Common use of Acceleration of Equity Compensation Vesting Upon Non-Assumption Clause in Contracts

Acceleration of Equity Compensation Vesting Upon Non-Assumption. In the event of a Change in Control, each Equity Grant held by Executive, to the extent then outstanding, shall become fully vested and exercisable immediately prior to but conditioned upon the consummation of the Change in Control, except to the extent that the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the “Acquiror”), (A) assumes or continues in effect the Company’s rights and obligations under such Equity Grant, (B) substitutes for such Equity Grant a substantially equivalent right for the Acquiror’s stock or (C) replaces such Equity Grant with a cash incentive program pursuant to which Executive is to be paid for each share of the Company’s common stock subject to such option or award immediately prior to the consummation of the Change in Control and in accordance with the same vesting schedule applicable to such Equity Grant (including any subsequent acceleration of vesting determined under any other Section of this Agreement) an amount equal to the excess of the fair market value of the consideration paid by the Acquiror for each share of the common stock of the Company outstanding immediately prior to the consummation of the Change in Control over the per share exercise price of such option.

Acceleration of Equity Compensation Vesting Upon Non-Assumption. In the event of a Change in Control, each Equity Grant held by Executive, to the extent then outstanding, shall become fully vested and exercisable immediately prior to but conditioned upon the consummation of the Change in Control, except to the extent that the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the “Acquiror”), (A) assumes or continues in effect the Company’s rights and obligations under such Equity Grant, (B) substitutes for such Equity Grant a substantially equivalent right for the Acquiror’s stock or (C) replaces such Equity Grant with a cash incentive program pursuant to which Executive is to be paid for each share of the Company’s common stock that is subject to such option or award immediately prior to the consummation of the Change in Control and in accordance with the same vesting schedule applicable to such Equity Grant (including any subsequent acceleration of vesting determined under any other Section of this Agreement) an amount equal to the excess of the fair market value of the consideration paid by the Acquiror for each share of the common M MAC 795791 v11 2790014-000001 12/15/04 stock of the Company outstanding immediately prior to the consummation of the Change in Control over the per share exercise price of such option.

Acceleration of Equity Compensation Vesting Upon Non-Assumption. In the event of a Change in Control, each Equity Grant held by Executive, to the extent then outstanding, shall become fully vested and exercisable immediately prior to but conditioned upon the consummation of the Change in Control, except to the extent that the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the “Acquiror”), (Ai) assumes or continues in effect the Company’s rights and obligations under such Equity Grant, (Bii) substitutes for such Equity Grant a substantially equivalent right for the Acquiror’s stock or (Ciii) replaces such Equity Grant with a cash incentive program pursuant to which Executive is to be paid for each share of the Company’s common stock that is subject to such option or award immediately prior to the consummation of the Change in Control and in accordance with the same vesting schedule applicable to such Equity Grant (including any subsequent acceleration of vesting determined under any other Section of this Agreement) an amount equal to the excess of the fair market value of the consideration paid by the Acquiror for each share of the common stock of the Company outstanding immediately prior to the consummation of the Change in Control over the per share exercise price of such option.