Initial Grants. (a) In connection with the commencement of the Executive's employment, the Company will grant, effective on the Employment Date, to the Executive in accordance with the terms of the Stock Plan: (i) Eight Million Seven Hundred Thousand ($8,700,000) Dollars in face value on the effective date of the grant of restricted AXA Group ADRs which shall vest at the rate of one-third per year over three (3) years, with the first one-third to vest on the first anniversary of the Employment Date, (unless the Executive's employment is terminated by the Company other than for reasons defined in Section 9(a), or by the Executive for reasons defined in Section 9(d), in which case such vesting shall accelerate to the date of such termination). The number of restricted AXA Group ADRs granted to the Executive pursuant to this Section 7(a)(i) shall be calculated by dividing $8,700,000 by the closing price on the Employment Date for an AXA Group ADR as reported on the composite transaction tape of the New York Stock Exchange (as reported in the Wall Street Journal or, if not reported thereby, any other authoritative source chosen by the Committee) (the "Fair Market Value"). The Executive shall be entitled to receive all dividends and other distributions paid with respect to the restricted AXA Group ADRs granted pursuant to this Section 7(a)(i), provided that if any such dividends or distributions are paid in AXA Group ADRs, such AXA Group ADRs shall be subject to the same forfeiture restrictions and restrictions on transferability as apply to the restricted AXA Group ADRs with respect to which they were paid. (ii) Four Million Six Hundred Thousand ($4,600,000) Dollars in present value on the effective date of the grant of options to purchase AXA Group ADRs which shall vest at the rate of one-third per year over three (3) years, with the first one-third to vest on the first anniversary of the Employment Date, (unless the Executive's employment is terminated by the Company other than for reasons defined in Section 9(a), or by the Executive for reasons defined in Section 9(d), in which case such vesting shall accelerate to the date of such termination). The number of options granted pursuant to this Section 7(a)(ii) shall be calculated by dividing (x) $4,600,000 by (y) the product of 42% multiplied by the Fair Market Value on the Employment Date; all such options shall have an exercise price equal to the Fair Market Value on the Employment Date and a term of ten (10) years from the Employment Date; and if, prior to the expiration date of the term of any vested but unexercised options, the Executive's employment is terminated by the Company other than for reasons defined in Section 9(a), or by the Executive for reasons defined in Section 9(d), all such vested options (including those whose vesting is accelerated by reason of such termination) may be exercised at any time prior to the earlier of the expiration date of the term of the options or the fifth anniversary of the date of such termination of employment. (iii) Ten Million ($10,000,000) Dollars in present value on the effective date of the grant of options to purchase AXA Group ADRs which shall vest 25% on the third anniversary of the Employment Date, 25% on the fourth anniversary of the Employment Date, and the remaining 50% on the fifth anniversary of the Employment Date (unless the Executive's employment is terminated by the Company other than for reasons defined in Section 9(a), or by the Executive for reasons defined in Section 9(d), in which case the number of options whose vesting shall accelerate to the date of such termination shall be determined by (x) multiplying the number of options granted pursuant to this Section 7(a)(iii) by a fraction whose numerator is the number of whole calendar months from the Employment Date to the date of such termination and whose denominator is sixty (60) and (y) subtracting the number of such options that have vested prior to the date of such termination.) The number of options granted pursuant to this Section 7(a)(iii) shall be calculated by dividing (x) $10,000,000 by (y) the product of 42% multiplied by the Fair Market Value on the Employment Date; all such options shall have an exercise price equal to the Fair Market Value on the Employment Date and a term of ten (10) years from the Employment Date; and if, prior to the expiration date of the term of any vested but unexercised options, the Executive's employment is terminated by the Company other than for reasons defined in Section 9(a), or by the Executive for reasons defined in Section 9(d), all such vested options (including those whose vesting is accelerated by reason of such termination) may be exercised at any time prior to the earlier of the expiration date of the term of the options or the fifth anniversary of the date of such termination of employment. (b) Promptly after the Employment Date the Company will pay the Executive One Million ($1,000,000) Dollars subject to repayment in full by the Executive if his employment is terminated by the Company for reasons defined in Section 9(a), or by the Executive other than for reasons defined in Section 9(d), prior to the first anniversary of the Employment Date. (c) No later than July 5, 2001 the Company will pay the Executive One Million Four Hundred Thousand ($1,400,000) Dollars for lost values incurred by the Executive in connection with the commencement of his employment with the Company.
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Initial Grants. (a) In connection with the commencement of the Executive's employment, the Company will grant, effective on the Employment Date, to the Executive in accordance with the terms of the Stock PlanPlan or other relevant long-term incentive compensation program of the Company or any of its affiliates:
(ia) Eight Million Seven Five Hundred Thousand ($8,700,000500,000) Dollars in face value on the effective date of the grant Employment Date of restricted AXA Group ADRs which shall vest at the rate have a vesting schedule pursuant to which 100% of onesuch restricted AXA Group ADRs shall become non-third per year over three (3) years, with the first one-third to vest forfeitable and transferable on the first third anniversary of the Employment Date, date of grant (unless the Executive's employment is terminated by the Company other than for reasons defined in Section 9(a8(a), or by the Executive for reasons defined in Section 9(d8(d), in which case such vesting shall accelerate to the date of such termination). The number of restricted AXA Group ADRs granted to the Executive pursuant to this Section 7(a)(i6(a) shall be calculated by dividing $8,700,000 500,000 by the closing price on the Employment Date for an AXA Group ADR as reported on the composite transaction tape of the New York Stock Exchange (as reported in the Wall Street Journal or, or if not reported thereby, any other authoritative source chosen by the O&C Committee) (the "Fair Market Value"). The Executive shall be entitled to receive all dividends and other distributions paid with respect to the restricted restated AXA Group ADRs granted pursuant to this Section 7(a)(i6(a), provided that if any such dividends or distributions are paid in AXA Group ADRs, such AXA Group ADRs shall be subject to the same forfeiture restrictions and restrictions on transferability as apply to the restricted AXA Group ADRs with respect to which they were paid.
(iib) Four Million Six Five Hundred Thousand ($4,600,000500,000) Dollars in present value on the effective date of the grant first meeting of the AXA Group Management Board on or after the Employment Date (the "Option Grant Date") of options to purchase AXA Group ADRs ordinary shares which shall vest at the rate of have a vesting schedule pursuant to which one-third per year over three (3) years, with the first one-third to of such options shall vest on the first anniversary each of the Employment Datesecond, third and fourth anniversaries of the Option Grant Date (unless the Executive's employment is terminated by the Company other than for reasons defined in Section 9(a8(a), or by the Executive for reasons defined in Section 9(d8(d), in which case such vesting shall accelerate to the date of such termination). The number of options granted pursuant to this Section 7(a)(ii6(b) shall be calculated by dividing (x) the euro amount equal to the product of $4,600,000 500,000 multiplied by the U.S. dollar/euro exchange rate on the Option Grant Date by (y) the product of 4239% multiplied by the greater of (I) the average of the opening prices of the AXA ordinary share on the Euronext Paris over the 20 trading days immediately preceding the Option Grant Date and (II) the closing price for an AXA ordinary share, as published by Euronext Paris, on the Option Grant Date (provided that if such date is not a trading day, the closing price on the first trading day immediately preceding such date shall be used) (the greater of (I) and (II) hereinafter referred to as the "Euro Fair Market Value on Value"). In the Employment Date; all event (I) is greater than (II), the number of options granted to the Executive under this paragraph 6(b) shall be increased by an amount equal to the quotient obtained by dividing (i) the product of the excess of (I) over (II) multiplied by the number of options that would otherwise be granted to the Executive under this paragraph 6(b) by (ii) 39% multiplied by the exercise price of such options. All such options shall have an exercise price in euro equal to the Euro Fair Market Value on the Employment Option Grant Date and a term of ten (10) years from the Employment Date; Option Grant Date and if, prior shall otherwise be subject to the expiration date terms and conditions of the term of any vested but unexercised options, the Executive's employment is terminated by the Company other than AXA Stock Option Plan for reasons defined in Section 9(a), or by the Executive for reasons defined in Section 9(d), all such vested options (including those whose vesting is accelerated by reason of such termination) may be exercised at any time prior to the earlier of the expiration date of the term of the options or the fifth anniversary of the date of such termination of employmentAXA Financial Employees and Associates.
(iii) Ten Million ($10,000,000) Dollars in present value on the effective date of the grant of options to purchase AXA Group ADRs which shall vest 25% on the third anniversary of the Employment Date, 25% on the fourth anniversary of the Employment Date, and the remaining 50% on the fifth anniversary of the Employment Date (unless the Executive's employment is terminated by the Company other than for reasons defined in Section 9(a), or by the Executive for reasons defined in Section 9(d), in which case the number of options whose vesting shall accelerate to the date of such termination shall be determined by (x) multiplying the number of options granted pursuant to this Section 7(a)(iii) by a fraction whose numerator is the number of whole calendar months from the Employment Date to the date of such termination and whose denominator is sixty (60) and (y) subtracting the number of such options that have vested prior to the date of such termination.) The number of options granted pursuant to this Section 7(a)(iii) shall be calculated by dividing (x) $10,000,000 by (y) the product of 42% multiplied by the Fair Market Value on the Employment Date; all such options shall have an exercise price equal to the Fair Market Value on the Employment Date and a term of ten (10) years from the Employment Date; and if, prior to the expiration date of the term of any vested but unexercised options, the Executive's employment is terminated by the Company other than for reasons defined in Section 9(a), or by the Executive for reasons defined in Section 9(d), all such vested options (including those whose vesting is accelerated by reason of such termination) may be exercised at any time prior to the earlier of the expiration date of the term of the options or the fifth anniversary of the date of such termination of employment.
(b) Promptly after the Employment Date the Company will pay the Executive One Million ($1,000,000) Dollars subject to repayment in full by the Executive if his employment is terminated by the Company for reasons defined in Section 9(a), or by the Executive other than for reasons defined in Section 9(d), prior to the first anniversary of the Employment Date.
(c) No later than July 5, 2001 the Company will pay the Executive One Million Four Hundred Thousand ($1,400,000) Dollars for lost values incurred by the Executive in connection with the commencement of his employment with the Company.
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