 shares under the Incentive Stock Option. In the event that the Company does not extend the Separation Date into February 2007 pursuant to this Agreement, you shall vest in an additional 90,000 shares under the Incentive Stock Option on the Separation Date. Alternatively, in the event that the Company does extend the Separation Date into February 2007 pursuant to this Agreement, you shall vest in an additional 101,250 shares under the Incentive Stock Option on the Separation Date. The exercise period under the Incentive Stock Option shall be for ninety (or stock 90) days from the Separation Date, as set forth in a successor corporation or a new parent holding company), then the Executive will become entitled to hold his or her stock ISO Agreement. All of the Incentive Stock Options that are not subject to the least restrictive provisions that are then applicable to any group of employees (or former employees) of Bcom3; provided, however, that, if the Executive is still -------- ------- subject to a "never lapse" restriction for federal income tax purposes at the time vesting described above shall lapse as of the Eligible TerminationSeparation Date, such restriction will shall not lapse solely by reason of the Eligible Terminationbecome exercisable, and instead the Executive will become entitled to hold his or her shares, subject to shall be canceled as of such restriction, for up to 10 years thereafterdate. Example 1. If the current provisions of the Stock Purchase Agreement --------- survive a Change in Control, so that the Executive remains subject to a "never lapse" restriction, then the Executive will become entitled to have his or her Eligible Termination treated as an "Agreed Separation" for purposes of the Stock Purchase Agreement. Example 2. If a public company uses its stock to acquire Bcom3 in a --------- Change in Control transaction, and a group of Bcom3 employees (or former employees) have come to hold their new public company shares free of any repurchase and transfer restrictions (or perhaps subject only to transfer restrictions coterminous with their noncompete and nonsolicitation covenants), and the Executive is no longer subject to a "never lapse" restriction at the time of his or her Eligible Termination, then the Executive will be entitled to hold his or her public company shares subject to the least restrictive such provisions. If the Executive holds stock options in Bcom3 (or "rollover" stock options in a successor corporation or a new parent holding company) at the time of an Eligible Termination, then (a) the Executive will be deemed to have immediately satisfied any remaining vesting or other similar conditions to the full exercisability of his or her stock options, (b) the Executive will remain entitled to exercise his or her options until the final expiration date that would have applied if he or she had remained an employee, and (c) the Executive will be entitled, upon exercise of his or her stock options, to hold the resulting shares of stock subject to the same provisions that would have applied if he or she had held stock (instead of stock options) in Bcom3 (or a successor corporation or a new parent holding company) at the time of the Eligible Termination.

Stock and Stock Options. If, at the time of an Eligible Termination, the Executive holds stock in Bcom3 (or stock in a successor corporation or a new parent holding company), then the Executive will become entitled to hold his or her stock subject to the least restrictive provisions that are then applicable to any group of employees (or former employees) of Bcom3; provided, however, that, if the Executive is still -------- ------- ------ subject to a "never lapse" restriction for federal income tax purposes at the time of the Eligible Termination, such restriction will not lapse solely by reason of the Eligible Termination, and instead the Executive will become entitled to hold his or her shares, subject to such restriction, for up to 10 years thereafter. Example 1. If the current provisions of the Stock Purchase Agreement --------- survive a Change in Control, so that the Executive remains subject to a "never lapse" restriction, then the Executive will become entitled to have his or her Eligible Termination treated as an "Agreed Separation" for purposes of the Stock Purchase Agreement. Example 2. If a public company uses its stock to acquire Bcom3 in a --------- Change in Control transaction, and a group of Bcom3 employees (or former employees) have come to hold their new public company shares free of any repurchase and transfer restrictions (or perhaps subject only to transfer restrictions coterminous with their noncompete and nonsolicitation covenants), and the Executive is no longer subject to a "never lapse" restriction at the time of his or her Eligible Termination, then the Executive will be entitled to hold his or her public company shares subject to the least restrictive such provisions. If the Executive holds stock options in Bcom3 (or "rollover" stock options in a successor corporation or a new parent holding company) at the time of an Eligible Termination, then (a) the Executive will be deemed to have immediately satisfied any remaining vesting or other similar conditions to the full exercisability of his or her stock options, (b) the Executive will remain entitled to exercise his or her options until the final expiration date that would have applied if he or she had remained an employee, and (c) the Executive will be entitled, upon exercise of his or her stock options, to hold the resulting shares of stock subject to the same provisions that would have applied if he or she had held stock (instead of stock options) in Bcom3 (or a successor corporation or a new parent holding company) at the time of the Eligible Termination.