Common use of Acceleration of Awards Upon a Change in Control Clause in Contracts

Acceleration of Awards Upon a Change in Control. In the event of a Change in Control (as defined in Section 8(b)), all outstanding stock options, restricted stock units, stock appreciation rights, restricted stock, and other equity-based awards then held by Executive shall become vested, and in the case of options and stock appreciation rights, exercisable. In the event that any such vested equity-based award that is subject to Section 409A of the Code cannot be paid to Executive upon such Change in Control because such Change in Control does not qualify as a change in control within the meaning provided by Section 1.409A-3(i)(5) of the Regulations, Executive shall have the right to elect to denominate such award in cash both at the time of the Change in Control (as defined in Section 8(b) of this Agreement) and again upon termination of employment following the Change in Control. If Executive elects to denominate such award in cash, the Company will adjust the cash payment to reflect the deferred payment date by multiplying the payment by the product of the six-month CMT Treasury Xxxx annualized yield rate as published by the U.S. Treasury for the date on which the award was denominated in cash (or the most appropriate surrogate for such rate if such rate is not available) multiplied by a fraction, the numerator of which is the number of days from and including the date on which the award was denominated in cash until and including the date of payment of such award to Executive and the denominator of which is 365 and pay such adjusted amount.

Acceleration of Awards Upon a Change in Control. In the event of a Change in Control (as defined in Section 8(b))Control, all outstanding stock options, restricted stock units, stock appreciation rights, restricted stock, and other equity-based awards then held by Executive that you hold shall become vested, and in the case of options and stock appreciation rights, exercisable. In the event that any such vested equity-based award that is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), cannot be paid to Executive you upon such Change in Control because such Change in Control does not qualify as a change in control within the meaning provided by Section 1.409A-3(i)(5) of the Treasury Regulations, Executive shall you will have the right to elect to denominate such award in cash both at the time of the Change in Control (as defined in Section 8(b2(a) of this Agreement) and again upon your termination of employment following the Change in Control. If Executive elects you elect to denominate such award in cash, the Company will adjust the cash payment to reflect the deferred payment date by multiplying the payment by the product of the six-month CMT Treasury Xxxx annualized yield rate as published by the U.S. Treasury for the date on which the award was denominated in cash (or the most appropriate surrogate for such rate if such rate is not available) multiplied by a fraction, the numerator of which is the number of days from and including the date on which the award was denominated in cash until and including the date of payment of such award to Executive you and the denominator of which is 365 and pay such adjusted amountamount to you.