Common use of Acceleration of Option upon a Change in Control Clause in Contracts

Acceleration of Option upon a Change in Control. If the Company experiences a Corporate Change, the exercisability and vesting of this Option shall accelerate as of the date of such Corporate Change. The Compensation Committee of the Company's Board of Directors (the "Committee") shall provide that if a Corporate Change occurs, then effective as of a date selected by the Committee, the Committee (which for purposes of the Corporate Changes described in clauses (iii) and (v) of the definition of Corporate Change below shall be the Committee as constituted prior to the occurrence of such Corporate Change) acting in its sole discretion without the consent or approval of Optionee, will effect one or more of the following alternatives or combination of alternatives with respect to this Option (which alternatives may be conditional on the occurrence of such of the Corporate Change specified in clause (i) through (v) of the definition of Corporate Change below which gives rise to the Corporate Change): (1) in the case of a Corporate Change specified in clauses (i), (ii) or (iv) of the definition thereof, provide that the Option (including any portion exercisable pursuant to the first sentence of this Paragraph 9.B.) may be exercised in full for a limited period of time on or before a specified date (which will permit Optionee to participate with the Common Stock received upon exercise of such option in the event of a Corporate Change specified in clauses (i), (ii) or (iv) of the definition of Corporate Change below, as the case may be) fixed by the Committee, after which specified date the Option and all rights of Optionee hereunder shall terminate, (2) provide that the Option (including any portion exercisable pursuant to the first sentence of this Paragraph 9.B.) may be exercised for the Options then remaining term, or (3) require the mandatory surrender to the Company of this Option (including any portion exercisable pursuant to the first sentence of this Paragraph 9.B.) as of a date, before or not later than sixty days after such Corporate Change, specified by the Committee, and in such event the Committee shall thereupon cancel such Options and the Company shall pay to Optionee an amount of cash equal to the excess of the fair market value of the aggregate shares subject to such Option over the aggregate option price of such shares; provided, however, the Committee shall not select an alternative (unless consented to by Optionee) that, if Optionee exercised Optionee's accelerated Options pursuant to alternative 1 or 2 and participated in the transaction specified in clause (i), (ii) or (iv) of the definition of Corporate Change below or received cash pursuant to alternative 3, would result in Optionee's owing any money by virtue of operation of Section 16(b) of the Exchange Act. If all such alternatives have such a result, the Committee shall take such action, which is hereby authorized, to put Optionee in as close to the same position as Optionee would have been in had alternative 1, 2 or 3 been selected but without resulting in any payment by Optionee pursuant to Section 16(b) of the Exchange Act. Notwithstanding the foregoing, with the consent of Optionee, the Committee may in lieu of the foregoing make such provision with respect of any Corporate Change as it deems appropriate.

Acceleration of Option upon a Change in Control. If the Company experiences a Corporate Change, the exercisability and vesting of this Option shall accelerate as of the date of such Corporate Change. The Compensation Committee of the Company's Board of Directors (the "Committee") shall provide that if a Corporate Change occurs, then effective as of a date selected by the Committee, the Committee (which for purposes of the Corporate Changes described in clauses (iii) and (v) of the definition of Corporate Change below shall be the Committee as constituted prior to the occurrence of such Corporate Change) acting in its sole discretion without the consent or approval of Optionee, will effect one or more of the following alternatives or combination of alternatives with respect to this Option (which alternatives may be conditional on the occurrence of such of the Corporate Change specified in clause (i) through (v) of the definition of Corporate Change below which gives rise to the Corporate Change): (1) in the case of a Corporate Change specified in clauses (i), (ii) or (iv) of the definition thereof, provide that the Option (including any portion exercisable pursuant to the first sentence of this Paragraph 9.B.9.A.) may be exercised in full for a limited period of time on or before a specified date (which will permit Optionee to participate with the Common Stock received upon exercise of such option in the event of a Corporate Change specified in clauses (i), (ii) or (iv) of the definition of Corporate Change below, as the case may be) fixed by the Committee, after which specified date the Option and all rights of Optionee hereunder shall terminate, (2) provide that the Option (including any portion exercisable pursuant to the first sentence of this Paragraph 9.B.9.A.) may be exercised for the Options then remaining term, or (3) require the mandatory surrender to the Company of this Option (including any portion exercisable pursuant to the first sentence of this Paragraph 9.B.9.A.) as of a date, before or not later than sixty days after such Corporate Change, specified by the Committee, and in such event the Committee shall thereupon cancel such Options and the Company shall pay to Optionee an amount of cash equal to the excess of the fair market value of the aggregate shares subject to such Option over the aggregate option price of such shares; provided, however, the Committee shall not select an alternative (unless consented to by Optionee) that, if Optionee exercised Optionee's accelerated Options pursuant to alternative 1 or 2 and participated in the transaction specified in clause (i), (ii) or (iv) of the definition of Corporate Change below or received cash pursuant to alternative 3, would result in Optionee's owing any money by virtue of operation of Section 16(b) of the Exchange Act. If all such alternatives have such a result, the Committee shall take such action, which is hereby authorized, to put Optionee in as close to the same position as Optionee would have been in had alternative 1, 2 or 3 been selected but without resulting in any payment by Optionee pursuant to Section 16(b) of the Exchange Act. Notwithstanding the foregoing, with the consent of Optionee, the Committee may in lieu of the foregoing make such provision with respect of any Corporate Change as it deems appropriate.. C.