Common use of Stock Options and Restricted Stock Awards Clause in Contracts

Stock Options and Restricted Stock Awards. (i) Subject to the terms and conditions of the Company's 1994 Stock Option and Restricted Stock Plan (the "Plan"), at the Effective Time, the Company and the Executive will enter into the Stock Option Award Agreement annexed hereto as Exhibit A. The options granted pursuant to such agreement shall vest and become exercisable in installments of twenty-five percent per year commencing on the first anniversary following the Effective Time, provided that the Executive is employed by the Company or any of its affiliates on each such anniversary date. If the Company terminates Executive's employment during the Term due to a Without Cause Termination, all such options shall vest and become immediately exercisable for ninety days following the date of such termination, after which date all options shall lapse. Upon a Termination for Cause of the Executive by the Company during the Term, all such options, whether or not previously vested, shall immediately lapse. (ii) Subject to the terms and conditions of the Plan, at the Effective Time, the Company and the Executive will enter into the Restricted Stock Grant Agreement annexed hereto as Exhibit B. Restrictions on such restricted shares shall lapse on the second anniversary following the Effective Time, so long as, on such date, the Company and the Executive agree that the Executive has satisfied such performance goals as may be mutually agreed upon by the Executive and the CEO. If the Company terminates Executive's employment during the Term due to a Without Cause Termination, all restrictions on such shares shall immediately lapse, provided that such performance goals have been satisfied as of the date of termination. Upon a Termination for Cause of the Executive by the Company during the Term, all such shares, whether or not previously vested, shall be immediately forfeited. (iii) In addition to the grants set forth in Sections 3(c)(i) and 3(c)(ii) of this Section 3, the Executive shall, on and following the Effective Time, be eligible for consideration for stock option grants and restricted stock awards at such times as other similarly situated executives, in accordance with the Company's customary practice.

Stock Options and Restricted Stock Awards. (i) Subject to the terms and conditions Notwithstanding any contrary provision of the Company's 1994 Stock Option and Restricted Stock Plan or its Deferred Bonus Plan, (the "Plan"), at the Effective Time, the Company and the Executive will enter into the Stock Option Award Agreement annexed hereto as Exhibit A. The options i) each outstanding stock option previously granted pursuant to such agreement shall vest and become exercisable in installments of twenty-five percent per year commencing on the first anniversary following the Effective Time, provided that the Executive is employed you by the Company or any of its affiliates on each such anniversary date. If (A) to the Company terminates Executive's employment during extent not already vested prior to the Term due to a Without Cause TerminationSeparation Date, all such options shall vest and become immediately exercisable for ninety days following the date of such termination, after which date all options shall lapse. Upon a Termination for Cause be forfeited by you as of the Executive Separation Date and (B) to the extent already vested and exercisable as of the Separation Date, shall remain exercisable (to the extent not previously exercised), until the earlier of (x) October 9, 2005 and (y) the scheduled expiration date for such option that would have applied if your employment had not ceased pursuant to this Agreement, and (ii) each outstanding restricted stock award previously granted to you by the Company during (A) to the Term, all such options, whether or extent not previously vestedalready vested prior to the Separation Date, shall immediately lapse. (ii) Subject to the terms and conditions of the Plan, at the Effective Time, the Company and the Executive will enter into the Restricted Stock Grant Agreement annexed hereto as Exhibit B. Restrictions on such restricted shares shall lapse on the second anniversary following the Effective Time, so long as, on such date, the Company and the Executive agree that the Executive has satisfied such performance goals as may be mutually agreed upon forfeited by the Executive and the CEO. If the Company terminates Executive's employment during the Term due to a Without Cause Termination, all restrictions on such shares shall immediately lapse, provided that such performance goals have been satisfied you as of the date of termination. Upon a Termination for Cause Separation Date and (B) to the extent already vested and unrestricted as of the Executive Separation Date, shall be retained by you. Until the date on which the Company files its Annual Report on Form 10-K for the fiscal year of the Company ended December 31, 2002, you shall continue to be subject to all trading restrictions in Company securities that generally apply (if any) to the Company's senior management and directors, as if your employment had not ceased. Attached hereto as Annex A is a list of the outstanding vested stock options exercisable by you as of the Separation Date and the outstanding restricted stock awards previously granted to you that had vested (and therefore were not forfeited) as of the Separation Date. In addition, before selling or otherwise transferring any shares of the Company's Common Stock beneficially owned by you during the Termperiod from the Separation Date through October 9, 2005 (including but not limited to any shares the beneficial ownership of which is attributed to you under the rules of the Securities and Exchange Commission and any shares that were acquired or may be acquired by you upon the exercise of stock options or pursuant to the Company's deferred bonus plan), (x) you shall notify the Company of any intention to sell publicly any such shares and shall afford the Company a ten-day period during which the Company (or, to the extent the Company declines such option, one or more of its affiliates) may elect to purchase all or any portion of such shares at a price equal to the average of the Closing Prices of the Common Stock on the day you notify the Company of your intention to sell, the day the Company notifies you of its election to purchase such shares, whether or not previously vestedand all intervening days, provided, however, that if the Company elects to purchase any such shares, you shall be immediately forfeited. (iii) In addition have no obligation to actually sell any shares if the average price calculated as described above is more than 7.5% below the Closing Price on the date you gave notice to the grants set forth Company, and the Company (or its affiliate) shall have 14 days from the day you notified them of your intention to sell to complete the purchase, (y) in Sections 3(c)(i) and 3(c)(ii) the event of any private sale of such shares or any transfer of such shares without consideration (for example, by gift), you shall obtain the transferee's written agreement to comply with the terms of this Section 3sentence with respect to any proposed future sale or transfer of such shares by such transferee, and (z) during the Executive shallperiod from the date hereof through October 9, on and following the Effective Time2005, be eligible for consideration for stock option grants and restricted stock awards at such times as other similarly situated executives, in accordance with you shall not sell shares of the Company's customary practicecommon stock or other Company securities in public markets transactions in amounts greater than the volume limits that would have applied if you had continued to be subject to Paragraph (e)(1) of Rule 144 under the Securities Act throughout such period.

Stock Options and Restricted Stock Awards. (a) Executive shall not be granted any and shall not be entitled to receive any new stock options or restricted stock awards after the Effective Date. Executive’s existing stock options will continue to vest during the Salary Continuation Period in accordance with their vesting schedules. Executive’s stock options shall terminate according to the dates shown in the Stock Optionee Statement dated February 13, 2003 as delivered to the Executive. From and after the Effective Date, Executive shall not be eligible to be issued replacement stock options upon exercise of any options held by him. Notwithstanding anything contained in this Section 6, if, at any time prior to the date of exercise of any stock option, Executive engages in: (i) Subject to the terms and conditions of the Company's 1994 Stock Option and Restricted Stock Plan (the "Plan"), at the Effective Time, the Company and the Executive will enter into the Stock Option Award Agreement annexed hereto as Exhibit A. The options granted pursuant to such agreement shall vest and become exercisable in installments of twenty-five percent per year commencing on the first anniversary following the Effective Time, provided that the conduct for which Executive is employed by the Company convicted of a felony, or any of its affiliates on each such anniversary date. If the Company terminates Executive's employment during the Term due to a Without Cause Termination, all such options shall vest and become immediately exercisable for ninety days following the date of such termination, after which date all options shall lapse. Upon a Termination for Cause of the Executive by the Company during the Term, all such options, whether or not previously vested, shall immediately lapse. (ii) Subject to conduct that would constitute a breach of this Agreement under Paragraphs 11, 12 or 13; then the terms and conditions of the Plan, at the Effective Time, the Company and the Executive will enter into the Restricted Stock Grant Agreement annexed hereto as Exhibit B. Restrictions on such restricted shares Executive’s unexercised stock options shall lapse on the second anniversary following the Effective Time, so long as, on such date, the Company and the Executive agree that the Executive has satisfied such performance goals as may be mutually agreed upon by the Executive and the CEO. If the Company terminates Executive's employment during the Term due to a Without Cause Termination, all restrictions on such shares shall immediately lapse, provided that such performance goals have been satisfied terminate as of the date of termination. Upon a Termination for Cause of the on which Executive by the Company during the Term, all entered into such shares, whether or not previously vested, shall be immediately forfeitedactivity. (iiib) In addition Executive will be entitled to the grants set forth in Sections 3(c)(i) and 3(c)(ii) a distribution of this Section 3, the Executive shall, on and following the Effective Time, be eligible for consideration for stock option grants and his restricted stock awards at such times as other similarly situated executivesunder the Company’s long-term incentive plans. In particular, Executive shall receive his awards under the FY01-03 LTPIP, FY03-05 LTRSU, and FY02 AIP RSU. The FY01-03 LTPIP award shall be calculated in accordance a manner consistent with the Company's methodology used to calculate awards for other similar situated participants in the LTPIP and shall be distributed in September 2003 at the same time that awards under the FY01-03 LTPIP are distributed generally to plan participants. The FY03-05 LTRSU shall vest and be distributed on or about August 30, 2005. The FY02 AIP RSU shall vest and be distributed on or about June 28, 2003. The awards shall be reduced by applicable withholding and other customary practicepayroll deductions. (c) Executive’s April 27, 2000 award of Growth Initiative Shares (“GIS Award”) and his April 29, 1998 award of retention shares (the “1998 Award”) shall continue to vest during the Salary Continuation Period. The GIS Award shall be distributed 50% on April 27, 2003 and the remaining 50% on April 27, 2004. The 1998 Award shall fully vest on April 29, 2003 and be distributed in the normal course without unreasonable delay thereafter. The awards shall be reduced by applicable withholding and other customary payroll deductions.