Common use of Acceleration of Exercisability Clause in Contracts

Acceleration of Exercisability. In the event of the merger or consolidation of the Company with or into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another corporation or person of all or substantially all of the Company’s assets or eighty percent (80%) or more of the Company’s then outstanding voting stock, or the liquidation or dissolution of the Company, the Committee may, in its absolute discretion and upon such terms and conditions as it deems appropriate, provide by resolution, adopted prior to such event and incorporated in the notice referred to in Section 3(c)(vii), that at some time prior to the effective date of such event this Option shall be exercisable as to all the shares covered hereby, notwithstanding that this Option may not yet have become fully exercisable under Section 3(a)(i); provided, however, that this acceleration of exercisability shall not take place if: (i) This Option becomes unexercisable under Section 3(c) prior to said effective date; or (ii) In connection with such an event, provision is made for an assumption of this Option or a substitution therefor of a new option by an employer corporation, or a parent or subsidiary of such corporation, so that such assumption or substitution complies with the provisions of Section 424(a) of the Code; and provided, further, that nothing in this Section 3(d) shall make this Option exercisable if it is otherwise unexercisable by reason of Section 3(e). The Committee may make such determinations and adopt such rules and conditions as it, in its absolute discretion, deems appropriate in connection with such acceleration of exercisability, including, but not by way of limitation, provisions to ensure that any such acceleration and resulting exercise shall be conditioned upon the consummation of the contemplated corporate transaction, and determinations regarding whether provisions for assumption or substitution have been made as defined in subsection (ii) above.

Acceleration of Exercisability. In the event of the merger or consolidation of the Company with or into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another corporation or person of all or substantially all of the Company’s assets or eighty percent (80%) or more of the Company’s then outstanding voting stock, or the liquidation or dissolution of the Company, the Committee may, in its absolute discretion and upon such terms and conditions as it deems appropriate, provide by resolution, adopted prior to such event and incorporated in the notice referred to in Section 3(c)(vii)event, that at as of some time prior to the effective date of such event this Option shall be exercisable as to all the shares covered hereby, notwithstanding that this Option may not yet have become fully exercisable under Section 3(a)(i)3.1; provided, however, that this acceleration of exercisability shall not take place if: (ia) This Option becomes unexercisable under Section 3(c) 3.2 prior to said effective date; or (iib) In connection with such an event, provision is made made, with the consent of the Committee, for an assumption of this Option or a substitution therefor of a new option by an employer corporation, a successor corporation or a parent or subsidiary of such corporation, so that such assumption or substitution complies with the provisions of Section 424(a) of the Code; and provided, further, that nothing in this Section 3(d) shall make this Option exercisable if it is otherwise unexercisable by reason of Section 3(e). The Committee may make such determinations and adopt such rules and conditions as it, in its absolute discretion, deems appropriate in connection with such acceleration of exercisability, including, but not by way of limitation, provisions to ensure that any such acceleration and resulting exercise shall be conditioned upon the consummation of the contemplated corporate transaction, and determinations regarding whether provisions for assumption or substitution have been made as defined in subsection (ii) above. None of the foregoing discretionary terms of this Section shall be permitted to the extent that such discretion would be inconsistent with the requirements of Rule 16b-3.

Acceleration of Exercisability. In the event of the merger or consolidation of the Company with or into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another corporation or person of all or substantially all of the Company’s assets or eighty percent (80%) % or more of the Company’s then outstanding voting stock, or the liquidation or dissolution of the Company, the Committee may, in its absolute discretion and upon such terms and conditions as it deems appropriate, provide by resolution, adopted prior to such event and incorporated in the notice referred to in Section 3(c)(vii3.3(g), that at some time prior to the effective date of such event this Option shall be exercisable as to all the shares covered hereby, notwithstanding that this Option may not yet have become fully exercisable under Section 3(a)(i3.1(a); provided, however, that this acceleration of exercisability shall not take place if: (ia) This Option becomes unexercisable under Section 3(c) 3.3 prior to said effective date; or; (iib) In connection with such an event, provision is made for an assumption of this Option or a substitution therefor of a new option by an employer corporation, corporation or a parent or subsidiary of such corporation; or (c) The Option has been granted to an Officer or Director, so the exercise would occur in whole or in part within one (1) year after such Option was granted and the Committee in its absolute discretion determines that such assumption or substitution complies with the provisions acceleration of Section 424(a) of the Code; and provided, further, that nothing in this Section 3(d) shall make this Option exercisable if it exercisability is otherwise unexercisable by reason of Section 3(e)undesirable. The Committee may make such determinations and adopt such rules and conditions as it, in its absolute discretion, deems appropriate in connection with such acceleration of exercisability, including, but not by way of limitation, provisions to ensure that any such acceleration and resulting exercise shall be conditioned upon the consummation of the contemplated corporate transaction, transaction and determinations regarding whether provisions for assumption or substitution have been made as defined in accordance with subsection (iib) above.

Acceleration of Exercisability. In the event of the merger or consolidation of the Company with or into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another corporation or person of all or substantially all of the Company’s 's assets or eighty percent (80%) or more of the Company’s 's then outstanding voting stock, or the liquidation or dissolution of the Company, the Committee Board may, in its absolute discretion and upon such terms and conditions as it deems appropriate, provide by resolution, adopted prior to such event and incorporated in the notice referred to in Section 3(c)(vii3.3(vi), that at some time prior to the effective date of such event this Option shall be exercisable as to all the shares covered hereby, notwithstanding that this Option may not yet have become fully exercisable under Section 3(a)(i3.1(a); provided, however, that this acceleration of exercisability shall not take place if: (i) This Option becomes unexercisable under Section 3(c) 3.3 prior to said effective date; or (ii) In connection with such an event, provision is made for an assumption of this Option or a substitution therefor of a new option by an employer corporation, corporation or a parent or subsidiary of such corporation, so that such assumption or substitution complies with the provisions of Section 424(a) of the Code; and provided, further, that nothing in this Section 3(d) shall make this Option exercisable if it is otherwise unexercisable by reason of Section 3(e). The Committee Board may make such determinations and adopt such rules and conditions as it, in its absolute discretion, deems appropriate in connection with such acceleration of exercisability, including, but not by way of limitation, provisions to ensure that any such acceleration and resulting exercise shall be conditioned upon the consummation of the contemplated corporate transaction, and determinations regarding whether provisions for assumption or substitution have been made as defined in subsection clause (ii) above.

Acceleration of Exercisability. In the event of the merger or consolidation of the Company with or into another corporation, or the exchange of all or substantially all of the assets of the Company for the securities of another corporation, or the acquisition by another corporation or person of all or substantially all of the Company’s assets or eighty percent (80%) or more of the Company’s then outstanding voting stock, or the liquidation or dissolution of the Company, the Committee may, in its absolute discretion and upon such terms and conditions as it deems appropriate, provide by resolution, adopted prior to such event and incorporated in the notice referred to in Section 3(c)(vii3.3(f), that at some time prior to the effective date of such event this Option shall be exercisable as to all the shares covered hereby, notwithstanding that this Option may not yet have become fully exercisable under Section 3(a)(i3.1(a); provided, however, that this acceleration of exercisability shall not take place if: (ia) This Option becomes unexercisable under Section 3(c) 3.3 prior to said effective date; or (iib) In connection with such an event, provision is made for an assumption of this Option or a substitution therefor of a new option by an employer corporation, any successor corporation or a parent or subsidiary of such corporation, so that such assumption or substitution complies with the provisions of Section 424(a) of the Code; and provided, further, that nothing in this Section 3(d) 3.4 shall make this Option exercisable if it is otherwise unexercisable by reason of Section 3(e)5.6. The Committee may make such determinations and adopt such rules and conditions as it, in its absolute discretion, deems appropriate in connection with such acceleration of exercisability, including, but not by way of limitation, provisions to ensure that any such acceleration and resulting exercise shall be conditioned upon the consummation of the contemplated corporate transaction, and determinations regarding whether provisions for assumption or substitution have been made as defined in subsection (ii) above.

Acceleration of Exercisability. In the event of the merger or consolidation of the Company with or into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another corporation or person of all or substantially all of the Company’s 's assets or eighty percent (80%) or more of the Company’s 's then outstanding voting stock, or the liquidation or dissolution of the Company, the Committee Board may, in its absolute discretion and upon such terms and conditions as it deems appropriate, provide by resolution, adopted prior to such event and incorporated in the notice referred to in Section 3(c)(vii3.3(vii), that at some time prior to the effective date of such event this Option shall be exercisable as to all the shares covered hereby, notwithstanding that this Option may not yet have become fully exercisable under Section 3(a)(i3.1(a); provided, however, that this acceleration of exercisability shall not take place if: (i) This Option becomes unexercisable under Section 3(c) 3.3 prior to said effective date; or (ii) In connection with such an event, provision is made for an assumption of this Option or a substitution therefor of a new option by an employer corporation, corporation or a parent or subsidiary of such corporation, so that such assumption or substitution complies with the provisions of Section 424(a) of the Code; and provided, further, that nothing in this Section 3(d) shall make this Option exercisable if it is otherwise unexercisable by reason of Section 3(e). The Committee Board may make such determinations and adopt such rules and conditions as it, in its absolute discretion, deems appropriate in connection with such acceleration of exercisability, including, but not by way of limitation, provisions to ensure that any such acceleration and resulting exercise shall be conditioned upon the consummation of the contemplated corporate transaction, and determinations regarding whether provisions for assumption or substitution have been made as defined in subsection clause (ii) above.

Acceleration of Exercisability. In the event of the merger or consolidation of the Company with or into another corporation, or the exchange of all or substantially all of the assets of the Company for the securities of another corporation, or the acquisition by another corporation or person of all or substantially all of the Company’s assets or eighty percent (80%) % or more of the Company’s 's then outstanding voting stock, or the liquidation or dissolution of the Company, the Committee may, in its absolute discretion and upon such terms and conditions as it deems appropriate, shall provide by resolution, adopted prior to such event and incorporated in the notice referred to in Section 3(c)(vii3.2(e), that for a period of at some time least thirty (30) days prior to the effective date of such event event, this Option shall be exercisable as to all the shares covered hereby, notwithstanding that this Option may not yet have become fully exercisable under Section 3(a)(i3.1(a); provided, however, that this acceleration of exercisability shall not take place if: (ia) This Option becomes become unexercisable under Section 3(c) 3.2 prior to said effective date; or (iib) In connection with such an event, provision is made for an assumption of this Option or a substitution therefor of a new option by an employer corporation, or a parent or subsidiary of such corporation, so that such assumption or substitution complies with the provisions of Section 424(a) of the Code; and provided, further, that nothing in this Section 3(d) shall make this Option exercisable if it is otherwise unexercisable by reason of Section 3(e). The Committee may make such determinations and adopt such rules and conditions as it, in its absolute discretion, deems appropriate in connection with such acceleration of exercisability, including, but not by way of limitation, provisions to ensure insure that any such acceleration and resulting exercise shall be conditioned upon the consummation of the contemplated corporate transaction, and determinations regarding whether provisions for assumption or substitution have been made as defined in subsection (iib) above.

Acceleration of Exercisability. (a) In the event the Optionee dies, or experiences a Disability, in either case, prior to the Optionee’s Termination of Employment, the Option shall become immediately exercisable as to all shares covered hereby, notwithstanding that this Option may not have become fully exercisable under Section 3.1; or (b) In the event of the merger or consolidation of the Company with or into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another corporation or person of all or substantially all of the Company’s assets or eighty percent (80%) or more of the Company’s then outstanding voting stock, or the liquidation or dissolution of the Companya Change in Control, the Committee may, in its absolute discretion and upon such terms and conditions as it deems appropriate, shall then provide by resolution, adopted prior to such event and incorporated in the notice referred to in Section 3(c)(vii3.3(h), that at some time prior to the effective date of such event this Option shall be exercisable as to all the shares covered hereby, notwithstanding that this Option may not yet have become fully exercisable under Section 3(a)(i)3.1; provided, however, that this acceleration of exercisability shall not take place if: (i) This Option becomes unexercisable under Section 3(c) 3.3 prior to said effective date; or (ii) In connection with such an event, provision is made for an assumption of this Option or a substitution therefor therefore of a new option by an employer corporation, corporation or a parent or subsidiary of such corporation, so that such assumption or substitution complies with the provisions of Section 424(a) of the Code; and provided, further, that nothing in this Section 3(d) shall make this Option exercisable if it is otherwise unexercisable by reason of Section 3(e). The Committee may make such determinations and adopt such rules and conditions as it, in its absolute discretion, deems appropriate in connection with such acceleration of exercisability, including, but not by way of limitation, provisions to ensure that any such acceleration and resulting exercise shall be conditioned upon the consummation of the contemplated corporate transaction, and determinations regarding whether provisions for assumption or substitution have been made as defined in subsection (ii) above.

Acceleration of Exercisability. In the event of the merger or consolidation of the Company with or into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another corporation or person of all or substantially all of the Company’s 's assets or eighty percent (80%) or more of the Company’s 's then outstanding voting stock, or the liquidation or dissolution of the Companycompany, the Committee may, in its absolute discretion and upon such terms and conditions as it deems appropriate, provide by resolution, adopted prior to such event and incorporated in the notice referred to in Section 3(c)(vii), 3.3.6 that at some time prior to the effective date of such event this Option shall be exercisable as to all the shares covered hereby, notwithstanding that this Option may not yet have become fully exercisable under Section 3(a)(i)3.1.1; provided, however, that this acceleration of exercisability shall not take place if: (i) 3.4.1. This Option becomes unexercisable under Section 3(c) 3.3 prior to said effective date; or (ii) 3.4.2. In connection with such an event, provision is made for an assumption of this the Option or a substitution therefor of a new option by an employer corporation, corporation or a parent or subsidiary of such corporation, so that such assumption or substitution complies with the provisions of Section 424(a) of the Code; and provided, provided further, that nothing in this Section 3(d) 3.4 shall make this Option exercisable if it is otherwise unexercisable by reason of Section 3(e)5.6. The Committee may make such determinations and adopt such rules and conditions as it, in its absolute discretion, deems appropriate in connection with such acceleration of exercisability, including, but not by way of limitation, provisions to ensure that any such acceleration and resulting exercise shall be conditioned upon the consummation of the contemplated corporate transaction, and determinations regarding whether provisions for assumption or substitution have been made as defined in subsection (ii) above. None of the foregoing discretionary terms of this Section shall be permitted to the extent that such discretion would be inconsistent with the requirements of Rule 16b-3.

Acceleration of Exercisability. In the event of the merger or consolidation of the Company with or into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another corporation or person of all or substantially all of the Company’s 's assets or eighty percent (80%) or more of the Company’s 's then outstanding voting stock, or the liquidation or dissolution of the Company, the Committee Administrator may, in its absolute discretion and upon such terms and conditions as it deems appropriate, provide by resolution, adopted prior to such event and incorporated in the notice referred to in Section 3(c)(vii3.3(g), that at some time prior to the effective date of such event this Option shall be exercisable as to all the shares covered hereby, notwithstanding that this Option may not yet have become fully exercisable under Section 3(a)(i3.1(a); provided, however, that this acceleration of exercisability shall not take place if: (ia) This Option becomes unexercisable under Section 3(c) 3.3 prior to said effective date; or (iib) In connection with such an event, provision is made for an assumption of this Option or a substitution therefor of a new option by an employer corporation, or a parent or subsidiary of such corporation, so that such assumption or substitution complies with the provisions of Section 424(a) of the Code; and provided, further, that nothing in this Section 3(d) 3.4 shall make this Option exercisable if it is otherwise unexercisable by reason of Section 3(e)3.5 or Section 5.6. The Committee Administrator may make such determinations and adopt such rules and conditions as it, in its absolute discretion, deems appropriate in connection with such acceleration of exercisability, including, but not by way of limitation, provisions to ensure that any such acceleration and resulting exercise shall be conditioned upon the consummation of the contemplated corporate transaction, and determinations regarding whether provisions for assumption or substitution have been made as defined in subsection (iib) above.

Acceleration of Exercisability. In the event of the merger or consolidation of the Company with or into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another corporation or person of all or substantially all of the Company’s 's assets or eighty percent (80%) or more of the Company’s 's then outstanding voting stock, or the liquidation or dissolution of the Company, the Committee Administrator may, in its absolute discretion and upon such terms and conditions as it deems appropriate, provide by resolution, adopted prior to such event and incorporated in the notice referred to in Section 3(c)(vii3.3(f), that at some time prior to the effective date of such event this Option shall be exercisable as to all the shares covered hereby, notwithstanding that this Option may not yet have become fully exercisable under Section 3(a)(i3.1(a); provided, however, that this acceleration of exercisability shall not take place if: (ia) This Option becomes unexercisable under Section 3(c) 3.3 prior to said effective date; or (iib) In connection with such an event, provision is made for an assumption of this Option or a substitution therefor of a new option by an employer corporation, corporation or a parent or subsidiary of such corporation, so that such assumption or substitution complies with the provisions of Section 424(a) of the Code; and provided, further, that nothing in this Section 3(d) 3.4 shall make this Option exercisable if it is otherwise unexercisable by reason of Section 3(e)5.6. The Committee Administrator may make such determinations and adopt such rules and conditions as it, in its absolute discretion, deems appropriate in connection with such acceleration of exercisability, including, but not by way of limitation, provisions to ensure that any such acceleration and resulting exercise shall be conditioned upon the consummation of the contemplated corporate transaction, and determinations regarding whether provisions for assumption or substitution have been made as defined in subsection (ii) above.

Acceleration of Exercisability. In the event of the merger or consolidation of the Company with or into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another corporation or person thereon of all or substantially all of the Company’s 's assets or eighty percent (80%) or more of the Company’s 's then outstanding voting stock, or the liquidation or dissolution of the Company, the Committee mayCompany shall, in its absolute discretion and upon such terms and conditions as it deems appropriate, provide by resolution, adopted prior to such event and incorporated in the notice referred to in Section 3(c)(vii3.03(e), that at some time prior to the effective date of such event this Option shall be exercisable as to all the shares covered hereby, notwithstanding that this Option may not yet have become fully exercisable under Section 3(a)(i3.01(a); provided, however, that this acceleration of exercisability shall not take place if: (ia) This Option becomes unexercisable under Section 3(c) 3.03 prior to said effective date; or (iib) In connection with such an event, provision is made for an assumption of this Option or a substitution therefor of a new option by an employer corporation, or a parent or subsidiary of such corporation, so that such assumption or substitution complies with the provisions of Section 424(a) of the Code; and provided, further, that nothing in this the Section 3(d) 3.04 shall make this Option exercisable if it is otherwise unexercisable by reason of Section 3(e)4.04. The Committee Company may make such determinations and adopt such rules and conditions as it, in its absolute discretion, deems appropriate in connection with such acceleration of exercisability, including, but not by way of limitation, provisions to ensure that any such acceleration and resulting exercise shall be conditioned upon the consummation of the contemplated corporate transaction, and determinations regarding whether provisions for assumption or substitution have been made as defined in subsection (ii) above.

Acceleration of Exercisability. (a) In the event of a Change in Control, provided the merger or consolidation of the Company with or into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another corporation or person of all or substantially all of the Company’s assets or eighty percent (80%) or more of the Company’s then outstanding voting stock, or the liquidation or dissolution of the Company, the Committee may, in its absolute discretion and upon such terms and conditions as it deems appropriate, provide by resolution, adopted Option has not become unexercisable prior to such event Change in Control, the Option shall become fully vested and incorporated exercisable as to all shares covered thereby upon such Change in Control, notwithstanding anything to the notice referred to contrary in Section 3(c)(vii)3.1. (b) In the event of a Corporate Transaction, that at some time provided the Option has not become unexercisable prior to such Corporate Transaction, the Option shall become fully vested and exercisable as to all shares covered thereby immediately prior to the effective date of such event this Option shall be exercisable as to all the shares covered herebyCorporate Transaction, notwithstanding that this Option may not yet have become fully exercisable under anything to the contrary in Section 3(a)(i)3.1; provided, however, that this acceleration of exercisability shall not take place if: (i) This Option becomes unexercisable under Section 3(c) prior to said effective date; or (ii) In , in connection with such an eventCorporate Transaction, provision is made for an assumption of this Option or a substitution therefor of a new option by an employer corporation, or a parent or subsidiary of such corporation, so that such assumption or substitution complies with the provisions of Section 424(a) of the Code; and provided, further, that nothing in this Section 3(d. (c) shall make this Option exercisable if it is otherwise unexercisable by reason of Section 3(e). The Committee may make such determinations and adopt such rules and conditions as it, in its absolute discretion, deems appropriate in connection with such acceleration of exercisability, including, but not by way of limitation, provisions to ensure that any such acceleration and resulting exercise shall be conditioned upon the consummation of the contemplated corporate transactionChange in Control or Corporate Transaction, and determinations regarding whether provisions for assumption or substitution have been made as defined in subsection (iib) above.

Acceleration of Exercisability. In the event of the merger or consolidation of the Company with or into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another corporation or person of all or substantially all of the Company’s 's assets or eighty fifty percent (8050%) or more of the Company’s 's then outstanding voting stock, or the liquidation or dissolution of the Company, the Committee may, in its absolute discretion and upon such terms and conditions as it deems appropriate, provide by resolution, adopted prior to such event and incorporated in the notice referred to in Section 3(c)(vii3.3(e), that at some time prior to the effective date of such event this Option shall be exercisable as to all the shares covered hereby, notwithstanding that this Option may not yet have become fully exercisable under Section 3(a)(i3.1(a); provided, however, that this acceleration of exercisability shall not take place if: (ia) This Option becomes unexercisable under Section 3(c) 3.3 prior to said effective date; or (iib) In connection with such an event, provision is made for an assumption of this Option or a substitution therefor of a new option by an employer corporation, corporation or a parent or subsidiary of such corporation, so that such assumption or substitution complies with the provisions of Section 424(a) of the Code; and provided, further, that nothing in this Section 3(d) shall make this Option exercisable if it is otherwise unexercisable by reason of Section 3(e). The Committee may make such determinations and adopt such rules and conditions as it, in its absolute discretion, deems appropriate in connection with such acceleration of exercisability, including, but not by way of limitation, provisions to ensure that any such acceleration and resulting exercise shall be conditioned upon the consummation of the contemplated corporate transaction, and determinations regarding whether provisions for assumption or substitution have been made as defined in subsection (ii) above. None of the foregoing discretionary terms of this Section shall be permitted to the extent that such discretion would be inconsistent with the requirements of Rule 16b-3.

Acceleration of Exercisability. In the event of the merger or consolidation of the Company with or into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another corporation or person of all or substantially all of the Company’s 's assets or eighty percent (80%) or more of the Company’s 's then outstanding voting stock, or the liquidation or dissolution of the Company, the Committee may, in its absolute discretion and upon such terms and conditions as it deems appropriate, provide by resolution, adopted prior to such event and incorporated in the notice referred to in Section 3(c)(vii3.3(f), that at some time prior to the effective date of such event this Option shall be exercisable as to all the shares covered hereby, notwithstanding that this Option may not yet have become fully exercisable under Section 3(a)(i3.1(a). [; provided, however, that this acceleration of exercisability shall not take place if: (ia) This Option becomes unexercisable under Section 3(c) 3.3 prior to said effective date; or (iib) In connection with such an event, provision is made for an assumption of this Option or a substitution therefor of a new option by an employer corporation, corporation or a parent or subsidiary of such corporation, so that such assumption or substitution complies with the provisions of Section 424(a) of the Code; and provided, further, that nothing in this Section 3(d) 3.4 shall make this Option exercisable if it is otherwise unexercisable by reason of Section 3(e). 5.6.] [The Committee may make such determinations and adopt such rules and conditions as it, in its absolute discretion, deems appropriate in connection with such acceleration of exercisability, including, but not by way of limitation, provisions to ensure that any such acceleration and resulting exercise shall be conditioned upon the consummation of the contemplated corporate transaction, and determinations regarding whether provisions for assumption or substitution have been made as defined in subsection (ii) above.]]

Acceleration of Exercisability. (a) In the event of a Termination of Employment resulting from an Optionee's normal retirement or total disability (each as determined by the Committee in accordance with Company policies), early retirement with the consent of the Committee or death, the Option shall be exercisable as to all shares covered hereby, notwithstanding that this Option may not have become fully exercisable under Section 3.1; or (b) In the event of the merger or consolidation of the Company with or into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another corporation or person (excluding any employee benefit plan of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company) of all or substantially all of the Company’s 's assets or eighty percent (80%) 51% or more of the Company’s 's then outstanding voting stock, or the liquidation or dissolution of the Company, the Committee may, in its absolute discretion and upon such terms and conditions as it deems appropriate, shall then provide by resolution, adopted prior to such event and incorporated in the notice referred to in Section 3(c)(vii3.3(h), that at some time prior to the effective date of such event this Option shall be exercisable as to all the shares covered hereby, notwithstanding that this Option may not yet have become fully exercisable under Section 3(a)(i)3.1; provided, however, that this acceleration of exercisability shall not take place if: (i) This Option becomes unexercisable under Section 3(c) 3.3 prior to said effective date; or (ii) In connection with such an event, provision is made for an assumption of this Option or a substitution therefor of a new option by an employer corporation, corporation or a parent or subsidiary of such corporation, so that such assumption or substitution complies with the provisions of Section 424(a) of the Code; and provided, further, that nothing in this Section 3(d) shall make this Option exercisable if it is otherwise unexercisable by reason of Section 3(e). The Committee may make such determinations and adopt such rules and conditions as it, in its absolute discretion, deems appropriate in connection with such acceleration of exercisability, including, but not by way of limitation, provisions to ensure that any such acceleration and resulting exercise shall be conditioned upon the consummation of the contemplated corporate transaction, and determinations regarding whether provisions for assumption or substitution have been made as defined in subsection (ii) above.

Acceleration of Exercisability. In the event of the merger or consolidation of the Company with or into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another corporation or person of all or substantially all of the Company’s 's assets or eighty percent (80%) or more of the Company’s 's then outstanding voting stock, or the liquidation or dissolution of the Company, the Committee may, in its absolute discretion and upon such terms and conditions as it deems appropriate, provide by resolution, adopted prior to such event and incorporated in the notice referred to in Section 3(c)(vii3.3(f), that at some time prior to the effective date of such event this Option shall be exercisable as to all the shares covered hereby, notwithstanding that this Option may not yet have become fully exercisable under Section 3(a)(i3.1(a); provided, however, that this acceleration of exercisability shall not take place if: (ia) This Option becomes unexercisable under Section 3(c) 3.3 prior to said effective date; or (iib) In connection with such an event, provision is made for an assumption of this Option or a substitution therefor of a new option by an employer corporation, corporation or a parent or subsidiary of such corporation, so that such assumption or substitution complies with the provisions of Section 424(a) of the Code; and provided, further, that nothing in this Section 3(d) shall make this Option exercisable if it is otherwise unexercisable by reason of Section 3(e). The Committee may make such determinations and adopt such rules and conditions as it, in its absolute discretion, deems appropriate in connection with such acceleration of exercisability, including, but not by way of limitation, provisions to ensure that any such acceleration and resulting exercise shall be conditioned upon the consummation of the contemplated corporate transaction, and determinations regarding whether provisions for assumption or substitution have been made as defined in subsection (ii) above. None of the foregoing discretionary terms of this Section shall be permitted to the extent that such discretion would be inconsistent with the requirements of Rule 16b-3.

Acceleration of Exercisability. In the event of the merger or consolidation of the Company with or into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another corporation or person of all or substantially all of the Company’s assets or eighty percent (80%) or more of the Company’s then outstanding voting stock, or the liquidation or dissolution of the Company, the Committee may, in its absolute discretion and upon such terms and conditions as it deems appropriate, provide by resolution, adopted prior to such event and incorporated in the notice referred to in Section 3(c)(vii)event, that at some time prior to the effective date of such event this Option shall be exercisable as to all the shares covered hereby, notwithstanding that this Option may not yet have become fully exercisable under Section 3(a)(i3.1(a); provided, however, that the Committee, in its sole discretion, may forego this acceleration of exercisability shall not take place if: (i) This Option becomes unexercisable under Section 3(c) 3.3 prior to said effective date; or (ii) In connection with such an event, provision is made for an assumption of this Option or a substitution therefor of a new option by an employer corporation, corporation or a parent or subsidiary of such corporation, so that such assumption or substitution complies with the provisions of Section 424(a) of the Code; and provided, further, that nothing in this Section 3(d) shall make this Option exercisable if it is otherwise unexercisable by reason of Section 3(e). The Committee may make such determinations and adopt such rules and conditions as it, in its absolute discretion, deems appropriate in connection with such acceleration of exercisability, including, but not by way of limitation, provisions to ensure that any such acceleration and resulting exercise shall be conditioned upon the consummation of the contemplated corporate transaction, and determinations regarding whether provisions for assumption or substitution have been made as defined in subsection clause (ii) above.

Acceleration of Exercisability. In the event of the merger or consolidation of the Company with or into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another corporation or person of all or substantially all of the Company’s 's assets or eighty percent (80%) or more of the Company’s 's then outstanding voting stock, or the liquidation or dissolution of the Company, the Committee may, in its absolute discretion and upon such terms and conditions as it deems appropriate, provide by resolution, adopted prior to such event and incorporated in the notice referred to in Section 3(c)(vii3.3(f), that at some time prior to the effective date of such event this Option shall be exercisable as to all the shares covered hereby, notwithstanding that this Option may not yet have become fully exercisable under Section 3(a)(i3.1(a); provided, however, that this acceleration of exercisability shall not take place if: (ia) This Option becomes unexercisable under Section 3(c) 3.3 prior to said effective date; or (iib) In connection with such an event, provision is made for an assumption of this Option or a substitution therefor of a new option by an employer corporation, corporation or a parent or subsidiary of such corporation, so that such assumption or substitution complies with the provisions of Section 424(a) of the Code; and provided, further, that nothing in this Section 3(d) 3.4 shall make this Option exercisable if it is otherwise unexercisable by reason of Section 3(e)5.6. The Committee may make such determinations and adopt such rules and conditions as it, in its absolute discretion, deems appropriate in connection with such acceleration of exercisability, including, but not by way of limitation, provisions to ensure that any such acceleration and resulting exercise shall be conditioned upon the consummation of the contemplated corporate transaction, and determinations regarding whether provisions for assumption or substitution have been made as defined in subsection (ii) above.

Acceleration of Exercisability. In To the extent consistent with the requirements of Rule 16b-3, in the event of the merger or consolidation of the Company with or into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another corporation or person of all or substantially all of the Company’s 's assets or eighty percent (80%) % or more of the Company’s 's then outstanding voting stock, or the liquidation or dissolution of the Company, the Committee Board may, in its absolute discretion and upon such terms and conditions as it deems appropriate, provide by resolution, adopted prior to such event and incorporated in the notice referred to in Section 3(c)(vii3.3(f), that at some time prior to the effective date of such event this Option shall be exercisable as to all the shares covered hereby, notwithstanding that this Option may not yet have become fully exercisable under Section 3(a)(i3.1(a); provided, however, that this acceleration of exercisability shall not take place if: (ia) This Option becomes unexercisable under Section 3(c) 3.3 prior to said effective date; or (iib) In connection with such an event, provision is made for an assumption of this Option or a substitution therefor of a new option by an employer corporation, corporation or a parent or subsidiary of such corporation, so that such assumption or substitution complies with the provisions of Section 424(a) of the Code; and provided, further, that nothing in this Section 3(d) 3.4 shall make this Option exercisable if it is otherwise unexercisable by reason of Section 3(e)5.6. The Committee may make such determinations and adopt such rules and conditions as it, in its absolute discretion, deems appropriate in connection with such acceleration None of exercisability, including, but not by way the foregoing discretionary terms of limitation, provisions to ensure that any such acceleration and resulting exercise this Section shall be conditioned upon permitted to the consummation extent that such discretion would be inconsistent with the requirements of the contemplated corporate transaction, and determinations regarding whether provisions for assumption or substitution have been made as defined in subsection (ii) aboveRule 16b-3.

Acceleration of Exercisability. In the event of the merger or consolidation of the Company with or into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another corporation or person of all or substantially all of the Company’s 's assets or eighty percent (80%) or more of the Company’s 's then outstanding voting stock, or the liquidation or dissolution of the Company, the Committee may, in its absolute discretion and upon such terms and conditions as it deems appropriate, provide by resolution, adopted prior to such event and incorporated in the notice referred to in Section 3(c)(vii)event, that at some time prior to the effective date of such event this Option shall be exercisable as to all or a portion of the shares covered hereby, notwithstanding that this Option may not yet have become fully exercisable under Section 3(a)(i3.1(a); provided, however, that this the Committee may, in its sole discretion, forego such acceleration of exercisability shall not take place if: (i) This Option becomes unexercisable under Section 3(c) 3.3 prior to said effective date; or (ii) In connection with such an event, provision is made for an assumption of this Option or a substitution therefor of a new option by an employer corporation, corporation or a parent or subsidiary of such corporation, so that such assumption or substitution complies with the provisions of Section 424(a) of the Code; and provided, further, that nothing in this Section 3(d) shall make this Option exercisable if it is otherwise unexercisable by reason of Section 3(e). The Committee may make such determinations and adopt such rules and conditions as it, in its absolute discretion, deems appropriate in connection with such acceleration of exercisability, including, but not by way of limitation, provisions to ensure that any such acceleration and resulting exercise shall be conditioned upon the consummation of the contemplated corporate transaction, and determinations regarding whether provisions for assumption or substitution have been made as defined in subsection clause (ii) above.

Acceleration of Exercisability. In the event of the merger or consolidation of the Company with or into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another corporation or person of all or substantially all of the Company’s 's assets or eighty percent (80%) or more of the Company’s 's then outstanding voting stock, or the liquidation or dissolution of the Company, the Committee may, in its absolute discretion and upon such terms and conditions as it deems appropriate, provide by resolution, adopted prior to such event and incorporated in the notice referred to in Section 3(c)(vii3.3(f), that at some time prior to the effective date of such event this Option shall be exercisable as to all the shares covered hereby, notwithstanding that this Option may not yet have become fully exercisable under Section 3(a)(i3.1(a); provided, however, that this acceleration of exercisability shall not take place ifif : (ia) This Option becomes unexercisable under Section 3(c) 3.3 prior to said effective date; or (iib) In connection with such an event, provision is made for an assumption of this Option or a substitution therefor of a new option by an employer corporation, the successor corporation or a parent or subsidiary of such corporation, so that such assumption or substitution complies with the provisions of Section 424(a) of the Code; and provided, further, that nothing in this Section 3(d) shall make this Option exercisable if it is otherwise unexercisable by reason of Section 3(e). The Committee may make such determinations and adopt such rules and conditions as it, in its absolute discretion, deems appropriate in connection with such acceleration of exercisability, including, but not by way of limitation, provisions to ensure that any such acceleration and resulting exercise shall be conditioned upon the consummation of the contemplated corporate transaction, and determinations regarding whether provisions for assumption or substitution have been made as defined in subsection (ii) above. None of the foregoing discretionary terms of this Section shall be permitted to the extent that such discretion would be inconsistent with the requirements of Rule 16b-3.

Acceleration of Exercisability. In the event of the death or disability of the Optionee, or the merger or consolidation of the Company with or into another unrelated corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another unrelated corporation or person of all or substantially all of the Company’s 's assets or eighty percent (80%) % or more of the Company’s 's then outstanding voting stock, or the liquidation or dissolution of the Company, the Committee mayshall, in its absolute discretion and upon such terms and conditions as it deems appropriate, provide by resolution, adopted prior to such event and incorporated in the notice referred to in Section 3(c)(vii3.3(f), that at some time prior to the effective date of such event this Option shall be exercisable as to all the shares covered hereby, notwithstanding that this Option may not yet have become fully exercisable under Section 3(a)(i3.1(a); providedPROVIDED, howeverHOWEVER, that this acceleration of exercisability shall not take place if: (ia) This Option becomes unexercisable under Section 3(c) 3.3 prior to said effective date; or (iib) In connection with such an event, provision is made for an assumption of this Option or a substitution therefor of a new option by an employer corporation, corporation or a parent or subsidiary of such corporation, so that such assumption or substitution complies with the provisions of Section 424(a) of the Code; and provided, further, that nothing in this Section 3(d) shall make this Option exercisable if it is otherwise unexercisable by reason of Section 3(e). The Committee may make such determinations and adopt such rules and conditions as it, in its absolute discretion, deems appropriate in connection with such acceleration of exercisability, including, but not by way of limitation, provisions to ensure that any such acceleration and resulting exercise shall be conditioned upon the consummation of the contemplated corporate transaction, and determinations regarding whether provisions for assumption or substitution have been made as defined in subsection (ii) above.

Acceleration of Exercisability. (a) In the event of a Termination of Employment resulting from an Optionee's normal retirement or total disability (each as determined by the Committee in accordance with Company policies), death or early retirement with the consent of Committee, the Option shall be exercisable as to all shares covered hereby, notwithstanding that this Option may not have become fully exercisable under Section 3.1; or (b) In the event of the merger or consolidation of the Company with or into another corporation, the exchange of all or substantially all of the assets of the Company for the securities of another corporation, the acquisition by another corporation or person (excluding any employee benefit plan of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company) of all or substantially all of the Company’s 's assets or eighty percent (80%) or more than 50% of the Company’s 's then outstanding voting stock, or the liquidation or dissolution of the Company, the Committee may, in its absolute discretion and upon such terms and conditions as it deems appropriate, shall then provide by resolution, adopted prior to such event and incorporated in the notice referred to in Section 3(c)(vii3.3(f), that at some time prior to the effective date of such event this Option shall be exercisable as to all the shares covered hereby, notwithstanding that this Option may not yet have become fully exercisable under Section 3(a)(i)3.1; provided, however, that this acceleration of exercisability shall not take place if: (i) This Option becomes unexercisable under Section 3(c) 3.3 prior to said effective date; or (ii) In connection with such an event, provision is made for an assumption of this Option or a substitution therefor of a new option by an employer corporation, corporation or a parent or subsidiary of such corporation, so that such assumption or substitution complies with the provisions of Section 424(a) of the Code; and provided, further, that nothing in this Section 3(d) 3.4 shall make this Option exercisable if it is otherwise unexercisable by reason of Section 3(e)5.6. The Committee may make such determinations and adopt such rules and conditions as it, in its absolute discretion, deems appropriate in connection with such acceleration of exercisability, including, but not by way of limitation, provisions to ensure that any such acceleration and resulting exercise shall be conditioned upon the consummation of the contemplated corporate transaction, and determinations regarding whether provisions for assumption or substitution have been made as defined in subsection (ii) above.