Common use of Restricted Stock and Options Clause in Contracts

Restricted Stock and Options. On the Closing Date, and subject to complying with all applicable Laws, the Parent shall grant to the employees of the Company listed on Section 5.10 of the Purchaser Disclosure Schedule, restricted stock units and/or options, in accordance with the Parent's Stock Option Plan for Convedia Employees (the "AWARDS"). The aggregate value of the restricted stock units and/or options granted to employees of the Company listed on Section 5.10 of the Purchaser's Disclosure Schedule shall be no less than $5,000,000 based on the Black-Scholes valuation (using the assumptions generally used by the Parent to value its options) of the options five trading days prior to the Closing Date and based on the closing price of the Parent's common stock on the NASDAQ Global Select Market on the fifth trading day prior to the Closing Date. The options granted to such employees shall be at an exercise price equal to the closing price of the common stock of the Parent last reported on the NASDAQ Global Select Market on the Closing Date. With respect to any options granted to such employees, one third of the total option shares subject to the option shall vest and first become exercisable on the first anniversary of the Closing Date, and thereafter an additional 1/36th of the total option shares subject to the option shall vest and become exercisable in equal monthly increments over the next 24 months, with all option shares subject to the option becoming fully exercisable on the third anniversary of the Closing Date. With respect to any restricted stock units granted to such employees, the restrictions associated with the right to receive one third of the number of shares of common stock of the Parent subject to such grant of restricted stock units shall lapse on the first anniversary of the Closing Date, and the restrictions associated with the right to receive an additional one third of the number of shares of common stock of the Parent subject to such grant of restricted stock units shall lapse on each succeeding anniversary thereof such that all restrictions relating to such rights to receive shares of common stock of Ranger are fully lapsed on the third anniversary of the Closing Date.

Restricted Stock and Options. On Effective as of the Closing Effective Date, and subject to complying with all applicable Laws, the Parent Executive shall grant to the employees be granted 75,000 shares of the Company listed on Section 5.10 of the Purchaser Disclosure ScheduleCompany's Common Stock, restricted stock units and/or options, in accordance with the Parent's Stock Option Plan for Convedia Employees $1.00 par value (the "AWARDSCommon Stock"). The aggregate value Such shares shall be subject to four year vesting on the basis of 18,750 shares of Common Stock on each anniversary of the restricted stock units and/or options granted to employees Effective Date; provided, however, if the employment of the Company listed on Section 5.10 of the Purchaser's Disclosure Schedule shall be no less than $5,000,000 based on the Black-Scholes valuation (using the assumptions generally used by the Parent to value its options) of the options five trading days Executive under this Agreement is terminated prior to the Closing Date and based shares being fully vested for any reason other than by the Company for Cause or Disability, the death of the Executive or by the Executive for any reason other than for Good Reason, such shares shall become vested on the closing price termination date. Until the shares of Common Stock so granted are vested, the Executive may not transfer, pledge or dispose of the Parent's common stock unvested shares. The Executive, however, may vote any unvested shares and be entitled to receive any dividends or distributions (other than non cash distributions, which shall be subject to the same vesting restrictions as the shares of Common Stock for which such distributions were received). The Company may also hold the unvested shares until they have vested. The Executive may elect to deliver shares of Common Stock (valued at their then current market price) to the Company in satisfaction of any withholding obligation the Company may have on the NASDAQ Global Select Market vesting of such shares. Such shares shall be subject to accelerated vesting as provided in Section 4(a). Such shares shall also be subject to accelerated vesting on a change of control as defined in the fifth trading day prior to Company's form of stock option agreement, with the Closing Dateproposed merger with Weat▇▇▇▇▇▇▇ ▇▇▇erra, Inc. not resulting in any acceleration of such vesting. The Executive shall also receive options granted under the Company's stock option plan to such employees shall be purchase an aggregate of 100,000 shares of Common Stock at an exercise price per share equal to the closing sale price of the common stock a share of the Parent last reported Common Stock on the NASDAQ Global Select Market Effective Date, such options to be subject to three year vesting on the Closing Date. With respect to any options granted to such employees, one basis of one-third of the total option shares subject to the option shall vest and first become exercisable on the first anniversary of the Closing Date, and thereafter an additional 1/36th of the total option shares subject to the option shall vest and become exercisable in equal monthly increments over the next 24 monthsper year, with all option shares subject to the option becoming fully exercisable on the third anniversary proposed merger with Weat▇▇▇▇▇▇▇ Enterra, Inc. not resulting in any acceleration of the Closing Date. With respect to any restricted stock units granted to such employees, the restrictions associated with the right to receive one third of the number of shares of common stock of the Parent subject to such grant of restricted stock units shall lapse on the first anniversary of the Closing Date, and the restrictions associated with the right to receive an additional one third of the number of shares of common stock of the Parent subject to such grant of restricted stock units shall lapse on each succeeding anniversary thereof such that all restrictions relating to such rights to receive shares of common stock of Ranger are fully lapsed on the third anniversary of the Closing Datevesting.