Acceleration of Exercisability of Option. Notwithstanding anything to the contrary in this Agreement, including, without limitation, the forfeiture provision contained in the last sentence of Section 3 hereof, in the event that (a) there is a “Change in Control” (as defined in Section 9 of the Plan) that occurs prior to the termination of the Option pursuant to Section 6 hereof, and (b) during the period beginning 2 months prior to such Change in Control and ending 12 months following such Change in Control, either (x) the Company terminates the Optionee’s employment without Cause, or (y) the Optionee terminates his employment due to a “Constructive Termination” (as defined in that certain Second Amended and Restated Employment Agreement, dated as of September 14, 2012, by and between the Company and the Optionee, or in any superseding employment, consulting, or other agreement for the performance of services between the Company and the Optionee), then the Option shall be accelerated so that 100% of the number of Shares subject to the Option not already vested pursuant to Section 3 hereof as of the date of such termination shall become vested and immediately exercisable.
Acceleration of Exercisability of Option. (a) This Option shall become immediately fully exercisable in the event that, prior to the termination of the Option pursuant to Section 6 hereof, and during the Optionee’s Continuous Service, there is a “Change in Control,” as defined in Section 9(b) of the Plan.
(b) Notwithstanding the foregoing, if in the event of a Change in Control the successor company assumes or substitutes for the Option, the vesting of the Option shall not be accelerated as described in Section 9(a). For the purposes of this paragraph, the Option shall be considered assumed or substituted for it following the Change in Control the Option or substituted option confers the right to purchase, for each Share subject to the Option immediately prior to the Change in Control, the consideration (whether stock, cash or other securities or property) received in the transaction constituting a Change in Control by holders of Shares for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the transaction constituting a Change in Control is not solely common stock of the successor company or its parent or subsidiary, the Committee may, with the consent of the successor company, or its parent or subsidiary, provide that the consideration to be received upon the exercise or vesting of the Option will be solely common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per share consideration received by holders of Shares in the transaction constituting a Change in Control. The determination of such substantial equality of value of consideration shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding. Notwithstanding the foregoing, in the event of a termination of the Optionee’s employment in such successor company (other than for Cause) within 24 months following such Change in Control, the option held by the Optionee at the time of the Change in Control shall be accelerated as described in paragraph (a) of this Section 9.
Acceleration of Exercisability of Option. This Option shall become immediately and fully exercisable in the event that (a) the Option is terminated pursuant to Section 6(b)(i) hereof, (b) the Committee or the Board exercises its discretion to provide a cancellation notice with respect to the Option pursuant to Section 6(b)(ii) hereof, or (c) there is a Change in Control.
Acceleration of Exercisability of Option. This Option shall become immediately fully vested and exercisable in the event that, prior to the termination of the Option pursuant to Section 6 hereof, there is a “Change in Control”, as defined in Section 9(b) of the Plan, that occurs during the Optionee’s Continuous Service and such “Change in Control” was not approved by the Board of Directors of the Company.
Acceleration of Exercisability of Option. (a) This Option shall become immediately fully exercisable in the event of a "Change in Control", as defined in the Plan or in Exhibit "A", if any, attached hereto, or in the event that the Committee or the Board exercises its discretion to provide a cancellation notice with respect to the Option pursuant to Section 6(b) hereof.
(b) The Company may in its sole discretion accelerate the date on which this Option may be exercised and may accelerate the vesting of any Shares subject to this Option or previously acquired by the exercise of any Option.
Acceleration of Exercisability of Option. (a) This Option shall become immediately fully exercisable upon the termination of the Optionee’s Continuous Service other than a termination by the Company or a Related Entity for Cause.
(b) This Option shall become immediately fully exercisable in the event that, prior to the termination of the Option pursuant to Section 6 hereof, and during the Optionee’s Continuous Service, there is a “Change in Control,” as defined in Section 9(b) of the Plan.
(c) This Option shall become immediately fully exercisable in the event that, prior to the termination of the Option pursuant to Section 6 hereof, (i) the Option is terminated pursuant to Section 6(b)(i) hereof, or (ii) the Company exercises its discretion to provide a cancellation notice with respect to the Option pursuant to Section 6(b)(ii) hereof.
Acceleration of Exercisability of Option. [The exercisability of this Option may be accelerated only at such time, and only to the extent, as may be determined by the Committee in writing.]
(a) [In the event that prior to the termination of this Option pursuant to Section 6 hereof and within [time period] following a “Change in Control, as defined in Section 9(b) of the Plan, the Optionee’s employment is terminated by the Company without Cause or is terminated by the Optionee with Good Reason, this Option shall become immediately fully exercisable.]
(b) Notwithstanding the foregoing, if in the event of a Change in Control the successor company assumes or substitutes for the Option, the vesting of the Option shall not be accelerated as described in Section 9(a). For the purposes of this paragraph, the Option shall be considered assumed or substituted for if, following the Change in Control, the Option or substituted option confers the right to purchase, for each Share subject to the Option immediately prior to the Change in Control, the consideration (whether stock, cash or other securities or property) received in the transaction constituting a Change in Control by holders of Shares for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the transaction constituting a Change in Control is not solely common stock of the successor company or its parent or subsidiary, the Committee may, with the consent of the successor company, or its parent or subsidiary, provide that the consideration to be received upon the exercise or vesting of the Option will be solely common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per share consideration received by holders of Shares in the transaction constituting a Change in Control. The determination of such substantial equality of value of consideration shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding.]
Acceleration of Exercisability of Option. The Committee shall have the power to accelerate exercisability and/or vesting of any Option granted upon a Change in Control or upon the death or Disability or termination of Continuous Service of the Holder. In furtherance of such power, the Committee may accelerate the time at which an Option may be first exercised or the time during which an Option or any part thereof will vest.
Acceleration of Exercisability of Option. Unless, and only to the extent, otherwise provided in any Employment Agreement between the Optionee and the Company or any Related Entity, or as otherwise determined by the Committee, in its sole and absolute discretion, this Option shall not become immediately fully exercisable in the event that, prior to the termination of the Option pursuant to Section 5 hereof, and during the Optionee’s Continuous Service, there is a “Change in Control”, as defined in Section 9(b) of the Plan.
Acceleration of Exercisability of Option. This Option shall become immediately fully exercisable, prior to the Vesting Date as disclosed in Section 3 herein, in the event that:
(a) Prior to the termination of the Option pursuant to Section 6 hereof, and during the Optionee’s Continuous Service, any transaction or series of transactions constituting a Change in Control is consummated.
(b) The termination of the Optionee’s Continuous Service by the Company is without Cause.
