Acceleration and Extension Clause Samples

Acceleration and Extension. Notwithstanding Section 3.3.1, if the Executive’s employment is terminated (i) by the Company for any reason other than for Cause (as defined in Section 6.1.1) or (ii) by the Executive with Good Reason (as defined in Section 7.2.1) or (iii) on account of death or Disability, then each stock option and other equity award granted on or after July 21, 2003 shall thereupon vest as to an additional 25% of the shares of stock subject thereto (or such lesser percentage as to make the award 100% vested). Further, in the event of a Change of Control (as defined in Section 8.1.1) or a Corporate Transaction (as defined in Section 8.1.2), all of the options or other equity awards described in the preceding sentence shall immediately vest in full. To the extent that the equity awards described in this Section 3.3.2 are stock options that have vested in accordance with their normal vesting terms or that otherwise vest on an accelerated basis in accordance with this Section 3.3.2, the period for which such stock options shall remain exercisable for the vested option shares shall be extended until a date at least one year and ninety (90) days after the termination of the Executive’s employment under the circumstance described in clauses (i), (ii) or (iii) of this Section 3.3.2 or the termination of the Executive’s employment under any circumstances following a Change of Control or a Corporate Transaction (or until such later date as may be specified in the award agreement), but in no event will such options be exercisable after the expiration of their original ten-year (or shorter) maximum terms. Each of the Executive’s stock options granted prior to July 21, 2003 shall be amended to add the foregoing extended exercise provisions at such time, if any, that the Compensation Committee determines, in its sole discretion, that such amendment and the related accounting charges would not in any war adversely affect, when relevant, the Company’s condition (financial or otherwise), financial statements, earnings, earnings per share or other relevant Company information.

Acceleration and Extension. Each outstanding equity award, including, without limitation, each stock option, restricted stock unit and restricted stock award, held by Executive shall automatically become vested and, if applicable, exercisable and any forfeiture restrictions or rights of repurchase thereon shall immediately lapse. In addition, the post-termination exercise period of each outstanding stock option shall be extended to provide that such stock option shall remain exercisable and outstanding until the earlier of (i) the first anniversary of Executive’s termination of employment or (ii) the original expiration date of such stock option. In all other respects the equity awards shall continue to be bound by and subject to the terms of their respective agreements.

Acceleration and Extension. Notwithstanding this Section or the terms of an Award Notice, the Committee may: (i) accelerate the vesting and exercisability of a stock option or SAR in order to allow its exercise by the estate or beneficiary of a deceased Participant or by the disabled, retired or terminated Participant; and (ii) extend the period for exercise of a stock option or SAR, provided such extension does not exceed the term of such stock option or SAR.

Acceleration and Extension. Notwithstanding Section 3.3.1, upon a termination of the Executive's employment (i) pursuant to Section 6.2 or (ii) on account of his death or Disability, then each of the Executive's outstanding stock options or other equity awards which are not otherwise at that time vested shall thereupon become vested as to an additional 25% of the shares of stock subject thereto (or such lesser percentage as to make the award 100% vested). To the extent that the equity awards described in this Section 3.3.2 are stock options which were granted to Executive on or after July 21, 2003 and have become vested by their terms or become vested as described herein, such stock options shall remain vested and exercisable at least until the date that is one year and ninety (90) days after the termination of the Executive's employment as described in clauses (i) or (ii) of this Section 3.3.2 (or such later date as may be specified in the award agreement), but in no event will such options be exercisable after the expiration of their original terms. Each option granted to Executive prior to July 21, 2003 shall, to the extent each such option has become vested by its terms or becomes vested as described herein at the time of the Executive's termination of employment under Section 6.2, remain exercisable until the earlier of (i) the last day of the post-employment exercise period set forth in the stock option agreement applicable to that option or (ii) the expiration date of the maximum option term.