Common use of Accelerated Vesting of Unvested Units Upon Change in Control Clause in Contracts

Accelerated Vesting of Unvested Units Upon Change in Control. In the event of a Change of Control of the Company prior to the year 2011, the Optionee’s rights to exercise this Option shall immediately become fully vested and the Optionee shall have the right, immediately prior to such Change of Control, to exercise this Option in full or in part. Notwithstanding any other provision of this Agreement, the Optionee shall exercise this Option only to the extent that, when combined with all other applicable employee remuneration, any exercise of this Option does not result in the inclusion of total remuneration for services exceeding one million dollars ($1,000,000.00) in the gross income of the Optionee in any taxable year. The total remuneration dollar limitation shall be adjusted from time to time to reflect the allowable deduction limitation provided in Section 162(m) of the Code. If otherwise allowed by this Agreement and the Plan, any exercise of this Option that would result in the inclusion of applicable employee remuneration exceeding one million dollars ($1,000,000.00) in the gross income of the Optionee in any taxable year shall be deferred until the taxable year immediately following the taxable year in which any exercise of this Option is disallowed by this paragraph.

Accelerated Vesting of Unvested Units Upon Change in Control. In the event of a Change of Control of the Company prior to the year 20112012, the Optionee’s rights to exercise this Option shall immediately become fully vested and the Optionee shall have the right, immediately prior to such Change of Control, to exercise this Option in full or in part. Notwithstanding any other provision of this Agreement, the Optionee shall exercise this Option only to the extent that, when combined with all other applicable employee remuneration, any exercise of this Option does not result in the inclusion of total remuneration for services exceeding one million dollars ($1,000,000.00) in the gross income of the Optionee in any taxable year. The total remuneration dollar limitation shall be adjusted from time to time to reflect the allowable deduction limitation provided in Section 162(m) of the Code. If otherwise allowed by this Agreement and the Plan, any exercise of this Option that would result in the inclusion of applicable employee remuneration exceeding one million dollars ($1,000,000.00) in the gross income of the Optionee in any taxable year shall be deferred until the taxable year immediately following the taxable year in which any exercise of this Option is disallowed by this paragraph.