Grant and Vesting Clause Samples

Grant and Vesting. (a) Except as otherwise provided in this Award Agreement, provided that the Participant remains employed by the Company on such date, the Restricted Stock Units subject to this Award Agreement shall vest in accordance with the following schedule (the “Service Condition”):

Grant and Vesting. (a) The Performance Shares will be earned by the Participant (subject to Vesting), as provided below only as, when and to the extent the Performance Goals (defined in the Incentive Plans) are met as of the end of the three year period of [insert performance period] Plan Years (the Award Date). If the Performance Goals are not met, than the Performance Shares granted herein shall lapse and be of no further force or effect. (b) In addition, the Performance Shares subject to this Grant shall Vest as follows (the “Service Condition”): [insert vesting percentages] of such Performance Shares shall vest upon the Award Date if the Participant receiving such award remains employed by the Company on the Award Date. Notwithstanding the foregoing, if a Participants employment with the Company is terminated because of [insert exceptions to forfeiture provisions, if any], then the Service Condition shall be deemed to have been met as to a portion of the unvested Performance Shares as equals the percent of the Service Condition which has been met as of the Termination Event. [Include as example if exceptions to forfeiture provisions are approved by Committee - By way of example, if a Participant dies 12 months following the Award Date of the Participation Award, then the Participant (or the Participants estate) will receive 1/3rd of the Performance Shares which would otherwise have Vested upon satisfaction of the Service Condition (12 months as a percent of 36 months).]

Grant and Vesting. (a) Pursuant to the Unanimous Consent of Directors of the Company dated August 26, 1997, the Company hereby grants to the Optionee an option (the "Option") to purchase up to 862,000 shares of the Company's common stock, $.00001 par value per share (the "Option Shares") at the price of $5.81 per share (the "Purchase Price" or "Exercise Price") representing the closing bid price on August 29, 1997. (b) This option shall vest and become exercisable with respect to 250,000 option shares on this grant date and the balance of 612,000 option shares vesting and becoming exercisable at the rate of 17,000 option shares on each full month anniversary of employment thereafter with all shares vesting and become exercisable on August 31, 2000. (c) Additionally 306,000 option shares (deducted from the farthest out months vesting) shall vest and become exercisable upon the achievement of a significant licensing agreement during Optionee's employment, as determined by the Board of Directors in its sole discretion. (d) Subject to the provisions hereof, immediately prior to the closing of a transaction as described in Section 5(b)(2) of the Optionee's Employment Agreement dated September 1, 1997 ("Corporate Transaction"), the exerciseability of each option granted to purchase shares of Common Stock that is outstanding immediately prior to the closing of such Corporate Transaction, will be automatically accelerated so that each such option will, immediately prior to the closing date for the Corporate Transaction, become fully exerciseable with respect to the total number of shares issuable upon exercise thereof and may be exercised prior to the closing of such Corporate Transaction for all or any portion of such shares. (e) This Option is granted separately at the discretion of the Board of Directors and is not an option pursuant to the 1992 option plans. Both the Purchase Price and the number of Option Shares purchasable may be adjusted pursuant to Paragraph 9 hereof.

Grant and Vesting. The Company hereby grants to the Executive the right and option (the “Option”) to purchase an aggregate of ___shares of Common Stock (the “Shares”) at an exercise price of $1.51 per Share, reflecting the closing price of the Common Stock on the Valuation Date (as defined in the Incentive Plan). In the event that the Executive continues to serve as an executive officer of the Company until a vesting event, the Option shall vest and become exercisable for 40% of the Shares on the Initial Vesting Date and for 100% of the Shares on the Final Vesting Date and shall remain exercisable until the second anniversary of the vesting event (the “Option Period”).

Grant and Vesting. Participant is hereby granted the number of Restricted Stock Units set forth on the signature page hereto. The Restricted Stock Units shall be eligible to vest based on the achievement of the Performance Goals set forth on Exhibit A (the date a Restricted Stock Unit Vests, a “Vesting Date”), subject to Participant’s continued service or employment, as applicable, through the applicable Vesting Date. Any unvested Restricted Stock Units that do not become vested on or prior to Participant’s termination of service or employment, as applicable, with the Company and its Affiliates shall be forfeited, and Participant shall have no further rights with respect thereto, effective as of the date of such termination.

Grant and Vesting. The Restricted Shares subject to this Grant shall Vest as follows (the “Service Condition”): One hundred percent (100%) of such Restricted Shares shall vest upon on February 2, 2019 (the “Award Date”) if the Participant receiving such award remains employed by the Company on the Award Date. Notwithstanding the foregoing, if a Participant’s employment with the Company is terminated because of a Termination Event (as defined in the Incentive Plan relating to death, disability, retirement at or after the Participant’s 62nd birthday, or termination within a certain time following a Change of Control), then the Service Condition shall be deemed to have been met as to a portion of the unvested Restricted Shares as equals the percent of the Service Condition which has been met as of the Termination Event. By way of example, if a Participant dies 12 months following the Award Date of the Participation Award, then the Participant (or the Participant’s estate) will receive 1/3rd of the Restricted Shares which would otherwise have Vested upon satisfaction of the Service Condition (12 months as a percent of 36 months).

Grant and Vesting. (a) One Million Five Hundred Thousand (1,500,000) of the Options are vested on the Grant Date. One Million Five Hundred Thousand (1,500,000) of the Options shall vest according to the Condition of Vesting explained in Section 3(b). The date on which such vesting occurs may be referred to below as the “Vesting Date.” (b) The ”Condition of Vesting” is that the Company’s common stock, par value $.001, which currently trades on the NASDAQ exchange, shall have traded publically, for not less than twenty (20) consecutive trading days at or above a minimum price of not less than Three Dollars ($3.00) per share, subject to any adjustment for any stock split or reverse stock split of the Company’s common stock. The Condition of Vesting shall not occur and all unexercised or unvested Options shall automatically be forfeited if any of the following events occurs: (i) Executive voluntarily resigns from Service as a Section 16 reporting officer of the Company or as a member of the Board; (ii) Executive, at the expiration of the Executive’s current term as a member of the Board declines nomination for an additional term as a member of the Board (or, having been nominated but not yet elected for an additional term, Executive voluntarily informs the Board that the Executive will not serve for an additional term if elected); (iii) at any time, regardless of whether Executive has been nominated for an additional term, because an event of Cause, is requested to resign, in accordance with the vote of a majority of Board members other than Executive; or (iv) Executive, for any other reason, with or without fault, and regardless of Cause, fails to continue in Service as an officer of the Company and as a member of its Board until the Condition of Vesting has been achieved.

Grant and Vesting. The Company hereby grants to the Holder Class D Warrants (“Warrants”) to purchase up to ________________ (______) shares of Common Stock at a purchase price equal to $3.50 per share of Common Stock (“Exercise Price”). The Warrants shall vest as to all shares of Common Stock immediately. The shares of Common Stock for which the Warrants may be exercised are referred to as the “Warrant Shares.”

Grant and Vesting. In consideration of Iconic granting through a sub-license to the Company of all of Iconic's licensing rights pursuant to the License Agreement (as defined in Section 8 below), and in furtherance of that certain agreement between Iconic and the Company dated April 3, 2009, (the “Transaction Agreement”), the Company hereby grants to the Holder warrants to purchase an aggregate of up to __________ shares of Common Stock (the "Warrants"), as adjusted and increased as provided herein, at a purchase price equal to $5.00 per share of Common Stock (the "Exercise Price"). The shares of Common Stock, or other securities for which the Warrants may be exercised as a result of transactions contemplated by Article II, are referred to as the "Warrant Shares."