Common use of Stock Options and Grants Clause in Contracts

Stock Options and Grants. a) Options to purchase stock of the Employer shall be awarded to the Employee annually pursuant to the terms of this Employment Contract and otherwise in accordance with the terms and conditions of the Employer's Stock Option Plan based upon EPS percentage growth, adjusted for extraordinary items (including but not limited to the 1995 write down of ComTel assets), and the performance and contribution of the Employee as determined by the CEO in consultation with the Chairman of the Board and subject to approval by the Compensation Committee. The actual number of options awarded shall be determined by multiplying the Employee's base salary, as set forth at (P)3, above, times a percentage, selected by the CEO in consultation with the Chairman of the Board and approved by the Compensation Committee, from the range of percentages applicable to the achieved EPS percentage growth as set forth in the following table: If the Percentage EPS the range of percentages Growth for Year is for determining option awards shall be ----------------------------------------------------------------------------- 0 to 17% 10% to 20% ----------------------------------------------------------------------------- (Greater-than) 17% to 22% 21% to 40% ----------------------------------------------------------------------------- (Greater-than) 22% to 27% 41% to 80% ----------------------------------------------------------------------------- (Greater-than) 27% to 32% 81% to 160% ----------------------------------------------------------------------------- (Greater-than) 32% 161% to 240% ----------------------------------------------------------------------------- The dollar amount so determined shall be divided by the exercise price of the options awarded to determine the actual number of options. The exercise price shall be determined in accordance with the terms and conditions of the Employer's Stock Option Plan. Except as otherwise accelerated, options so awarded shall vest one-third when awarded, one-third twelve months after the date of the award and the balance 24 months after the date of the award. All options shall be exercisable when vested. For example, if the EPS for 1995 is 94c and the 1996 EPS is $1.20, then the percentage EPS growth is 28% (26/94) and the applicable range is 81% to 160%. The CEO, upon consultation with the Chairman of the Board and upon approval of the Compensation Committee, determines, based on the performance and contribution of the Employee, that the appropriate percentage is 90%. If the exercise price of the options determined in accordance with the terms of the Employee Stock Option Plan is $13.00 per share, then the number of options awarded would be determined by dividing 90% of the Employee's Base compensation provided at (P)3 by the exercise price of $13.00 per share.

Stock Options and Grants. a) Options to purchase stock of the Employer shall be awarded to the Employee annually pursuant to the terms of this Employment Contract and otherwise in accordance with the terms and conditions of the Employer's Stock Option Plan based upon EPS percentage growth, adjusted for extraordinary items (including but not limited to the 1995 write down of ComTel assets), and the performance and contribution of the Employee as determined by the CEO in consultation with as determined by the Chairman of the Board and subject to approval by the Compensation Committee. The actual number of options awarded shall be determined by multiplying the Employee's base salary, as set forth at (P)3, above, times a percentage, selected by the CEO in consultation with the Chairman of the Board and approved by the Compensation Committee, from the range of percentages applicable to the achieved EPS percentage growth as set forth in the following table: If the Percentage EPS the range of percentages Growth for Year is for determining option awards shall be ----------------------------------------------------------------------------- ---------------------------------------------------------------------------- 0 to 17% 10% to 20% ----------------------------------------------------------------------------- ---------------------------------------------------------------------------- (Greater-than) 17% to 22% 21% to 40% ----------------------------------------------------------------------------- ---------------------------------------------------------------------------- (Greater-than) 22% to 27% 41% to 80% ----------------------------------------------------------------------------- ---------------------------------------------------------------------------- (Greater-than) 27% to 32% 81% to 160% ----------------------------------------------------------------------------- ---------------------------------------------------------------------------- (Greater-than) 32% 161% to 240% ----------------------------------------------------------------------------- ---------------------------------------------------------------------------- The dollar amount so determined shall be divided by the exercise price of the options awarded to determine the actual number of options. The exercise price shall be determined in accordance with the terms and conditions of the Employer's Stock Option Plan. Except as otherwise accelerated, options so awarded shall vest one-one- third when awarded, one-third twelve months after the date of the award and the balance 24 months after the date of the award. All options shall be exercisable when vested. For example, if the EPS for 1995 is 94c and the 1996 EPS is $1.20, then the percentage EPS growth is 28% (26/94) and the applicable range is 81% to 160%. The CEO, upon consultation with the Chairman of the Board and upon approval of the Compensation Committee, determines, based on the performance and contribution of the Employee, that the appropriate percentage is 90%. If the exercise price of the options determined in accordance with the terms of the Employee Stock Option Plan is $13.00 per share, then the number of options awarded would be determined by dividing 90% of the Employee's Base compensation provided at (P)3 by the exercise price of $13.00 per share.

Stock Options and Grants. a) Options to purchase stock of the Employer shall be awarded to the Employee annually pursuant to the terms of this Employment Contract and otherwise in accordance with the terms and conditions of the Employer's Stock Option Plan based upon EPS percentage growth, adjusted for extraordinary items (including but not limited to the 1995 write down of ComTel assets), and the performance and contribution of the Employee as determined by the CEO in consultation with the Chairman of the Board and subject to approval by the Compensation Committee. The actual number of options awarded shall be determined by multiplying the Employee's base salary, as set forth at (P)3, above, times a percentage, selected by the CEO in consultation with the Chairman of the Board and approved by the Compensation Committee, from the range of percentages applicable to the achieved EPS percentage growth as set forth in the following table: If the Percentage EPS the range of percentages Growth for Year is for determining option awards shall be ----------------------------------------------------------------------------- 0 to 17% 10% to 20% ----------------------------------------------------------------------------- ([Greater-than) ] 17% to 22% 21% to 40% ----------------------------------------------------------------------------- ([Greater-than) ] 22% to 27% 41% to 80% ----------------------------------------------------------------------------- ([Greater-than) ] 27% to 32% 81% to 160% ----------------------------------------------------------------------------- ([Greater-than) ] 32% 161% to 240% ----------------------------------------------------------------------------- --------------------------------------------------------------- The dollar amount so determined shall be divided by the exercise price of the options awarded to determine the actual number of options. The exercise price shall be determined in accordance with the terms and conditions of the Employer's Stock Option Plan. Except as otherwise accelerated, options so awarded shall vest one-one- third when awarded, one-third twelve months after the date of the award and the balance 24 months after the date of the award. All options shall be exercisable when vested. For example, if the EPS for 1995 is 94c and the 1996 EPS is $1.20, then the percentage EPS growth is 28% (26/94) and the applicable range is 81% to 160%. The CEO, upon consultation with the Chairman of the Board and upon approval of the Compensation Committee, determines, based on the performance and contribution of the Employee, that the appropriate percentage is 90%. If the exercise price of the options determined in accordance with the terms of the Employee Stock Option Plan is $13.00 per share, then the number of options awarded would be determined by dividing 90% of the Employee's Base compensation provided at (P)3 by the exercise price of $13.00 per share.

Stock Options and Grants. a) Options to purchase stock of the Employer shall be awarded to the Employee annually pursuant to the terms of this Employment Contract and otherwise in accordance with the terms and conditions of the Employer's Stock Option Plan based upon EPS percentage growth, adjusted for extraordinary items (including but not limited to the 1995 write down of ComTel assets), and the performance and contribution of the Employee as determined by the CEO in consultation with the Chairman of the Board and subject to approval by the Compensation Committee. The actual number of options awarded shall be determined by multiplying the Employee's base salary, as set forth at (P)3, above, times a percentage, selected by the CEO in consultation with the Chairman of the Board and approved by the Compensation Committee, from the range of percentages applicable to the achieved EPS percentage growth as set forth in the following table: ------------------------------------------------------------------- If the Percentage EPS the range of percentages Growth for Year is for determining option awards shall be ----------------------------------------------------------------------------- ------------------------------------------------------------------- 0 to 17% 10% to 20% ----------------------------------------------------------------------------- ------------------------------------------------------------------- (Greater-than) 17% to 22% 21% to 40% ----------------------------------------------------------------------------- ------------------------------------------------------------------- (Greater-than) 22% to 27% 41% to 80% ----------------------------------------------------------------------------- ------------------------------------------------------------------- (Greater-than) 27% to 32% 81% to 160% ----------------------------------------------------------------------------- ------------------------------------------------------------------- (Greater-than) 32% 161% to 240% ----------------------------------------------------------------------------- ------------------------------------------------------------------- The dollar amount so determined shall be divided by the exercise price of the options awarded to determine the actual number of options. The exercise price shall be determined in accordance with the terms and conditions of the Employer's Stock Option Plan. Except as otherwise accelerated, options so awarded shall vest one-third when awarded, one-third twelve months after the date of the award and the balance 24 months after the date of the award. All options shall be exercisable when vested. For example, if the EPS for 1995 is 94c and the 1996 EPS is $1.20, then the percentage EPS growth is 28% (26/94) and the applicable range is 81% to 160%. The CEO, upon consultation with the Chairman of the Board and upon approval of the Compensation Committee, determines, based on the performance and contribution of the Employee, that the appropriate percentage is 90%. If the exercise price of the options determined in accordance with the terms of the Employee Stock Option Plan is $13.00 per share, then the number of options awarded would be determined by dividing 90% of the Employee's Base compensation provided at (P)3 by the exercise price of $13.00 per share.

Stock Options and Grants. a) Options to purchase stock of the Employer shall be awarded to the Employee annually pursuant to the terms of this Employment Contract and otherwise in accordance with the terms and conditions of the Employer's Stock Option Plan based upon EPS percentage growth, adjusted for extraordinary items (including but not limited to the 1995 write down of ComTel assets), and the performance and contribution of the Employee as determined by the CEO in consultation with the Chairman of the Board and subject to approval by the Compensation Committee. The actual number of options awarded shall be determined by multiplying the Employee's base salary, as set forth at (P)3, above, times a percentage, selected by the CEO in consultation with the Chairman of the Board and approved by the Compensation Committee, from the range of percentages applicable to the achieved EPS percentage growth as set forth in the following table: If the Percentage EPS the range of percentages Growth for Year is for determining option awards shall be ----------------------------------------------------------------------------- 0 to 17% 10% to 20% ----------------------------------------------------------------------------- (Greater-than) 17% to 22% 21% to 40% ----------------------------------------------------------------------------- (Greater-than) 22% to 27% 41% to 80% ----------------------------------------------------------------------------- (Greater-than) 27% to 32% 81% to 160% ----------------------------------------------------------------------------- (Greater-than) 32% 161% to 240% ----------------------------------------------------------------------------- The dollar amount so determined shall be divided by the exercise price of the options awarded to determine the actual number of options. The exercise price shall be determined in accordance with the terms and conditions of the Employer's Stock Option Plan. Except as otherwise accelerated, options so awarded shall vest one-one- third when awarded, one-third twelve months after the date of the award and the balance 24 months after the date of the award. All options shall be exercisable when vested. For example, if the EPS for 1995 is 94c and the 1996 EPS is $1.20, then the percentage EPS growth is 28% (26/94) and the applicable range is 81% to 160%. The CEO, upon consultation with the Chairman of the Board and upon approval of the Compensation Committee, determines, based on the performance and contribution of the Employee, that the appropriate percentage is 90%. If the exercise price of the options determined in accordance with the terms of the Employee Stock Option Plan is $13.00 per share, then the number of options awarded would be determined by dividing 90% of the Employee's Base compensation provided at (P)3 by the exercise price of $13.00 per share.

Stock Options and Grants. a) On September 1, 1996 Employee shall be granted 200,000 fully vested Options in accordance with the terms of the Stock Option Plan of the Company to purchase common stock of the Company at an exercise price equal to the closing price of the Common Stock on September 1, 1996 or, if no such price is available, on the last day prior to September 1, 1996 for which a closing market price is available. Further, options to purchase stock of the Employer shall be awarded to the Employee annually pursuant to the terms of this Employment Contract and otherwise in accordance with the terms and conditions of the Employer's Stock Option Plan based upon EPS the percentage growth, by which the Annual Before Tax Profit (ABTP) of the Company exceeds the Annual Before Tax Profit for 1996 ("ABTP Increase"). For the purposes of this Agreement the ABTP shall be adjusted for extraordinary and non-recurring items (including but not limited to the 1995 write down of ComTel assets), and the performance and contribution of the Employee as determined by the CEO in consultation with the Chairman of the Board and subject to approval by the Compensation CommitteeEmployer. The actual number of options awarded shall be determined by multiplying the Employee's base salary, as set forth at (P)3, above, times a percentage, selected by the CEO in consultation with Compensation Committee based upon the Chairman performance and contribution of the Board and approved by the Compensation CommitteeEmployee, from the range of percentages applicable to the achieved EPS percentage growth ABTP Increase as set forth in the following table: If the Percentage EPS ABTP the range of percentages Growth for Year is for determining option awards shall be ----------------------------------------------------------------------------- --------------------------------------------------------------------------- 0 to 17% 10% to 20% ----------------------------------------------------------------------------- --------------------------------------------------------------------------- (Greater-than) 17% to 22% 21% to 40% ----------------------------------------------------------------------------- --------------------------------------------------------------------------- (Greater-than) 22% to 27% 41% to 80% ----------------------------------------------------------------------------- --------------------------------------------------------------------------- (Greater-than) 27% to 32% 81% to 160% ----------------------------------------------------------------------------- --------------------------------------------------------------------------- (Greater-than) 32% 161% to 240% ----------------------------------------------------------------------------- --------------------------------------------------------------------------- The dollar amount so determined shall be divided by the exercise price of the options awarded to determine the actual number of options. The exercise price shall be determined in accordance with the terms and conditions of the Employer's Stock Option Plan. Except as otherwise accelerated, options so awarded shall vest one-one- third when awarded, one-third twelve months after the date of the award and the balance 24 months after the date of the award. All options shall be exercisable when vested. For example, if the EPS for 1995 is 94c and the 1996 EPS is $1.20, then the percentage EPS growth is 28% (26/94) and the applicable range is 81% to 160%. The CEO, upon consultation with the Chairman of the Board and upon approval of the Compensation Committee, determines, based on the performance and contribution of the Employee, that the appropriate percentage is 90%. If the exercise price of the options determined in accordance with the terms of the Employee Stock Option Plan is $13.00 per share, then the number of options awarded would be determined by dividing 90% of the Employee's Base compensation provided at (P)3 by the exercise price of $13.00 per share.