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

Stock Options and Restricted Stock Awards. Prior to the date of this Agreement, Employee has been granted stock options in two separate grants under the Company’s Amended and Restated 1996 Stock Option Plan (the “1996 Plan”): (i) August 31, 2000; and (ii) January 11, 2002 (collectively, the “1996 Plan Grants”) and one stock option grant under the Company’s Amended and Restated 2000 Stock Option Plan (the “2000 Plan”): Xxxxx 00, 0000 (xxx “2000 Plan Grant”). While the shares, to the extent not already vested and exercisable, underlying the 1996 Plan Grants vest and become immediately exercisable upon a Change of Control (as defined in the 1996 Plan), the shares, to the extent not already vested and exercisable, underlying the 2000 Plan Grant will vest and become immediately exercisable upon a Change in Control (as defined in this Agreement). All shares underlying future grants of stock options and/or restricted stock awards, if any, to Employee under the 1996 Plan, the 2000 Plan and/or any other stock based incentive plan of the Company existing as of the date of this Agreement or during the Term, will vest and become immediately exercisable upon a Change in Control. This Change in Control vesting provision will be reflected in each stock option agreement for each stock option grant and/or restricted stock award, if any, granted under the 1996, the 2000 Plan and/or any other stock based incentive compensation plan of the Company as of the date of this Agreement or after the date of this Agreement during the Term. Except as otherwise expressly set forth herein, all of the terms, provisions and conditions of the 1996 Plan Grants and the 2000 Plan Grant shall remain in full force and effect unaltered and unaffected hereby. In addition, in any stock option grant and/or restricted stock award under the 1996 Plan, the 2000 Plan and/or any other stock based compensation plan of the Company as of or after the date of this Agreement during the Term, the definition of Cause in this Agreement shall be the definition used in any such stock option grant and/or restricted stock award. As to: (a) any stock options granted under the 1996 Plan, the 2000 Plan and/or any other stock based incentive plan of the Company existing as of or subsequent to the date of this Agreement, during the Term or during Employee’s employment with the Company and Edgewater Delaware, if subsequent to the Term; and/or (b) any restricted stock awards issued under any stock based incentive compensation plan existing as of or subsequent to the date of this Agreement, during the Term or during Employee’s employment with the Company and Edgewater, if subsequent to the Term, among other terms, provisions and conditions in such grants and/or awards, in each of (a) and (b), the shares underlying each such stock option grant, if any, and/or restricted stock award, if any, shall vest and: (i) as to stock option grants become immediately exercisable by Employee for the period specified in such grant; and (ii) as to restricted stock awards become shares of Employee not subject to any redemption option, in the event of: (x) termination of Employee’s employment by the Company and Edgewater Delaware for any reason, other than those referenced in Section 5(a)(i) – (iii); or (y) termination by Employee for Good Reason only. The parties to this Agreement further acknowledge that the 1996 Plan Grants and the 2000 Plan Grant will be amended and restated immediately following the date of this Agreement to reflect, among other things, the applicable terms, provisions and conditions of this Section 3.2.

Stock Options and Restricted Stock Awards. Prior to the date of this Agreement, Employee has been granted stock options in two separate grants under the Company’s Amended and Restated 1996 Stock Option Plan (the “1996 Plan”): (i) August 31, 2000; and (ii) January 11, 2002 (collectively, the “1996 Plan Grants”) and one stock option grant under the Company’s Amended and Restated 2000 Stock Option Plan (the “2000 Plan”): Xxxxx 00April 18, 0000 2001and June 8, 2002 (xxx collectively the “2000 Plan GrantGrants”). While the shares, to To the extent not already vested and exercisable, underlying the 1996 Plan Grants vest and become immediately exercisable upon a Change of Control (as defined in the 1996 Plan), the shares, to the extent not already vested and exercisable, shares underlying the 2000 Plan Grant Grants will vest and become immediately exercisable upon a Change in Control (as defined in this Agreement). All shares underlying future grants of stock options and/or restricted stock awards, if any, to Employee under the Company’s Amended and Restated 1996 Stock Option Plan (the “1996 Plan”), the 2000 Plan and/or any other restricted stock based incentive plan of the Company existing as of the date of this Agreement or during the Term, will vest and become immediately exercisable upon a Change in Control. This Change in Control vesting provision will be reflected in each stock option agreement for each stock option grant and/or restricted stock award, if any, granted under the 19961996 Plan, the 2000 Plan and/or any other stock based incentive compensation plan of the Company as of the date of this Agreement or after the date of this Agreement during the Term. Except as otherwise expressly set forth herein, all of the terms, provisions and conditions of the 1996 2000 Plan Grants and the 2000 Plan Grant shall remain in full force and effect unaltered and unaffected hereby. In addition, in any stock option grant and/or restricted stock award under the 1996 Plan, the 2000 Plan and/or any other stock based compensation plan of the Company as of or after the date of this Agreement during the Term, the definition of Cause in this Agreement shall be the definition used in any such stock option grant and/or restricted stock award. As to: (a) any stock options granted under the 1996 Plan, the 2000 Plan and/or any other stock based incentive plan of the Company existing as of or subsequent to the date of this Agreement, during the Term or during Employee’s employment with the Company and Edgewater Delaware, if subsequent to the Term; and/or (b) any restricted stock awards issued under any stock based incentive compensation plan existing as of or subsequent to the date of this Agreement, during the Term or during Employee’s employment with the Company and Edgewater, if subsequent to the Term, among other terms, provisions and conditions in such grants and/or awards, in each of (a) and (b), the shares underlying each such stock option grant, if any, and/or restricted stock award, if any, shall vest and: (i) as to stock option grants become immediately exercisable by Employee for the period specified in such grant; and (ii) as to restricted stock awards become shares of Employee not subject to any redemption option, in the event of: (x) termination of Employee’s employment by the Company and Edgewater Delaware for any reason, other than those referenced in Section 5(a)(i) – (iii); or (y) termination by Employee for Good Reason only. The parties to this Agreement further acknowledge that the 1996 Plan Grants and the 2000 Plan Grant will be amended and restated immediately following the date of this Agreement to reflect, among other things, the applicable terms, provisions and conditions of this Section 3.2.

Stock Options and Restricted Stock Awards. Prior to the date of this Agreement, Employee has been granted stock options in two three separate grants under the Company’s Amended and Restated 1996 2000 Stock Option Plan (the “1996 Plan”): (i) August 31, 2000; and (ii) January 11April 26, 2001; and (iii) June 8, 2002 (collectively, the “1996 2000 Plan Grants”) and one stock option grant under the Company’s Amended and Restated 2000 Stock Option Plan (the “2000 Plan”): Xxxxx 00, 0000 (xxx “2000 Plan Grant”). While the shares, to the extent not already vested and exercisable, underlying the 1996 Plan Grants vest and become immediately exercisable upon a Change of Control (as defined in the 1996 Plan), the The shares, to the extent not already vested and exercisable, underlying the 2000 Plan Grant Grants will vest and become immediately exercisable upon a Change in Control (as defined in this Agreement). All shares underlying future grants of stock options and/or restricted stock awards, if any, to Employee under the Company’s Amended and Restated 1996 Stock Option Plan (the “1996 Plan”), the 2000 Plan and/or any other stock based incentive plan of the Company existing as of the date of this Agreement or during the Term, will vest and become immediately exercisable upon a Change in Control. This Change in Control vesting provision will be reflected in each stock option agreement for each stock option grant and/or restricted stock award, if any, granted under the 1996, the 2000 Plan and/or any other stock based incentive compensation plan of the Company as of the date of this Agreement or after the date of this Agreement during the Term. Except as otherwise expressly set forth herein, all of the terms, provisions and conditions of the 1996 2000 Plan Grants and the 2000 Plan Grant shall remain in full force and effect unaltered and unaffected hereby. In addition, in any stock option grant and/or restricted stock award under the 1996 Plan, the 2000 Plan and/or any other stock based compensation plan of the Company as of or after the date of this Agreement during the Term, the definition of Cause in this Agreement shall be the definition used in any such stock option grant and/or restricted stock award. As to: (a) any stock options granted under the 1996 Plan, the 2000 Plan and/or any other stock based incentive plan of the Company existing as of or subsequent to the date of this Agreement, during the Term or during Employee’s employment with the Company and Edgewater Delaware, if subsequent to the Term; and/or (b) any restricted stock awards issued under any stock based incentive compensation plan existing as of or subsequent to the date of this Agreement, during the Term or during Employee’s employment with the Company and Edgewater, if subsequent to the Term, among other terms, provisions and conditions in such grants and/or awards, in each of (a) and (b), the shares underlying each such stock option grant, if any, and/or restricted stock award, if any, shall vest and: (i) as to stock option grants become immediately exercisable by Employee for the period specified in such grant; and (ii) as to restricted stock awards become shares of Employee not subject to any redemption option, in the event of: (x) termination of Employee’s employment by the Company and Edgewater Delaware for any reason, other than those referenced in Section 5(a)(i) – (iii); or (y) termination by Employee for Good Reason only. The parties to this Agreement further acknowledge that the 1996 2000 Plan Grants and the 2000 Plan Grant will be amended and restated immediately following the date of this Agreement to reflect, among other things, the applicable terms, provisions and conditions of this Section 3.2.