Common use of Restricted Stock and Stock Options Clause in Contracts

Restricted Stock and Stock Options. The Employee has purchased shares of Class A Common Stock of the Employer pursuant the Securities Purchase and Stockholders Agreement, dated as of the date hereof, between the Employer and the Employee (the "1999 Purchase Agreement"), and has been granted options to acquire shares of Class A Common Stock of the Employer, pursuant to the Stock Option Agreement, dated as of September 26, 1998, between the Employer and the Employee (the "1998 Stock Option Agreement") and the Stock Option Agreement, dated as of the date hereof, between the Employer and the Employee (the "1999 Stock Option Agreement" and collectively, with the 1998 Stock Option Agreement, the "Stock Option Agreements"). The stock options granted to the Employee under the 1998 Stock Option Agreement were granted pursuant to the Employer's 1997 Stock Option Plan and are fully vested and exercisable as of the date hereof. The stock options granted to the Employee under the 1999 Stock Option Agreement were granted pursuant to the Employer's 1999 Stock Option Plan and are subject to vesting in accordance with the terms of the 1999 Stock Option Agreement. The 1999 Purchase Agreement and the Stock Option Agreements are referred to in this Agreement as the "Other Agreements." The Employee shall be entitled to participate in current or future equity incentive plans adopted by the Employer on terms substantially similar to those offered to members of the Employer's Executive Committee or other division Presidents of the Employer. Such grants may be awarded from time to time in the sole discretion of the Employer's Board of Directors. Except as otherwise provided in the 1999 Stock Option Agreement and in this Agreement with respect to payments under the Executive Bonus Plan and except as hereafter mutually agreed by the Employer and the Employee, in the event of a Change in Control (as defined below), to the extent not fully vested at such time, the Employee shall become fully vested in all awards heretofore or hereafter granted to him under all incentive compensation, deferred compensation, stock option, stock appreciation rights, restricted stock, phantom stock or other similar plans maintained by the Employer.

Restricted Stock and Stock Options. The As an additional material inducement for the Employee's entering into this Agreement and his undertaking to perform the services referred to herein, the Employee has purchased will receive upon his commencement of employment hereunder: (a) 100,000 shares of Class A Common Stock of the Employer pursuant the Securities Purchase and Stockholders Agreement, dated common stock restricted as of the date hereof, between the Employer and the Employee to their ability to be sold (the "1999 Purchase Restricted Stock"), the restrictions to lapse at the close of business on June 30, 2001, so long as the Employee is still in the employ of the Company on that date, unless otherwise expressly provided in this Agreement. On the date on which the restrictions lapse or as soon as thereafter as reasonably practicable, all legends will be removed and fully registered and freely transferrable stock certificates for the shares for which the restrictions have lapsed shall be issued to the Employee. The grant of the Restricted Stock shall be made under the Company's Stock Incentive Plan ("Stock Incentive Plan"), a copy of which has been provided to the Employee. (b) Stock appreciation rights ("SARs") entitling the Employee to the appreciation in the value of 400,000 shares of common stock of the Company from the May 13, 1996 to the date of exercise. Due to the current insufficiency of stock available under the Stock Incentive Plan, SARs in respect of all 400,000 shares shall be issued pursuant to a Stock Appreciation Right Agreement (the "SAR Agreement"), and has been granted options to acquire shares a copy of Class A Common Stock which is attached hereto as Exhibit A. The terms of the Employer, pursuant to SARs shall be governed solely by the SAR Agreement attached hereto as Exhibit A. The SAR Agreement is not part of the Stock Option AgreementIncentive Plan, dated as of September 26but provides, 1998in effect, between that an option granted under the Employer and the Employee Stock Incentive Plan (the "1998 Plan Option") may be partially substituted for the SARs, all as set forth in the SAR Agreement. The exercise price of the Plan Option, if issued, shall be as set forth in paragraph 2(d) of the SAR Agreement, and the terms thereof shall otherwise be as set forth in the form of Stock Option Agreement under Stock Incentive Plan attached as Exhibit 1 to the SAR Agreement (the "Option Agreement"). (c) The Company will accurately, correctly and timely prepare and file or caused to be prepared and filed all reports required to be filed by the Stock Option Agreement, dated as Employee pursuant to Section 16 of the date hereofSecurities Exchange Act of 1934 and amendments thereto or similar provisions of any state statutory or common law, between the Employer including without limitation Forms 3, 4 and the Employee (the "1999 Stock Option Agreement" and collectively, 5 required to be filed with the 1998 Stock Option Agreement, the "Stock Option Agreements")Securities and Exchange Commission. The stock options granted to the Employee under the 1998 Stock Option Agreement were granted pursuant to the Employer's 1997 Stock Option Plan and are fully vested and exercisable as of the date hereof. The stock options granted to the Employee under the 1999 Stock Option Agreement were granted pursuant to the Employer's 1999 Stock Option Plan and are subject to vesting in accordance will cooperate with the terms of Company in assisting it in preparing and filing the 1999 Stock Option Agreement. The 1999 Purchase Agreement and the Stock Option Agreements are referred to in this Agreement as the "Other Agreementsreports." The Employee shall be entitled to participate in current or future equity incentive plans adopted by the Employer on terms substantially similar to those offered to members of the Employer's Executive Committee or other division Presidents of the Employer. Such grants may be awarded from time to time in the sole discretion of the Employer's Board of Directors. Except as otherwise provided in the 1999 Stock Option Agreement and in this Agreement with respect to payments under the Executive Bonus Plan and except as hereafter mutually agreed by the Employer and the Employee, in the event of a Change in Control (as defined below), to the extent not fully vested at such time, the Employee shall become fully vested in all awards heretofore or hereafter granted to him under all incentive compensation, deferred compensation, stock option, stock appreciation rights, restricted stock, phantom stock or other similar plans maintained by the Employer.

Restricted Stock and Stock Options. The Employee has purchased shares of Class A Common Stock of the Employer pursuant the Securities Purchase and Stockholders Agreement, dated as of the date hereof, between the Employer and the Employee (the "1999 Purchase Agreement"), and has been granted options to acquire shares of Class A Common Stock of the Employer, pursuant to the Stock Option Agreement, dated as of September 26, 1998, between the Employer and the Employee (the "1998 Stock Option Agreement") and the Stock Option Agreement, dated as of the date hereof, between the Employer and the Employee (the "1999 Stock Option Agreement" and collectively, with the 1998 Stock Option Agreement, the "Stock Option Agreements"). The stock options granted to the Employee under the 1998 Stock Option Agreement were granted pursuant to the Employer's 1997 Stock Option Plan and are fully vested and exercisable as of the date hereof. The stock options granted to the Employee under the 1999 Stock Option Agreement were granted pursuant to the Employer's 1999 Stock Option Plan and are subject to vesting in accordance with the terms of the 1999 Stock Option Agreement. The 1999 Purchase Agreement and the Stock Option Agreements are referred to in this Agreement as the "Other Agreements." The Employee shall be entitled to participate in current or future equity incentive plans adopted by the Employer on terms substantially similar to those offered to members of the Employer's Executive Committee or other division Presidents of the Employer. Such grants may be awarded from time to time in the sole discretion of the Employer's Board of Directors. Except as otherwise provided in the 1999 Stock Option Agreement and in this Agreement with respect to payments under the Executive Bonus Plan and except as hereafter mutually agreed by the Employer and the Employee, in the event of a Change in Control (as defined below), to the extent not fully vested at such time, the Employee shall become fully vested in all awards heretofore or hereafter granted to him under all incentive compensation, deferred compensation, stock option, stock appreciation rights, restricted stock, phantom stock or other similar plans maintained by the Employer.

Restricted Stock and Stock Options. The Employee has purchased shares of Class A Common Stock of the Employer pursuant to the Securities Purchase and Stockholders Agreement, dated as of May 28, 1997, between the Employer and the Employee (the "1997 Purchase Agreement"), and the Securities Purchase and Stockholders Agreement, dated as of the date hereof, between the Employer and the Employee (the "1999 Purchase Agreement", and collectively, with the 1997 Purchase Agreement, the "Purchase Agreements"), and has been granted options to acquire shares of Class A Common Stock of the Employer, pursuant to the Stock Option Agreement, dated as of May 28, 1997, between the Employer and the Employee (the "1997 Stock Option Agreement"), the Stock Option Agreement, dated as of September 26, 1998, between the Employer and the Employee (the "1998 Stock Option Agreement") and the Stock Option Agreement, dated as of the date hereof, between the Employer and the Employee (the "1999 Stock Option Agreement" and collectively, with the 1997 Stock Option Agreement and the 1998 Stock Option Agreement, the "Stock Option Agreements"). The stock options granted to the Employee under the 1997 Stock Option Agreement and the 1998 Stock Option Agreement were granted pursuant to the Employer's 1997 Stock Option Plan and are fully vested and exercisable as of the date hereof. The stock options granted to the Employee under the 1999 Stock Option Agreement were granted pursuant to the Employer's 1999 Stock Option Plan and are subject to vesting in accordance with the terms of the 1999 Stock Option Agreement. The 1999 Purchase Agreement Agreements and the Stock Option Agreements are referred to in this Agreement as the "Other Agreements." The Employee shall be entitled to participate in current or future equity incentive plans adopted by the Employer on terms substantially similar to those offered to members of the Employer's Executive Committee or other division Presidents of the Employer. Such grants may be awarded from time to time in the sole discretion of the Employer's Board of Directors. Except as otherwise provided in the 1999 Stock Option Agreement and in this Agreement with respect to payments under the Executive Bonus Plan and except as hereafter mutually agreed by the Employer and the Employee, in the event of a Change in Control (as defined below), to the extent not fully vested at such time, the Employee shall become fully vested in all awards heretofore or hereafter granted to him under all incentive compensation, deferred compensation, stock option, stock appreciation rights, restricted stock, phantom stock or other similar plans maintained by the Employer.

Restricted Stock and Stock Options. The Employee has purchased (a) Exhibit 2.07(a) sets forth a list of shares of Class A restricted Company Common Stock issued in connection with the merger of MetraHealth Acquisition Corp., a wholly owned subsidiary of the Employer pursuant Company, with and into HealthSpring, Inc. (the Securities Purchase "HealthSpring Merger") on March 9, 1995 ("Restricted Company Shares"), including the name of the holder and Stockholders Agreement, dated the number of Restricted Company Shares held by each such holder. All Restricted Company Shares shall be deemed to be vested as of the date hereofEffective Time, between shall be treated as outstanding for purposes of Section 2.01 and shall be entitled to receive the Employer and Merger Consideration pursuant to such Section. (b) Prior to the Effective Time, the Company shall amend its 1995 Employee Stock Option Plan (as so amended, the "1999 Purchase AgreementCompany Stock Plan"), and has been each option granted thereunder prior to such amendment (in each case in a manner satisfactory to Acquiror), to eliminate any provision requiring termination of options granted thereunder upon consummation of the Merger (including any provision converting options into the right to receive payments of cash or other consideration) and to permit such options to be converted into options to acquire shares of Class A Acquiror Common Stock in accordance with this Section 2.07. The aggregate number of shares of Company Common Stock issuable upon exercise of all options granted under the Company Stock Plan or otherwise outstanding as of the EmployerEffective Time shall not exceed 400,000. No option grants shall be made after the date of this Agreement under the Company Stock Plan, except to persons and in amounts and on the terms set forth on Sections 2.07(b) and 3.03 of the Company Disclosure Schedule or otherwise approved in writing by Acquiror. (c) At the Effective Time, each outstanding option to purchase shares of Company Common Stock issued pursuant to the Company Stock Plan, whether vested or unvested, shall be assumed by Acquiror (each, an "Assumed Stock Option") as follows: (i) Each Assumed Stock Option Agreementgranted prior to the date of this Agreement or after the date of this Agreement to the persons and in the amounts referenced in Section 3.03 of the Company Disclosure Schedule shall be deemed to constitute an option to acquire that number of shares of Acquiror Common Stock at the per share exercise price, dated in each case determined in accordance with the applicable formula set forth below, and otherwise on the same terms and conditions as of September 26, 1998, between the Employer and the Employee (the "1998 were applicable to such Company Stock Option Agreement"so converted. N = p * {[k + ((b-a) and the Stock Option Agreement, dated as of the date hereof, between the Employer and the Employee * c)] / (the "1999 Stock Option Agreement" and collectively0.8 * b)}, with the 1998 result rounded to the nearest integer Where: N = number of shares of Acquiror Common Stock for which such Assumed Stock Option Agreementmay be exercised S = exercise price per share of each Assumed Stock Option p = number of shares of Company Common Stock covered by Assumed Stock Option immediately prior to the Effective Time k = $123.62 a = $40.225 b = The greater of a and the closing price of one share of Acquiror Common Stock on the NYSE on the trading day immediately preceding the Effective Time c = k / (0.8 * a) (ii) At the Effective Time, each Assumed Option other than those issued prior to the date of this Agreement or those issued to the persons and in the amounts referenced in Section 3.03 of the Company Disclosure Schedule shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Assumed Stock Option, (A) a number of whole shares of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Stock (rounded down to the nearest whole share) with a value, valued at the closing price of Acquiror Common Stock on the NYSE on the trading day immediately preceding the Closing Date, equal to the value of the Company Common Stock, valued at a price per share of $494.49, that the holder of such Assumed Stock Option would have been entitled to receive had such holder exercised such option in full immediately prior to the Effective Time and (B) at an exercise price per share (rounded up to the nearest whole cent) equal to (1) the aggregate exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Assumed Stock Option divided by (2) the number of whole shares of Acquiror Common Stock deemed purchasable pursuant to such Assumed Stock Option; provided, however, that in the case of any Assumed Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("qualified stock options"), the "option price, the number of shares purchasable pursuant to such Assumed Stock Option Agreements"). The stock options granted and the terms and conditions of exercise of such Assumed Stock Option shall be determined in order to comply with Section 424(a) of the Code. (d) As soon as practicable after the Effective Time, Acquiror shall deliver to the Employee under the 1998 holders of Assumed Stock Option Agreement were granted Options appropriate notices setting forth such holders' rights with respect to such Assumed Stock Options pursuant to the Employer's 1997 Company Stock Option Plan and are fully vested the documents evidencing the grants of such Assumed Stock Options shall continue in effect on the same terms and exercisable as of the date hereof. The stock options granted conditions (subject to the Employee under the 1999 Stock Option Agreement were granted pursuant adjustments required by this Section 2.07 after giving effect to the Employer's 1999 Stock Option Plan Merger and are subject to vesting in accordance the assumption by Acquiror as set forth above). Acquiror shall comply with the terms of the 1999 Company Stock Option Agreement. The 1999 Purchase Agreement and the Stock Option Agreements are referred to in this Agreement as the "Other Agreements." The Employee shall be entitled to participate in current or future equity incentive plans adopted by the Employer on terms substantially similar to those offered to members of the Employer's Executive Committee or other division Presidents of the Employer. Such grants may be awarded from time to time in the sole discretion of the Employer's Board of Directors. Except as otherwise provided in the 1999 Stock Option Agreement and in this Agreement with respect to payments under the Executive Bonus Plan and except as hereafter mutually agreed by the Employer and the Employee, in the event of a Change in Control (as defined below)shall use reasonable efforts to ensure, to the extent not fully vested at required by, and subject to the provisions of, such timePlan, that Assumed Stock Options which qualified as qualified stock options prior to the Employee Effective Time continue to qualify as qualified stock options of Acquiror after the Effective Time. (e) Acquiror shall become fully vested take all corporate action necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon exercise of Assumed Stock Options. As soon as practicable, but in all awards heretofore no event more than 30 days, after the Effective Time, Acquiror shall file a registration statement on Form S-8 (or hereafter granted to him under all incentive compensation, deferred compensation, stock option, stock appreciation rights, restricted stock, phantom stock any successor or other similar plans maintained by appropriate form) with respect to the Employershares of Acquiror Common Stock subject to Assumed Stock Options and shall use its reasonable efforts to maintain the effectiveness of such registration statement (and maintain the current status of the prospectus or prospectuses referred to therein) for so long as any of such Assumed Stock Options remain outstanding. Acquiror shall administer the Company Stock Plan assumed pursuant to this Section 2.07 in a manner that complies with Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended. Acquiror shall take such other action as is reasonably necessary to effectuate the intents and purposes of this Section 2.07.

Restricted Stock and Stock Options. The Employee Upon the Executive’s complete and final voluntary termination of employment pursuant to Section 5(f) of this Agreement after attaining age sixty-two (62) and provided that the Executive has purchased shares been employed with the Company at least fifteen (15) years, (such complete and final voluntary termination of Class A Common Stock of the Employer pursuant the Securities Purchase and Stockholders Agreement, dated employment at such time referred to as of the date hereof, between the Employer and the Employee (the "1999 Purchase Agreement"“Retirement”), unvested grants of Restricted Stock and has been granted options Stock Options (collectively “Stock Grants”) awarded to acquire shares of Class A Common Stock of the Employer, Executive pursuant to the one or more Restricted Stock Agreements (“Restricted Stock Agreement”) and one or more Stock Option Grant Agreements (“Stock Option Agreement, dated as of September 26, 1998, between the Employer and the Employee (the "1998 Stock Option Agreement"”) and the Stock Option Agreement, dated as of the date hereof, between the Employer and the Employee (the "1999 Stock Option Agreement" and collectively, with the 1998 Stock Option Agreement, the "Stock Option Agreements"). The stock options granted to the Employee under the 1998 Stock Option Agreement were granted pursuant Cascade Bancorp 2008 Performance Incentive Plan (“Incentive Plan”) will continue to the Employer's 1997 Stock Option Plan and are fully vested and exercisable as of the date hereof. The stock options granted to the Employee under the 1999 Stock Option Agreement were granted pursuant to the Employer's 1999 Stock Option Plan and are subject to vesting vest following Retirement in accordance with the terms of vesting schedules set forth in the 1999 respective Restricted Stock Agreements and Stock Option Agreements, notwithstanding anything to the contrary under the applicable Restricted Stock Agreement, Stock Option Agreement or the Incentive Plan. The 1999 Purchase Agreement and Notwithstanding the preceding, this Section 4(f) shall not apply to that certain Stock Option Grant evidenced by the certain Stock Option Grant Agreements dated February 3, 2015. Vesting of the Stock Option Grants pursuant to the Agreements are referred dated February 3, 2015 will only occur pursuant to the terms and conditions contained in this Agreement as the "Other Agreements." The Employee shall be entitled to participate in current or future equity incentive plans adopted by the Employer on terms substantially similar to those offered to members 3. Section 8(a) of the Employer's Executive Committee or other division Presidents Agreement is hereby amended by deleting existing section 8(a) of the Employer. Such grants may be awarded from time Agreement in its entirety and substituting the following new Section 8(a) of the Agreement in its place: (a) the Company will pay to time Executive, within thirty (30) days of the effective date of the Change in Control, an amount equal to (i) 2.99 times the Executive’s Base Salary, plus (ii) an amount equal to 2.99 times the annual cash incentive at Target in effect for the Executive in the sole discretion of year in which the Employer's Board of Directors. Except as otherwise provided in the 1999 Stock Option Agreement and in this Agreement with respect to payments under the Executive Bonus Plan and except as hereafter mutually agreed by the Employer and the Employee, in the event of a Change in Control occurs (as defined belowthe “Change in Control Payment”), subject to adjustment as set forth below;” 4. Section 8 of the Agreement is hereby amended by adding the following new paragraphs to the extent not fully vested at such time, end of existing Section 8 of the Employee shall become fully vested in all awards heretofore or hereafter granted to him under all incentive compensation, deferred compensation, stock option, stock appreciation rights, restricted stock, phantom stock or other similar plans maintained by the Employer.Agreement:

Restricted Stock and Stock Options. The Employee has purchased shares of Class A Common Stock Parties acknowledge and agree that the restrictive period for part of the Employer pursuant outstanding, non-lapsed restricted shares granted to Executive by the Securities Purchase Company on May 31, 1999 (2,000 shares, 2-year restriction; and Stockholders 2,000 shares, 3-year restriction) has previously expired and been lifted. In addition, the Company agrees that in exchange for the release set forth in provision 8 below and the other terms and conditions of this Agreement, dated following the Effective Date of this Agreement (as of the date hereof, between the Employer and the Employee (the "1999 Purchase Agreement"defined in provision 17 below), and has been provided all conditions of this Agreement are met by Executive, the restrictive period for the outstanding, non-lapsed restricted shares granted options to acquire shares of Class A Common Stock Executive by the Company on February 9, 1996 (2,592 shares, 10 year restriction), March 1, 1997 (3,248 shares, 10 year restriction), and part of the Employerrestricted shares granted on May 31, pursuant to the Stock Option Agreement1999 (2,000 shares, dated as of September 26, 1998, between the Employer 4-year restriction) shall be lifted and the Employee (the "1998 Stock Option Agreement") and the Stock Option Agreement, dated as of the date hereof, between the Employer and the Employee (the "1999 Stock Option Agreement" and collectively, with the 1998 Stock Option Agreement, the "Stock Option Agreements"). The stock options granted to the Employee under the 1998 Stock Option Agreement were granted pursuant to the Employer's 1997 Stock Option Plan and are fully vested and exercisable as of the date hereof. The stock options granted to the Employee under the 1999 Stock Option Agreement were granted pursuant to the Employer's 1999 Stock Option Plan and are such shares shall no longer be subject to vesting in accordance with the terms of the 1999 Stock Option Agreement. The 1999 Purchase Agreement and the Stock Option Agreements are referred to in this Agreement as the "Other Agreements." The Employee shall be entitled to participate in current or future equity incentive plans adopted by the Employer on terms substantially similar to those offered to members of the Employer's Executive Committee or other division Presidents of the Employer. Such grants may be awarded from time to time in the sole discretion of the Employer's Board of Directorsrestrictions, effective March 31, 2003. Except as otherwise provided in noted above, Executive and the 1999 Stock Option Agreement Company acknowledge and agree that nothing in this Agreement with respect shall alter or in any way affect: (1) the restrictions that have expired or that are currently scheduled to payments under expire on or before March 31, 2003 for the outstanding, non-lapsed restricted shares previously granted to Executive Bonus Plan and except as hereafter mutually agreed by the Employer Company; or (2) the restrictions that were originally scheduled to continue after March 31, 2003 in accordance with such applicable grant terms for the outstanding, non-lapsed restricted shares previously granted to Executive by the Company (which post-March 31, 2003 restrictions shall not be lifted and such shares shall lapse upon Executive's separation from the EmployeeCompany, effective March 31, 2003).1[1] Executive acknowledges and agrees that as set forth in Executive's Company stock option plan documents, if he desires, Executive will be required to exercise all outstanding, non-lapsed vested stock options with the event of Company within ninety (90) days following his separation from employment with the Company, effective March 31, 2003. In addition, a Change in Control (as defined below)schedule listing the outstanding, non-lapsed stock options and outstanding, non-lapsed restricted shares granted to the extent not fully vested at such timeExecutive under any Company stock option award agreement, the Employee shall become fully vested in all awards heretofore Company's Annual Incentive Program Bonus, the Company's Long-Term Incentive Plan, or hereafter granted otherwise prior to him under all incentive compensationMarch 31, deferred compensation, stock option, stock appreciation rights, restricted stock, phantom stock or other similar plans maintained by the Employer2003 is attached as Exhibit ▇.

Restricted Stock and Stock Options. The Employee has purchased shares of Class A Common Stock of the Employer pursuant to the Securities Purchase and Stockholders Agreement, dated as of the date hereof, between the Employer and the Employee (the "1999 Purchase Agreement"), and has been granted options to acquire shares of Class A Common Stock of the Employer, pursuant to the Stock Option Agreement, dated as of September 26, 1998, between the Employer and the Employee (the "1998 Stock Option Agreement") and the Stock Option Agreement, dated as of the date hereof, between the Employer and the Employee (the "1999 Stock Option Agreement" and collectively, with the 1998 Stock Option Agreement, the "Stock Option Agreements"). The stock options granted to the Employee under the 1998 Stock Option Agreement were granted pursuant to the Employer's 1997 Stock Option Plan and are fully vested and exercisable as of the date hereof. The stock options granted to the Employee under the 1999 Stock Option Agreement were granted pursuant to the Employer's 1999 Stock Option Plan and are subject to vesting in accordance with the terms of the 1999 Stock Option Agreement. The 1999 Purchase Agreement Agreements and the Stock Option Agreements are referred to in this Agreement as the "Other Agreements." The Employee shall be entitled to participate in current or future equity incentive plans adopted by the Employer on terms substantially similar to those offered to members of the Employer's Executive Committee or other division Presidents of the Employer. Such grants may be awarded from time to time in the sole discretion of the Employer's Board of Directors. Except as otherwise provided in the 1999 Stock Option Agreement and in this Agreement with respect to payments under the Executive Bonus Plan and except as hereafter mutually agreed by the Employer and the Employee, in the event of a Change in Control (as defined below), to the extent not fully vested at such time, the Employee shall become fully vested in all awards heretofore or hereafter granted to him under all incentive compensation, deferred compensation, stock option, stock appreciation rights, restricted stock, phantom stock or other similar plans maintained by the Employer.