Vesting Date All remaining shares of Restricted Stock will become vested on the Vesting Date.
Award Date <Award Date>
Vesting No portion of this Option shall vest prior to the dates indicated below. Subject to Section 4 hereof, on or after the date of grant and the following dates this Option may be exercised up to the indicated percentage of shares covered by this Option: Percentage of Each Priced Option Initially Cumulative Percentage Date Exercisable Exercisable ------------------------------------------------------------------------------------------------- Effective Date 25% 25% First Anniversary of Effective Date 25% 50% Second Anniversary of Effective Date 25% 75% Third Anniversary of Effective Date 25% 100% Subject to earlier termination under Section 4 hereof, at any time after the third anniversary of the Effective Date, but no later than the Expiration Date, Optionee may purchase all or any part of the shares subject to this Option which Optionee theretofore failed to purchase. The grant of 300,000 of the 400,000 options (including 100,000 options exercisable at $18) which are the subject of this option are expressly subject to the approval by the stockholders of the Company of such grant and, accordingly, none of the options vesting after the Effective Date may be exercised unless and until such approval has been obtained. In each case the number of shares which may be purchased shall be calculated to the nearest full share. Notwithstanding the foregoing, the options granted hereby shall become fully exercisable prior to the scheduled dates above (subject, however, to the provisions of the paragraph relating to stockholder approval) if Executive's employment with the Company pursuant to the terms of his employment agreement with the Company of even date herewith (the "Employment Agreement") is terminated prior to the expiration of the term by the Company without cause or by Executive for good reason (as defined in the Employment Agreement) or due to a Change of Control (as defined in the Employment Agreement). Further, if Executive has not been offered appointment as chief executive officer of the Company by December 31, 1999, and as a result terminates his employment on or before March 31, 2000, then the options which would have vested on January 1, 2001 shall become vested concurrently with such termination. The payments that Executive shall be entitled to receive upon the exercise of the options covered hereby and under his Employment Agreement shall in all events be limited by the provisions of Section 280G of the Internal Revenue Code ("Code") and the regulations thereunder (or their then equivalents) and no payment shall be made (and no option vesting accelerated) that would have the result of limiting the deductibility of such payments by the Company that would result in the imposition of an excise tax under Section 4999 of the Code.
Vesting Period The vesting period of the Restricted Stock (the “Vesting Period”) begins on the Grant Date and continues until such date as is set forth on Schedule A as the date on which the Restricted Stock is fully vested. On the first Annual Vesting Date following the date of this Agreement and each Annual Vesting Date thereafter the number of shares of Restricted Stock equal to the Annual Vesting Amount shall become vested, subject to earlier forfeiture as provided in this Agreement. To the extent that Schedule A provides for amounts or schedules of vesting that conflict with the provisions of this paragraph, the provisions of Schedule A will govern. Except as permitted under Section 10, the shares of Restricted Stock for which the applicable Vesting Period has not expired may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered (whether voluntary or involuntary or by judgment, levy, attachment, garnishment or other legal or equitable proceeding). The Employee shall not have the right to receive cash dividends paid on shares of Restricted Stock for which the applicable Vesting Period has not expired. In lieu thereof, the Employee shall have the right to receive from the Company an amount, in cash, equal to the cash dividends payable on shares of Restricted Stock for which the applicable Vesting Period has not expired, provided the Employee is employed by the Company on the payroll date coinciding with or immediately following the date any such cash dividends are paid on the Restricted Shares. The Employee shall have the right to vote the Restricted Stock, regardless of whether the applicable Vesting Period has expired.
Grant Date The Grant Date of the Option hereby granted is .