Common use of Stock Option Awards Clause in Contracts

Stock Option Awards. Subject to approval by the Compensation Committee, on April 5, 2002 the Board shall grant Executive a statutory stock option to acquire two hundred thousand (200,000) shares of the Common Stock of the Company (the "Initial Option"). The Initial Option shall be granted under the Company's 1988 Incentive Stock Plan (the "Option Plan"), and the exercise price per share will be equal to one hundred percent (100%) of the fair market value of the Company's Common Stock, as determined under the Option Plan on the date of grant. The Initial Option shall be subject to the terms and conditions of the Option Plan, any amendments thereto, and the corresponding grant agreement. Subject to Executive's Continuous Service to the Company (as defined in the Option Plan), one-fourth (1/4) of the Initial Option shares shall vest on the date that is six (6) months after the Employment Date and an additional one-twenty-fourth (1/24) of the Initial Option shares shall vest each calendar month for eighteen (18) months thereafter . In addition, at such time as enough shares of Common Stock become available for grant under the Option Plan or under a new stock option plan, subject to approval by the Compensation Committee, the Board shall grant to Executive a second stock option grant to purchase an additional one hundred thousand (100,000) shares of the Company's Common Stock (the "Second Option") at an exercise price equal to the fair market value of the Common Stock on the date of grant as determined under the applicable option plan. The Second Option shall be subject to the terms and conditions of the applicable stock option plan, any amendments thereto, and the corresponding grant agreement. The vesting commencement date for the Second Option shall be the second anniversary of the Employment Date and, subject to Executive's Continuous Service to the Company (as defined in the applicable stock option plan), the Second Option shares will become fully vested on the third year anniversary of the Employment Date. Vesting of shares of the Initial Option and Second Option may be accelerated upon a termination of Executive's employment with the Company to the extent provided by the provisions of the Executive Severance and Transition Benefits Agreement that Executive will enter into with the Company. Executive Severance And Transition Benefits Agreement. Effective as of the Employment Date, Executive will be eligible to enter into an Executive Severance and Transition Benefits Agreement with the Company in the form attached hereto as Exhibit A (the "Severance Agreement"). The Severance Agreement will provide the sole severance benefits that Executive will be eligible to receive upon Executive's termination of employment with the Company for any reason.

Stock Option Awards. Subject You and the Company hereby acknowledge that pursuant to approval by the Compensation Committeeterms of the Original Employment Letter, on April 5as of October 24, 2002 2006, the Board shall grant Executive Company granted you a statutory stock option to acquire two hundred thousand (200,000) purchase 250,000 shares of the Common Company’s common stock (the “Initial Stock Option”) at an exercise price of $10.00 per share. The Initial Stock Option was granted to you under the Company’s 1998 Equity Incentive Plan, and, subject to your continued employment with the Company, the Initial Stock Option shall vest and become exercisable over a four (4) year period, with twenty-five percent (25%) of the shares subject thereto vesting on September 5, 2007, and the remaining seventy-five percent (75%) vesting in equal monthly installments on the fifth day of each month thereafter. In addition, the Company will annually recommend to the Board of Directors of the Company (the "“Board”) that the Company grant you a stock option no later than the September 30 following each of the first three anniversaries of your commencement of employment with the Company to purchase 100,000 shares of the Company’s common stock (each, a “Subsequent Stock Option,” and together with the Initial Stock Option", the “Stock Options”). The Initial Option shall be granted under the Company's 1988 Incentive Stock Plan (the "Option Plan"), and the exercise price per share will be equal to one hundred percent (100%) of the fair market value of the Company's Common Stock, as determined under the Option Plan on the date of grant. The Initial each Subsequent Stock Option shall be subject to the terms and conditions of the Option Plan, any amendments thereto, and the corresponding grant agreement. Subject to Executive's Continuous Service to the Company (as defined in the Option Plan), one-fourth (1/4) of the Initial Option shares shall vest on the date that is six (6) months after the Employment Date and an additional one-twenty-fourth (1/24) of the Initial Option shares shall vest each calendar month for eighteen (18) months thereafter . In addition, at such time as enough shares of Common Stock become available for grant under the Option Plan or under a new stock option plan, subject to approval by the Compensation Committee, the Board shall grant to Executive a second stock option grant to purchase an additional one hundred thousand (100,000) shares of the Company's Common Stock (the "Second Option") at an exercise price equal to the fair market value of a share of the Common Stock Company’s common stock on the date of grant grant, as determined in accordance with the Company’s incentive award plan under which such Subsequent Stock Option is granted. Subject to your continued employment with the applicable option plan. The Second Company, each Subsequent Stock Option shall be vest and become exercisable over a four (4) year period, with 1/48th of the shares subject to thereto vesting in equal monthly installments on each monthly anniversary of the date of grant. Consistent with the foregoing, the terms and conditions of the applicable stock option plan, any amendments thereto, and the corresponding grant agreement. The vesting commencement date for the Second each Stock Option shall be the second anniversary of the Employment Date andset forth in a stock option agreement (each, subject a “Stock Option Agreement”) to Executive's Continuous Service to be entered into by the Company (as defined in and you which shall evidence the applicable stock option plan), the Second Option shares will become fully vested on the third year anniversary grant of the Employment Date. Vesting of shares of the Initial Option and Second Option may be accelerated upon a termination of Executive's employment with the Company to the extent provided by the provisions of the Executive Severance and Transition Benefits Agreement that Executive will enter into with the Company. Executive Severance And Transition Benefits Agreement. Effective as of the Employment Date, Executive will be eligible to enter into an Executive Severance and Transition Benefits Agreement with the Company in the form attached hereto as Exhibit A (the "Severance Agreement"). The Severance Agreement will provide the sole severance benefits that Executive will be eligible to receive upon Executive's termination of employment with the Company for any reasoneach such Stock Option.

Stock Option Awards. Subject to approval by The Executive shall be granted options under the Compensation CommitteeQwest Communications International Inc. Equity Incentive Plan, on April 5, 2002 as amended (the Board shall grant Executive a statutory stock option "Equity Incentive Plan") to acquire two hundred thousand (200,000) shares of the common stock ("Common Stock") of Qwest Communications International Inc. ("QCII") in accordance with the following: (a) On the Effective Date, the Executive was granted non-qualified options to acquire 350,000 shares of Common Stock. The option has a ten-year term commencing on the Effective Date, subject to earlier termination as provided in subparagraph (e) below upon termination of employment. (b) The option price ("Option Price") with respect to the 350,000 share option granted on the Effective Date is $1.69 per share, the closing price on the Effective Date for sales of shares of Common Stock on the New York Stock Exchange. Upon the exercise of any such options, the Company (the "Initial Option"). The Initial Option Price with respect thereto shall be granted under the Company's 1988 Incentive Stock Plan (the "Option Plan"), and the exercise price per share will be equal to one hundred percent (100%) of the fair market value of the Company's Common Stock, as determined under the Option Plan on the date of grant. The Initial Option shall be subject to payable in accordance with the terms and conditions of the Option Equity Incentive Plan. (c) In the event of any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of QCII, any amendments theretoreorganization (whether or not such reorganization comes with the definition of such term in Section 368 of the Internal Revenue Code) or any partial or complete liquidation of QCII, the number and class of shares subject to options awarded or to be awarded in accordance with subparagraph (a) above, and the corresponding grant agreement. Subject Option Price for such options under subparagraph (b) above, shall be adjusted in accordance with the provisions of the Equity Incentive Plan to prevent dilution of the Executive's Continuous Service rights. (d) The options relating to the Company 350,000 shares of Common Stock granted on the Effective Date in accordance with subparagraph 3(a) above shall become vested and exercisable at the rate of 25% of the total shares covered by the option per year on each anniversary of the Effective Date. To the extent not previously vested, all equity issued to Executive pursuant to the Company's Equity Incentive Plan or any successor plan shall become fully vested and exercisable on the earlier of a Change in Control (as defined in subparagraph 6(d)(vi) below) or the Option Plan), one-fourth (1/4) of the Initial Option shares shall vest on the date that is six (6) months after the Employment Date and an additional one-twenty-fourth (1/24) of the Initial Option shares shall vest each calendar month for eighteen (18) months thereafter . In addition, at such time as enough shares of Common Stock become available for grant under the Option Plan or under a new stock option plan, subject to approval by the Compensation Committee, the Board shall grant to Executive a second stock option grant to purchase an additional one hundred thousand (100,000) shares of the Company's Common Stock (the "Second Option") at an exercise price equal to the fair market value of the Common Stock on the date of grant as determined under the applicable option plan. The Second Option shall be subject to the terms and conditions of the applicable stock option plan, any amendments thereto, and the corresponding grant agreement. The vesting commencement date for the Second Option shall be the second anniversary of the Employment Date and, subject to Executive's Continuous Service to the Company (as defined in the applicable stock option plan), the Second Option shares will become fully vested on the third year anniversary of the Employment Date. Vesting of shares of the Initial Option and Second Option may be accelerated upon a termination of Executive's employment with the Company to the extent provided by the provisions of the Executive Severance and Transition Benefits Agreement that Executive will enter into with the Company. Executive Severance And Transition Benefits Agreement. Effective as of the Employment Date, Executive will be eligible to enter into an Executive Severance and Transition Benefits Agreement with the Company in the form attached hereto as Exhibit A (the "Severance Agreement"). The Severance Agreement will provide the sole severance benefits that Executive will be eligible to receive upon Executive's termination of employment by reason of death, Disability (as defined in subparagraph 6(a) below), termination by the Company without Cause (as defined in subparagraph 6(b) below), Constructive Discharge (as defined in subparagraph 6(d) below), or in the event that the Company does not renew this Agreement in accordance with the provisions of subparagraph 1(a). To the extent not previously vested, all such options shall be immediately forfeited in the event of a termination of the Executive's employment for Cause or upon the Executive's resignation from the employ of the Company (other than pursuant to a Constructive Discharge or by reason of a Disability). (e) In the event that the Executive resigns from the employ of the Company (other than pursuant to a Constructive Discharge or by reason of a Disability), or is terminated by the Company for Cause, any reasonvested option or unexercised portion thereof granted under subparagraph (a) above may be exercised, to the extent such option would have been exercisable by the Executive on the date on which the Executive ceased to be an employee, within three months of such date, but in no event later than the date of expiration of the term of the option. In the event of a termination of the Executive's employment by the Company without Cause or by the Executive by reason of a Constructive Discharge, or in the event that the Company does not renew this Agreement in accordance with the provisions of subparagraph 1(a), any such vested option shall be exercisable for six (6) years following such date of termination of employment, but in no event later than the expiration of the term of the option. In the event of termination of employment due to the death or Disability of the Executive while an employee of the Company or in the event of death within not more than three months after the date on which the Executive ceases to be an employee, any such option or unexercised portion thereof may be exercised, to the extent exercisable at the date on which the Executive ceased to be an employee, by the Executive or the Executive's personal representatives, heirs or legatees at any time prior to six (6) years after the date on which the Executive ceased to be an employee, but in no event later than the date of the expiration of the term of the option. (f) Options granted in accordance with subparagraph (a) above may be transferred by the Executive to the Executive's spouse, children or grandchildren ("Immediate Family Members") or to a trust or trusts for the exclusive benefit of such Immediate Family Members or to a partnership in which such Immediate Family Members are the only partners. (g) The Company shall ensure that all steps necessary or desirable to register the shares subject to the foregoing options under an S-8 or other appropriate form and to list such shares on the New York Stock Exchange are taken.

Stock Option Awards. Subject to approval by The Executive shall be granted options under the Compensation CommitteeQwest Communications International Inc. Equity Incentive Plan, on April 5, 2002 as amended (the Board shall grant Executive a statutory stock option "Equity Incentive Plan") to acquire two hundred thousand (200,000) shares of the common stock ("Common Stock") of Qwest Communications International Inc. ("QCII") in accordance with the following: (a) On the Effective Date, the Executive was granted non-qualified options to acquire 350,000 shares of Common Stock. The option has a ten-year term commencing on the Effective Date, subject to earlier termination as provided in subparagraph (e) below upon termination of employment. (b) The option price ("Option Price") with respect to the 350,000 share option granted on the Effective Date is $1.69 per share, the closing price on the Effective Date for sales of shares of Common Stock on the New York Stock Exchange. Upon the exercise of any such options, the Company (the "Initial Option"). The Initial Option Price with respect thereto shall be granted under the Company's 1988 Incentive Stock Plan (the "Option Plan"), and the exercise price per share will be equal to one hundred percent (100%) of the fair market value of the Company's Common Stock, as determined under the Option Plan on the date of grant. The Initial Option shall be subject to payable in accordance with the terms and conditions of the Option Equity Incentive Plan. (c) In the event of any change in corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of QCII, any amendments theretoreorganization (whether or not such reorganization comes with the definition of such term in Section 368 of the Internal Revenue Code) or any partial or complete liquidation of QCII, the number and class of shares subject to options awarded or to be awarded in accordance with subparagraph (a) above, and the corresponding grant agreement. Subject Option Price for such options under subparagraph (b) above, shall be adjusted in accordance with the provisions of the Equity Incentive Plan to prevent dilution of the Executive's Continuous Service rights. (d) The options relating to the Company 350,000 shares of Common Stock granted on the Effective Date in accordance with subparagraph 3(a) above shall become vested and exercisable at the rate of 25% of the total shares covered by the option per year on each anniversary of the Effective Date. To the extent not previously vested, all equity issued to Executive pursuant to the Company's Equity Incentive Plan or any successor plan shall become fully vested and exercisable on the earlier of a Change in Control (as defined in subparagraph 6(d)(vi) below) or the Option Plan), one-fourth (1/4) of the Initial Option shares shall vest on the date that is six (6) months after the Employment Date and an additional one-twenty-fourth (1/24) of the Initial Option shares shall vest each calendar month for eighteen (18) months thereafter . In addition, at such time as enough shares of Common Stock become available for grant under the Option Plan or under a new stock option plan, subject to approval by the Compensation Committee, the Board shall grant to Executive a second stock option grant to purchase an additional one hundred thousand (100,000) shares of the Company's Common Stock (the "Second Option") at an exercise price equal to the fair market value of the Common Stock on the date of grant as determined under the applicable option plan. The Second Option shall be subject to the terms and conditions of the applicable stock option plan, any amendments thereto, and the corresponding grant agreement. The vesting commencement date for the Second Option shall be the second anniversary of the Employment Date and, subject to Executive's Continuous Service to the Company (as defined in the applicable stock option plan), the Second Option shares will become fully vested on the third year anniversary of the Employment Date. Vesting of shares of the Initial Option and Second Option may be accelerated upon a termination of Executive's employment with the Company to the extent provided by the provisions of the Executive Severance and Transition Benefits Agreement that Executive will enter into with the Company. Executive Severance And Transition Benefits Agreement. Effective as of the Employment Date, Executive will be eligible to enter into an Executive Severance and Transition Benefits Agreement with the Company in the form attached hereto as Exhibit A (the "Severance Agreement"). The Severance Agreement will provide the sole severance benefits that Executive will be eligible to receive upon Executive's termination of employment by reason of death, Disability (as defined in subparagraph 6(a) below), termination by the Company without Cause (as defined in subparagraph 6(b) below), Constructive Discharge (as defined in subparagraph 6(d) below), or in the event that the Company does not renew this Agreement in accordance with the provisions of Section 1. To the extent not previously vested, all such options shall be immediately forfeited in the event of a termination of the Executive's employment for Cause or upon the Executive's resignation from the employ of the Company (other than pursuant to a Constructive Discharge or by reason of a Disability). (e) In the event that the Executive resigns from the employ of the Company (other than pursuant to a Constructive Discharge or by reason of a Disability), or is terminated by the Company for Cause, any reasonvested option or unexercised portion thereof granted under subparagraph (a) above may be exercised, to the extent such option would have been exercisable by the Executive on the date on which the Executive ceased to be an employee, within three months of such date, but in no event later than the date of expiration of the term of the option. In the event of a termination of the Executive's employment by the Company without Cause or by the Executive by reason of a Constructive Discharge, or in the event that the Company does not renew this Agreement in accordance with the provisions of Section 1, any such vested option shall be exercisable for six (6) years following such date of termination of employment, but in no event later than the expiration of the term of the option. In the event of termination of employment due to the death or Disability of the Executive while an employee of the Company or in the event of death within not more than three months after the date on which the Executive ceases to be an employee, any such option or unexercised portion thereof may be exercised, to the extent exercisable at the date on which the Executive ceased to be an employee, by the Executive or the Executive's personal representatives, heirs or legatees at any time prior to six (6) years after the date on which the Executive ceased to be an employee, but in no event later than the date of the expiration of the term of the option. (f) Options granted in accordance with subparagraph (a) above may be transferred by the Executive to the Executive's spouse, children or grandchildren ("Immediate Family Members") or to a trust or trusts for the exclusive benefit of such Immediate Family Members or to a partnership in which such Immediate Family Members are the only partners. (g) The Company shall ensure that all steps necessary or desirable to register the shares subject to the foregoing options under an S-8 or other appropriate form and to list such shares on the New York Stock Exchange are taken. (h) Executive has received, and is eligible to receive, such additional options under the Equity Incentive Plan as determined by the Compensation and Human Resources Committee or its proper delegate.

Stock Option Awards. Subject (a) Holding shall, as promptly as possible following the Effective Date, receipt of shareholder approval pursuant to approval Section 6(g) hereof and the execution by the Compensation CommitteeExecutive of the Stockholders' Agreement (subject to certain amendments as agreed in that certain letter agreement dated the date hereof among the Executive, on April 5Holding, 2002 General Electric Capital Corporation and Xxxxxxx X. Xxxxxxx), grant to the Board shall grant Executive a statutory non-qualified stock option options (the "Options"), pursuant to acquire two hundred thousand (200,000) the Plan, to purchase that number of shares of the Class A Common Stock Series 3 of Holding equal to 5% of the issued and outstanding shares of Stock on a fully diluted basis after giving effect to the Options granted hereunder, as of the date of this Agreement. For purposes of this calculation, the number of shares of Stock underlying the Options shall be adjusted upwards from time to time until the last day of the fiscal year of the Company ending on or about December 31, 1998, to give effect to the grant of stock options during such period to management employees of the Company covering up to 10% of the outstanding shares of Stock (the "Initial OptionManagement Options")) on a fully diluted basis after giving effect to such grants. The Initial Option Such Options shall be granted under the Company's 1988 Incentive Stock Plan (the "Option Plan"), and the exercise price per share will be equal to one hundred percent (100%) of the fair market value of the Company's Common Stock, as determined under the Option Plan on the date of grant. The Initial Option shall be subject pursuant to the terms and conditions of the Option Plan and such additional terms and conditions as may be customary or appropriate in the circumstances. (b) Subject to the terms of this Agreement and the provisions of the Plan, any amendments thereto, and the corresponding grant agreement. Subject to Executive's Continuous Service to the Company Options shall (as defined in the Option Plan), one-fourth (1/4i) of the Initial Option shares shall vest on the date that is six (6) months after the Employment Date and an additional one-twenty-fourth (1/24) of the Initial Option shares shall vest each calendar month for eighteen (18) months thereafter . In addition, at such time as enough shares of Common Stock become available for grant under the Option Plan or under have a new stock option plan, subject to approval by the Compensation Committee, the Board shall grant to Executive a second stock option grant to purchase an additional one hundred thousand (100,000) shares of the Company's Common Stock (the "Second Option") at an per share exercise price equal to the fair market value Fair Market Value Per Share as of December 29, 1996 (i.e. the first day of the Common Stock 1997 fiscal year) and (ii) become vested on the basis of cumulative installments of 25% of the underlying shares on each of December 31, 1997 and the last day of each successive fiscal year of the Company until the Option is 100% vested; PROVIDED HOWEVER, that an Option will not vest unless the Executive is at the applicable date of determination, and has been at all times since the date of grant as determined under of the applicable option planOption, employed by the Company. The Second Only Options which are vested may be exercised. (c) Once any Option becomes vested, it shall be subject remain exercisable until (i) three (3) months after the date of cessation of the Executive's employment with the Company, if such cessation occurs due to the terms and conditions of Executive's voluntary termination as provided under Section 9(e) or termination for Cause as provided under Section 9(c), or (ii) the applicable stock option plan, any amendments thereto, and the corresponding grant agreement. The vesting commencement date for the Second Option shall be the second third anniversary of the Employment Date and, subject to Executive's Continuous Service to the Company (as defined in the applicable stock option plan), the Second Option shares will become fully vested on the third year anniversary date of cessation of the Employment Date. Vesting of shares of the Initial Option and Second Option may be accelerated upon a termination of Executive's employment with the Company for any other reason. (d) The Options contemplated hereby (and the underlying shares of Stock) and the Management Options shall equally dilute all holders of Stock then outstanding (taking into account the impact of then outstanding stock options of Holding). (e) Subject to the Executive's put rights described in Section 6(f), Holding shall have the right to repurchase any shares of Stock, (the "Call Shares") acquired by the Executive pursuant to the exercise by the Executive of his vested Options in accordance with the terms of this Agreement, at any time and from time to time during the period beginning on the date of termination of the Executive's employment hereunder and ending on the date that is 90 days after the expiration of all of the Executive's rights to exercise his vested Options. The purchase price (the "Call Purchase Price") for such Call Shares shall be equal to the Fair Market Value per Share as of the first day of the fiscal year in which the Closing Date (as defined below) occurs determined in accordance with Section 3.10 of the Stockholders' Agreement, multiplied by the number of Call Shares being purchased by Holding. Holding shall exercise its rights hereunder by delivering a written notice to the Executive setting forth the number of Call Shares it is purchasing and the expected date of closing, which shall be no later than 10 days after the date of such written notice (the "Closing Date"). On the Closing Date, the Executive shall deliver to Holding stock certificates representing the Call Shares being purchased by Holding free and clear of any and all liens, claims or encumbrances of any kind in exchange for the Call Purchase Price by check or wire transfer in immediately available funds. (f) The Executive shall have the right, at any time and from time to time during the period beginning on December 31, 1997 and ending on the date that is 90 days after the expiration all of the Executive's rights to exercise his vested Options, to request Holding to repurchase any shares of Stock (the "Put Shares") acquired by the Executive pursuant to the exercise by the Executive of any vested Option in accordance with the terms of this Agreement. The purchase price (the "Put Purchase Price") for each such Put Share shall be equal to the Fair Market Value Per Share as of the first day of the fiscal year of the Company in which the Executive Notice is given, determined in accordance with Section 3.10 of the Stockholders Agreement, multiplied by the number of Put Shares being purchased by Holding. The Executive may exercise his rights hereunder by delivering a written notice (the "Executive Notice") to Holding setting forth (i) the number of Put Shares it is requesting Holding to purchase; and (ii) the date ("Put Closing Date") upon which the purchase of such Put Shares shall occur, which shall not be less than 30 nor more than 90 days after the Executive Notice. Holding shall, within 10 days of receipt of such Executive Notice, provide the Executive written notice stating whether it can repurchase all or part of such Put Shares. If Holding determines that it cannot repurchase all the Put Shares, it shall so specify in its notice and set forth the reasons therefor; provided, that the only reason Holding may decline to purchase such Put Shares will be the Limitations (as defined and applied in Article IV of the Stockholders Agreement). In such event, however, Holding will purchase Put Shares to the extent permitted by the Limitations (as defined and applied in Article IV of the Stockholders Agreement). If Holding fails to provide such notice, it will be deemed to have given notice that it will repurchase all of the Put Shares covered by the Executive Notice subject to the Limitations (as defined and applied in Article IV of the Stockholders Agreement). On the Put Closing Date, the Executive shall deliver to Holding stock certificates representing the Put Shares being purchased by Holding free and clear of any and all liens, claims or encumbrances of any kind in exchange for the Put Purchase Price which shall be payable as provided by in section 3.9 of the Stockholders Agreement in 25% cash and 75% promissory notes. The obligation of Holding provided hereunder to purchase Put Shares shall not exceed a total of $15,000,000 in the aggregate in any fiscal year of the Company, beginning with the 1998 fiscal year (and, to the extent purchases are less than $15,000,000 in any such fiscal year, such unutilized portion shall be rolled over to the next fiscal year on a cumulative basis), up to an aggregate amount of $75,000,000 for all such purchases of Put Shares, such amounts to be determined on a cashless exercise basis (i.e. the spread of the Fair Market Value Per Share paid over the exercise price for such option shares). (g) Promptly after the Effective Date, Holding shall seek all approvals of its stockholders necessary to effectuate the terms of the Options reflected in this Agreement, including without limitation any necessary amendments to the certificate of incorporation of Holding or the Plan, and any such amendments as are necessary to comply with the provisions of the Executive Severance this Section 6, and Transition Benefits Agreement that Executive will enter into with the Company. Executive Severance And Transition Benefits Agreement. Effective as of the Employment Date, Executive will be eligible shall recommend such approval to enter into an Executive Severance and Transition Benefits Agreement with the Company in the form attached hereto as Exhibit A (the "Severance Agreement"). The Severance Agreement will provide the sole severance benefits that Executive will be eligible to receive upon Executive's termination of employment with the Company for any reasonits stockholders.