Common use of Stock Incentives Clause in Contracts

Stock Incentives. (a) Subject to approval of the Board or its Compensation Committee, the Company hereby grants to the Executive options to purchase in the aggregate 200,000 shares of the Company's common stock (the "Options"). The Options will be subject to the vesting requirements set forth in this Section 5. The exercise price of each of these Options shall be a sum equal to eighty-five percent (85%) of the average daily closing date of the Company's common stock on the so-called OTC Bulletin Board or other nationally recognized exchange for the first full week immediately preceding the date on which the Options vest pursuant to this Section 5 (the "Exercise Price"). The Options shall vest and become exercisable with respect to the first 8,334 shares subject thereto when the Executive completes one month of continuous service from November 5, 2001 and with respect to an additional 8,334 shares subject thereto when Executive completes each month of continuous service thereafter until all 200,000 shares have vested or until termination of employee's service. (b) The Company will register the shares of the Company's common stock underlying the Options issued to Executive herein. The term "register" for the purposes of this Section 5(b) refers to a registration effected by preparing and filing a registration statement in compliance with the Securities Act of 1933, as amended, and the declaration or ordering of effectiveness of such registration statement. (c) Notwithstanding any provision to the contrary contained herein, Executive acknowledges and agrees that by signing this Agreement he agrees not to sell any of the Company's Equity Securities (whether acquired pursuant to this agreement or otherwise) at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit such sale. Executive further acknowledges and agrees that this restriction will apply, to any position that he may now, or in the future hold with the Company, whether as an employee, consultant or director of the Company or any subsidiary of the Company. Company policies restricting such sale shall no longer apply upon termination of Executive's employment with the Company.

Stock Incentives. (a) Subject to approval by the Company's stockholders of the Company's 2001 Omnibus Equity Incentive Plan (the "Plan"), the Board or its Compensation Committee, the Company hereby grants to the Executive options to purchase in the aggregate 200,000 5,000,000 shares of the Company's common stock (the "Options"). ) The Options will be subject to the terms and conditions applicable to options granted under the Plan, as described in the Plan and the applicable notice of grant of stock option and stock option agreement and will be subject to the vesting requirements set forth in this Section 5. The exercise price of each of these Options shall be a sum equal to eighty-five percent (85%) of the average daily closing date of the Company's common stock on the so-called OTC Bulletin Board or other nationally recognized exchange for the first full week immediately preceding the date on which the Options vest are granted pursuant to this Section 5 (the "Exercise Price"). The Options shall vest and become exercisable with respect to the first 8,334 208,334 shares subject thereto when the Executive completes one month of continuous service from November 5January 1, 2001 and with respect to an additional 8,334 208,334 shares subject thereto when Executive completes each month of continuous service thereafter until all 200,000 shares have vested or until termination of employee's servicethereafter. (b) The Company will register vesting of Options shall accelerate upon the occurrence of any of the following events: (i) The Options shall vest and become exercisable with respect to up to 4,500,000 of the shares subject thereto as follows: (A) 1,500,000 of the shares subject to the Options shall vest and become exercisable when the average closing price of the Company's shares on the so-called OTC Bulletin Board or other nationally recognized exchange exceeds one dollar ($1.00) per share for five (5) consecutive trading days; (B) 1,500,000 of the shares subject to the Options shall vest and become exercisable when the average closing price of the Company's shares on the so-called OTC Bulletin Board or other nationally recognized exchange exceeds one dollar and fifty cents ($1.50) per share for five (5) consecutive trading days and; (C) 1,500,000 of the shares subject to the Options shall vest and become exercisable when the average closing price of the Company's shares of common stock underlying on the so-called OTC Bulletin Board or other nationally recognized exchange exceeds two dollars ($2.00) per share for five (5) consecutive trading days provided that no Options issued shall vest pursuant to Executive herein. The term "register" for the purposes of this Section 5(b5(b)(i) refers if the average closing price is a result of a reverse stock split or similar corporate restructuring. Executive hereby acknowledges and agrees that no options will vest pursuant to a registration effected by preparing and filing a registration statement in compliance with this Section 5(b)(i) if such events occur after the Securities Act termination of 1933his employment hereunder, as amended, and the declaration for any reason or ordering of effectiveness of such registration statementwithout reason. (cii) Notwithstanding any provision The Options shall vest and become exercisable with respect to an additional 1,500,000 of the contrary contained herein, shares subject thereto in each case when there is an incremental Net Increase in the Company's Consolidated Working Capital in an amount equal to $1,000,000.The Executive acknowledges and agrees that by signing this Agreement he agrees not to sell any of the Company's Equity Securities (whether acquired no Options will vest pursuant to this agreement or otherwiseSection 5(b)(ii) at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit such sale. Executive further acknowledges and agrees that this restriction will apply, if his employment hereunder is terminated prior to any position that he may nowapplicable Net Increase. For the purposes of this paragraph, or in the future hold with the Company, whether as an employee, consultant or director of the Company or any subsidiary of the Company. Company policies restricting such sale shall no longer apply upon termination of Executive's employment with the Company.following definitions apply:

Stock Incentives. (a) Subject to approval by the Company's stockholders of the Company's 2001 Omnibus Equity Incentive Plan (the "Plan"), the Board or its Compensation Committee, the Company hereby grants to the Executive options to purchase in the aggregate 200,000 1,000,000 shares of the Company's common stock (the "Options"). ) The Options will be subject to the terms and conditions applicable to options granted under the Plan, as described in the Plan and the applicable notice of grant of stock option and stock option agreement and will be subject to the vesting requirements set forth in this Section 5. The exercise price of each of these Options shall be a sum equal to eighty-five percent (85%) of the average daily closing date of the Company's common stock on the so-called OTC Bulletin Board or other nationally recognized exchange for the first full week immediately preceding the date on which the Options vest granted pursuant to this Section 5 (the "Exercise Price"). The Options shall vest and become exercisable with respect to the first 8,334 41,667 shares subject thereto when the Executive completes one month of continuous service from November 5February 1, 2001 and with respect to an additional 8,334 41,667 shares subject thereto when Executive completes each month of continuous service thereafter until all 200,000 shares have vested or until termination of employee's servicethereafter. (b) The Company will register vesting of Options shall accelerate upon the occurrence of any of the following events: (i) The Options shall vest and become exercisable with respect to up to 900,000 of the shares subject thereto as follows: (A) 300,000 of the shares subject to the Options shall vest and become exercisable when the average closing price of the Company's shares on the so-called OTC Bulletin Board or other nationally recognized exchange exceeds one dollar ($1.00) per share for five (5) consecutive trading days; (B) 300,000 of the shares subject to the Options shall vest and become exercisable when the average closing price of the Company's shares on the so-called OTC Bulletin Board or other nationally recognized exchange exceeds one dollar and fifty cents ($1.50) per share for five (5) consecutive trading days and; (C) 300,000 of the shares subject to the Options shall vest and become exercisable when the average closing price of the Company's shares of common stock underlying on the so-called OTC Bulletin Board or other nationally recognized exchange exceeds two dollars ($2.00) per share for five (5) consecutive trading days provided that no Options issued shall be due and owing pursuant to Executive herein. The term "register" for the purposes of this Section 5(b5(b)(i) refers if the average closing price is a result of a reverse stock split or similar corporate restructuring. Executive hereby acknowledges and agrees that no options will vest pursuant to a registration effected by preparing and filing a registration statement in compliance with this Section 5(b)(i) if such events occur after the Securities Act termination of 1933his employment hereunder, as amended, and the declaration for any reason or ordering of effectiveness of such registration statementwithout reason. (cii) Notwithstanding any provision The Options shall vest and become exercisable with respect to an additional 300,000 of the contrary contained herein, shares subject thereto in each case when there is an incremental Net Increase in the Company's Consolidated Working Capital in an amount equal to $1,000,000.The Executive acknowledges and agrees that by signing this Agreement he agrees not to sell any of the Company's Equity Securities (whether acquired no Options will vest pursuant to this agreement or otherwiseSection 5(b)(ii) at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit such sale. Executive further acknowledges and agrees that this restriction will apply, if his employment hereunder is terminated prior to any position that he may nowapplicable Net Increase. For the purposes of this paragraph, or in the future hold with the Company, whether as an employee, consultant or director of the Company or any subsidiary of the Company. Company policies restricting such sale shall no longer apply upon termination of Executive's employment with the Company.following definitions apply:

Stock Incentives. (a) Subject to approval By no later than September 15, 2006, the Executive will be granted stock options (the "Options") under the terms of the Board or its Compensation Committee, Company 2006 Omnibus Equity Incentive Plan (the Company hereby grants to "Plan") for the Executive options to purchase in the aggregate 200,000 of 430,856 shares of the Company's common stock stock. (the "Options"). b) The Options will be subject have an exercise price equal to the vesting requirements set forth in this Section 5. The exercise price of each of these Options shall be a sum equal to eighty-five percent (85%) of the average daily closing date fair market value of the Company's common stock on the so-called OTC Bulletin Board or other nationally recognized exchange for grant date as determined in accordance with the first full week immediately preceding the date on which the Options vest pursuant to this Section 5 (the "Exercise Price")Plan. The Options shall may be incentive stock options or nonqualified stock options for purposes of Section 422 of the Internal Revenue Code of 1986, as determined by the Compensation Committee. (c) The Options will vest and become exercisable with respect to one thirty-sixth (1/36th) of the first 8,334 total number of shares subject thereto when the Executive completes one month of continuous service from November 5, 2001 the Effective Date and with respect to an additional 8,334 one thirty-sixth (1/36th) of the total number of shares subject thereto when Executive completes each additional month of continuous service thereafter until all 200,000 shares the Options shall have fully vested or until termination of employee's service. The Options shall fully vest and become 100% exercisable upon (i) a "Change in Control' (as defined in the Plan as it exists on the date hereof, but which shall specifically include any transaction that results in Sponsor Investments LLC, or an affiliate thereof, no longer having the authority to appoint a majority of the directors of the Company), or (ii) upon termination of Executive's employment by the Company for reasons other than for "Cause" (as defined below). The Options are subject to such reasonable additional terms and conditions that are not inconsistent with this Agreement and the Plan. (bd) The Company will shall, within a reasonable period of time, register the issuance of shares of the Company's common stock underlying the Options issued granted to the Executive hereinpursuant to this Section 5. The term "registerregistered" for the purposes of this Section 5(b5(d) refers to a registration effected by preparing and filing a registration statement on Form S-8 in compliance with the Securities Act of 1933, as amended, and the declaration or ordering of effectiveness of such registration statement. (ce) Notwithstanding any provision to the contrary contained herein, Executive acknowledges and agrees that by signing this Agreement he agrees not to sell any of the Company's Equity Securities common stock (whether acquired pursuant to this agreement or otherwise) at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit such sale. Executive further acknowledges and agrees that this restriction will apply, apply to any position that he may now, or in the future hold with the Company, whether as an employee, consultant or director of the Company or any subsidiary of the Company. Company policies restricting such sale shall no longer apply upon termination of Executive's employment with the Company.

Stock Incentives. (a) The Company's stockholders approved the Company's 2001 Omnibus Equity Incentive Plan (the "Plan") on June 15, 2001. Subject to approval the terms and conditions of the Board or its Compensation CommitteePlan, the Company hereby grants to the Executive options to purchase in the aggregate 200,000 250,000 shares of the Company's common stock (the "Options"). The Options will furthermore be subject to the terms and conditions described in the applicable notice of grant of stock option and stock option agreement and the vesting requirements set forth in this Section 5. The exercise price of each of these Options shall be a sum equal to eighty-five percent (85%) of the average daily closing date price of the Company's common stock on the so-called OTC Bulletin Board or other nationally recognized exchange for the first full week immediately preceding the date on which the Options vest were granted pursuant to this Section 5 (the "Exercise Price"). The Options shall vest and become exercisable with respect to the first 8,334 10,417 shares subject thereto when the Executive completes one month of continuous service from November 5July __, 2001 2003 and with respect to an additional 8,334 10,417 shares subject thereto when Executive completes each month of continuous service thereafter until all 200,000 250,000 shares have vested or until termination of employee's service. In lieu of the foregoing Options, the Company may grant Executive Options not subject to the Plan, but on the same or similar terms. (b) The IN ADDITION TO THE OPTIONS GRANTED ABOVE, the Company will register the hereby grants Executive options to purchase 250,000 shares of the Company's common stock (the "Performance Options") at an exercise price of $0.47 (forty seven cents) per share. The Performance Options shall vest and become exercisable on March 31, 2004 as follows: 100% of the Performance Options in the event the audited financial statements of Transaction Systems Corporation (TSC) for the fiscal year 2003 report actual revenue to have met or exceeded the Annual Target. In the event TSC's actual revenue for fiscal 2003 is less than the Annual Target, the Performance Options shall be reduced by the same percentage by which actual revenue for fiscal 2003 was less than the Annual Target. (c) The Company shall, within a reasonable period not to exceed six months, register the shares underlying the Options issued to Executive hereinif such shares are not already registered. The term "registerregistered" for the purposes of this Section 5(b5(c) refers to a registration effected by preparing and filing a registration statement in compliance with the Securities Act of 1933, as amended, and the declaration or ordering of effectiveness of such registration statement. (cd) Notwithstanding any provision to the contrary contained herein, Executive acknowledges and agrees that by signing this Agreement he agrees not to sell any of the Company's Equity Securities (whether acquired pursuant to this agreement or otherwise) at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit such sale. Executive further acknowledges and agrees that this restriction will apply, to any position that he may now, or in the future hold with the Company, whether as an employee, consultant or director of the Company or any subsidiary of the Company. Company policies restricting such sale shall no longer apply upon termination of Executive's employment with the Company.

Stock Incentives. As additional consideration for Employee entering into this Agreement, and as per the Executive Severance Plan, Section 3.(a)(v), Employee’s unvested and outstanding Company equity awards, inclusive of equity awards under the Jacobs Leadership Long Term Incentive Plan (“LLTIP”) and Employee’s sign-on equity award, that are scheduled to vest within the nine (9) month period following the Separation Date shall continue to vest during such nine (9) month period in accordance with their original vesting schedule irrespective of the termination of Employee’s employment (subject, for the avoidance of doubt, to the satisfaction of any applicable performance criteria). Additionally, as approved by the Company’s Human Resources and Compensation Committee, (a) Subject Employee’s unvested and outstanding restricted stock units that are set to approval vest on July 1, 2025, November 15, 2025, November 16, 2025, July 1, 2026, November 15, 2026, November 16, 2026 and November 15, 2027 shall continue to vest through their respective vesting dates in accordance with their original vesting schedule irrespective of the Board or its Compensation Committeetermination of Employee’s employment; and (b) Employee’s unvested and outstanding performance stock units that are set to vest on November 16, the Company hereby grants 2025 and November 15, 2026 shall continue to the Executive options vest through their respective vesting dates in accordance with their original vesting schedule (and subject to purchase in the aggregate 200,000 shares applicable performance metrics) irrespective of the termination of Employee’s employment and, in regards to these performance stock units, Employee shall receive a prorated portion (based on the number of days, during the period between the award date and the vesting date, that Employee was employed by the Company's common ), with the remainder of the performance stock (the "Options")units forfeited at that time. The Options will be subject vesting schedule for the restricted stock units and the performance stock units is set out in Exhibit “B” to the vesting requirements this Agreement. Except as explicitly set forth in this Section 5. The exercise price of each of these Options Stock Incentives paragraph, Employee acknowledges that from and after the Separation Date, all outstanding stock incentives shall be a sum equal handled as per applicable plan documents and agreements, including as to eighty-five percent (85%) forfeiture of the average daily closing date of the Company's common Employee’s unvested stock on the so-called OTC Bulletin Board or options, unvested restricted stock, unvested performance stock, and/or other nationally recognized exchange for the first full week immediately preceding the date on which the Options vest pursuant to this Section 5 (the "Exercise Price"). The Options shall vest and become exercisable with respect to the first 8,334 shares subject thereto when the Executive completes one month of continuous service from November 5, 2001 and with respect to an additional 8,334 shares subject thereto when Executive completes each month of continuous service thereafter until all 200,000 shares have vested or until termination of employee's serviceunvested stock incentives. (b) The Company will register the shares of the Company's common stock underlying the Options issued to Executive herein. The term "register" for the purposes of this Section 5(b) refers to a registration effected by preparing and filing a registration statement in compliance with the Securities Act of 1933, as amended, and the declaration or ordering of effectiveness of such registration statement. (c) Notwithstanding any provision to the contrary contained herein, Executive acknowledges and agrees that by signing this Agreement he agrees not to sell any of the Company's Equity Securities (whether acquired pursuant to this agreement or otherwise) at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit such sale. Executive further acknowledges and agrees that this restriction will apply, to any position that he may now, or in the future hold with the Company, whether as an employee, consultant or director of the Company or any subsidiary of the Company. Company policies restricting such sale shall no longer apply upon termination of Executive's employment with the Company.

Stock Incentives. (a) Subject to approval of the Board or its Compensation Committee, the The Company hereby grants to the Executive options to purchase in the aggregate 200,000 2,500,000 shares of the Company's common stock (the "Options"). The Options will be subject to the vesting requirements set forth in this Section 5. The ) at an exercise price of each of these Options shall be a sum equal to eighty-five percent (85%) of the average daily closing date of the Company's common stock on the so-called OTC Bulletin Board or other nationally recognized exchange for the first full week immediately preceding the date on which the Options vest pursuant to this Section 5 (the "Exercise Price")$0.3145 per share. The Options shall vest and become exercisable with respect to the first 8,334 104,167 shares subject thereto when the Executive completes one month of continuous service from November 5February 9, 2001 2004 and with respect to an additional 8,334 104,167 shares subject thereto when Executive completes each month of continuous service thereafter until all 200,000 2,500,000 shares have vested or until termination of employee's service, PROVIDED THAT the Company achieves a positive cash flow, measured as EBITDA, during any one monthly period prior to March 31, 2005. In the event said positive cash flow is not achieved by March 31, 2005, Executive shall then forfeit all non-vested Options and any Options which vested after February 9, 2005, consisting, in the aggregate of 1,250,000 Options. To the extent any additional terms and conditions related to Options are not stated herein, the Options are subject to such additional terms and conditions stated in the Company's 2001 Omnibus Equity Incentive Plan (the "Plan"), approved by the Company's stockholders on June 15, 2001. (b) The Company will shall, within a reasonable period of time, register the shares of the Company's common stock underlying the Options issued to Executive herein. The term "registerregistered" for the purposes of this Section 5(b) refers to a registration effected by preparing and filing a registration statement in compliance with the Securities Act of 1933, as amended, and the declaration or ordering of effectiveness of such registration statement. (c) Notwithstanding any provision to the contrary contained herein, Executive acknowledges and agrees that by signing this Agreement he agrees not to sell any of the Company's Equity Securities (whether acquired pursuant to this agreement or otherwise) at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit such sale. Executive further acknowledges and agrees that this restriction will apply, to any position that he may now, or in the future hold with the Company, whether as an employee, consultant or director of the Company or any subsidiary of the Company. Company policies restricting such sale shall no longer apply upon termination of Executive's employment with the Company.

Stock Incentives. (a) Subject to approval of the Board or its Compensation Committee, the The Company hereby grants to the Executive options to purchase in the aggregate 200,000 500,000 shares of the Company's ’s common stock (the "“Performance Options"). The Options will be subject to the vesting requirements set forth in this Section 5. The ”) at an exercise price of each of these Options shall be a sum equal to eighty-five percent (85%) of the average daily closing date of the Company's common stock on the so-called OTC Bulletin Board or other nationally recognized exchange for the first full week immediately preceding the date on which the Options vest pursuant to this Section 5 (the "Exercise Price")$1.00 per share. The Performance Options shall vest and become exercisable with respect on April 1, 2007 as follows: 100% of the Performance Options in the event the audited financial statements of Resilent LLC for the twelve (12) calendar months following its initial shipment of products (“Performance Period”) report actual pre-tax income to have met or exceeded $1,000,000.00 (“Target”). In the first 8,334 shares subject thereto when event Company’s actual revenue for the Executive completes one month of continuous service from November 5Performance Period is less than the Target, 2001 and with respect to an additional 8,334 shares subject thereto when Executive completes each month of continuous service thereafter until all 200,000 shares have vested or until termination of employee's servicethe Performance Options shall be reduced by the same percentage by which actual pre-tax income for fiscal 2006 was less than the Annual Target. (b) The Company will register shall include the shares of the Company's common stock underlying the Options issued to Executive hereinin any registration statement filed with the Securities and Exchange Commission hereafter if such shares are not already registered. The term "register" “registration” for the purposes of this Section 5(b) refers to a registration effected by preparing and filing a registration statement in compliance with the Securities Act of 1933, as amended, and the declaration or ordering of effectiveness of such registration statement. (c) Notwithstanding any provision to the contrary contained herein, Executive acknowledges and agrees that by signing this Agreement he agrees not to sell any of the Company's ’s Equity Securities (whether acquired pursuant to this agreement or otherwise) at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit such sale. Executive further acknowledges and agrees that this restriction will apply, to any position that he may now, or in the future hold with the Company, whether as an employee, consultant or director of the Company or any subsidiary of the Company. Company policies restricting such sale shall no longer apply upon termination of Executive's ’s employment with the Company.

Stock Incentives. (a) Subject Pursuant to approval the Tanknology-NDE International, Inc. Amended and Restated 1989 Stock Option Plan, as adopted by the shareholders of the Company upon the recommendation of the Board at the annual meeting of the shareholders on August 14, 1997 (the "Incentive Plan"), the Compensation Committee hereby issues an Award (as defined in the Incentive Plan) to the Executive of cash stock appreciation rights (the "SARs") for an aggregate of 1,200,024 shares of Common Stock of the Company to accrue at a rate of 28,572 shares of Common Stock per month during the initial Employment Term. Except as otherwise provided herein, all accrued SARs shall vest on December 31, 2000. The strike price (the "Strike Price") of the SARs shall be the per share market price of the Common Stock as of the last trade prior to the close of business on the Effective Date. Except as otherwise provided in this Agreement, once the SARs have vested, (i) the value of the SARs shall be equal to (A) the excess of the average per share market price of the Common Stock for the 90 days immediately prior to the vesting date over the Strike Price multiplied by (B) the number of shares of Common Stock represented by the SARs and (ii) a cash payment equal to such amount shall be made to the Executive (or its Compensation Committeethe Executive's estate) within 30 days after the date the SARs vest in accordance with the terms of this Agreement. Notwithstanding the foregoing, at any time prior to the earlier of (i) the vesting of the accrued SARs in accordance with this Agreement or (ii) December 31, 1998, the Company hereby grants may, at its option, elect to convert the Executive SARs into non-qualified options to purchase in the aggregate 200,000 shares of the Company's common stock (the "Stock Options")) to purchase up to a maximum of 1,200,024 shares of Common Stock at an exercise price equal to the Strike Price. The Stock Options will be subject shall accrue and vest under the terms set forth herein applicable to the accrual and vesting requirements set forth in this Section 5. The exercise price of each of these Options shall be a sum equal to eighty-five percent (85%) of the average daily closing date of the Company's common stock on the so-called OTC Bulletin Board or other nationally recognized exchange for the first full week immediately preceding SARs and shall expire if not exercised within ten years after the date on which the such Stock Options vest pursuant to this Section 5 (the "Exercise Price"). The Options shall vest and become exercisable with respect to the first 8,334 shares subject thereto when the Executive completes one month of continuous service from November 5, 2001 and with respect to an additional 8,334 shares subject thereto when Executive completes each month of continuous service thereafter until all 200,000 shares have vested or until termination of employee's servicevest. (b) The Company will register the shares of the Company's common stock underlying the Options issued to Executive herein. The term "register" for the purposes of this Section 5(b) refers to a registration effected by preparing and filing a registration statement in compliance with the Securities Act of 1933, as amended, and the declaration or ordering of effectiveness of such registration statement. (c) Notwithstanding any provision to the contrary contained herein, Executive acknowledges and agrees that by signing this Agreement he agrees not to sell any of the Company's Equity Securities (whether acquired pursuant to this agreement or otherwise) at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit such sale. Executive further acknowledges and agrees that this restriction will apply, to any position that he may now, or in the future hold with the Company, whether as an employee, consultant or director of the Company or any subsidiary of the Company. Company policies restricting such sale shall no longer apply upon termination of Executive's employment with the Company.

Stock Incentives. (a) Subject to approval of the Board or its Compensation Committee, Executive and the Company hereby grants to agree that effective upon the Executive options to purchase Effective Date, except as expressly provided in the aggregate 200,000 shares of the Company's common stock (the "Options"). The Options will be subject to the vesting requirements set forth in this Section 5. The exercise price of each of these Options shall be a sum equal to eighty-five percent (85%) of the average daily closing date of the Company's common stock on the so-called OTC Bulletin Board or other nationally recognized exchange for the first full week immediately preceding the date on which the Options vest pursuant to this Section 5 (the "Exercise Price"). The Options shall vest and become exercisable with respect to the first 8,334 shares subject thereto when the Executive completes one month of continuous service from November 5, 2001 and with respect to an additional 8,334 shares subject thereto when Executive completes each month of continuous service thereafter until all 200,000 shares have vested or until termination of employee's service. (b) The Company will register the shares of the Company's common stock underlying the Options issued to Executive herein. The term "register" for the purposes last sentence of this Section 5(b) refers 2.04, all stock option, restricted stock grant or other stock incentive agreements to a registration effected by preparing and filing a registration statement in compliance with the Securities Act of 1933, as amended, and the declaration or ordering of effectiveness of such registration statement. (c) Notwithstanding any provision to the contrary contained herein, which Executive acknowledges and agrees that by signing this Agreement he agrees not to sell any of the Company's Equity Securities (whether acquired pursuant to this agreement or otherwise) at a time when applicable laws, Company policies or an agreement between the Company and its underwriters prohibit such sale. Executive further acknowledges and agrees that this restriction will apply, to any position that he may now, or in the future hold is party with the Company, whether and all unvested grants and awards thereunder, shall terminate immediately and shall be of no further force or effect, it being the intent and understanding of the parties that the Payment shall be in lieu of any other compensation or benefits hereunder, including any payments provided under the Employment Agreement, any stock-related incentives, consideration for the advice and assistance to be provided by Executive hereafter, service as an employee, consultant or director a member of the Board of Directors of the Company after the Effective Date or any subsidiary other services provided by Executive in any capacity following the Effective Date. Notwithstanding the immediately preceding sentence, and in accordance with the Company’s 2006 Stock Incentive Plan (i) all shares underlying any restricted stock grants that have vested in accordance with their terms prior to the Effective Date shall not be forfeited hereby and shall, to the extent such shares not have been sold or otherwise disposed of by Executive, remain the property of Executive, and (ii) all stock options that have vested and remain unexercised as of the Effective Date shall not terminate immediately upon the Effective Date, but instead such vested stock options shall remain exercisable by Executive for the remaining period of the term of the applicable option but in no event beyond the ninetieth (90th) day following termination of Executive’s service as a member of the Board of Directors of the Company. Company policies restricting , upon which date all such sale options, to the extent not exercised prior thereto, shall no longer apply upon termination of Executive's employment with the Companybe terminated.