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

Accelerated Vesting Upon Change of Control. Upon the occurrence of a Change of Control, all then-unvested Restricted Shares shall immediately vest in full, so long as the Participant’s Service has not been terminated before the date of the consummation of the Change of Control. For the purposes of this Agreement, a “Change of Control” shall be deemed to occur upon the consummation of any of the following events: (a) any person or persons acting together which would constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (other than the Company or any subsidiary of the Company) shall beneficially own (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, at least 25% of the total voting power of all classes of capital stock of the Company entitled to vote generally in the election of the Board; (b) Current Directors (as herein defined) shall cease for any reason to constitute at least a majority of the members of the Board (for this purpose, a “Current Director” shall mean any member of the Board as of the date hereof and any successor of a Current Director whose election, or nomination for election by the Company’s shareholders, was approved by at least a majority of the Current Directors then on the Board); (c) (i) the complete liquidation of the Company or (ii) the merger or consolidation of the Company, other than a merger or consolidation in which (x) the holders of the common stock of the Company immediately prior to the consolidation or merger have, directly or indirectly, at least a majority of the common stock of the continuing or surviving corporation immediately after such consolidation or merger or (y) the Board immediately prior to the merger or consolidation would, immediately after the merger or consolidation, constitute a majority of the board of directors of the continuing or surviving corporation, which liquidation, merger or consolidation has been approved by the shareholders of the Company; or (d) the sale or other disposition (in one transaction or a series of transactions) of all or substantially all of the assets of the Company pursuant to an agreement (or agreements) which has (have) been approved by the shareholders of the Company.

Accelerated Vesting Upon Change of Control. Upon the occurrence of a Change of Control, all then-unvested Restricted Shares shall immediately vest in full, so long as the Participant’s Service has not been terminated before the date of the consummation of the Change of Control. For the purposes of this Agreement, a A “Change of Control” shall be deemed to occur upon is defined as the consummation occurrence of any one or more of the following events: : (ai) any person or persons acting together which would constitute a “group” for purposes of report on Schedule 13D is filed with the Securities and Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (1934 disclosing that any person other than the Company or any Company, a subsidiary of the Company) shall beneficially own (as defined in Rule 13d-3 , or any employee benefits plan sponsored by the Company, is the beneficial owner of 50% or more of the Exchange Act), directly or indirectly, at least 25% of the total combined voting power of all classes the then-outstanding securities of capital stock the Company; (ii) any person purchases securities pursuant to a tender or exchange offer, which, upon the consummation thereof, results in beneficial ownership of 50% or more of the voting power of the then-outstanding securities of the Company; (iii) the stockholders of the Company entitled to vote generally in the election approve a consolidation or merger of the Board; (b) Current Directors (as herein defined) shall cease for any reason to constitute at least a majority of Company in which the members of Company is not the Board (for this purpose, a “Current Director” shall mean any member of the Board as of the date hereof and any successor of a Current Director whose electionsurviving corporation, or nomination for election by the Company’s shareholdersshares are converted to cash, was approved by at least a majority of the Current Directors then on the Board); (c) (i) the complete liquidation of the Company or (ii) the merger or consolidation of the Company, other than a merger or consolidation in which (x) the holders of the common stock of the Company immediately prior to the consolidation or merger have, directly or indirectly, at least a majority of the common stock of the continuing or surviving corporation immediately after such consolidation or merger or (y) the Board immediately prior to the merger or consolidation would, immediately after the merger or consolidation, constitute a majority of the board of directors of the continuing or surviving corporation, which liquidation, merger or consolidation has been approved by the shareholders of the Company; or (d) the sale securities or other disposition (in one transaction property, or a series of transactions) of all or substantially all of the assets of the Company pursuant to an agreement are sold, leased, exchanged or transferred; or, (iv) a majority of the members of the Company’s Board of Directors change within a 24 month period unless the election or agreements) which has (have) nomination for election of such Directors shall have been approved by the shareholders a majority of the CompanyDirectors still in office who were also Directors at the beginning of the 24 month period. If, within a period of two (2) years subsequent to a Change of Control (as defined above), the Executive is involuntarily terminated without Cause as described in Section 5(c) or terminates for “Good Reason” as described in Section 5(e), then all unvested stock options and shares of restricted stock granted under any Equity Plans shall immediately vest and become exercisable. The preceding paragraph notwithstanding, aggregate amounts payable to the Executive will be limited by the amount necessary to ensure that no payments to Executive will result in excise taxes under Section 4999 of the Internal Revenue Code (the “Code”) and that the Company will not be subject to the loss of tax deductions under Section 280G of the Code. The Executive shall have the right to elect which items of compensation he waives in this event.