Common use of Acceleration of Stock Options upon a Change in Control Clause in Contracts

Acceleration of Stock Options upon a Change in Control. If the Company experiences a Corporate Change, the exercisability and vesting of all Stock Options granted to Employee before November 13, 1998 and held by Employee as of the date of the Corporate Change 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 herein 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 Employee, will effect one or more of the following alternatives or combination of alternatives with respect to all outstanding Stock Options (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 exercisable options (including any options exercisable pursuant to the first sentence of this Paragraph 18.A.) then outstanding may be exercised in full for a limited period of time on or before a specified date (which will permit Employee 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 all unexercised options and all rights of Employee thereunder shall terminate, (2) provide that exercisable options (including any options exercisable pursuant to the first sentence of this Paragraph 18.A.) then outstanding may be exercised so that such options may be exercised in full for their then remaining term, or (3) require the mandatory surrender to the Company of outstanding options held by Employee (including any options exercisable pursuant to the first sentence of this Paragraph 18.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 Employee 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 Employee) that, if Employee exercised his 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 Employee'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 Employee in as close to the same position as Employee would have been in had alternative 1, 2 or 3 been selected but without resulting in any payment by Employee pursuant to Section 16(b) of the Exchange Act. Notwithstanding the foregoing, with the consent of Employee, the Committee may in lieu of the foregoing make such provision with respect of any Corporate Change as it deems appropriate.

Acceleration of Stock Options upon a Change in Control. If the Company experiences a Corporate Change, the exercisability and vesting of all Stock Options granted to Employee before November 13, 1998 and held by Employee Moore as of the date of the Corporate Change shall xxxll 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 herein 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 EmployeeMoore, will effect one or more of the following alternatives followxxx xxxxxxxtives or combination of alternatives with respect to all outstanding Stock Options (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 exercisable options (including any options exercisable pursuant to the first sentence of this Paragraph 18.A.8.B.) then outstanding may be exercised in full for a limited period of time on or before a specified date (which will permit Employee Moore to participate with the Common Stock received xxxxxved 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 all unexercised options and all rights of Employee Moore thereunder shall terminate, (2) provide that providx xxxt exercisable options (including any options exercisable pursuant to the first sentence of this Paragraph 18.A.8.B.) then outstanding may be exercised so that such options may be exercised in full for their then remaining term, or (3) require the mandatory surrender to the Company of outstanding options held by Employee Moore (including any options exercisable pursuant pxxxxxnt to the first sentence of this Paragraph 18.A.8.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 Employee Moore an amount of cash equal to the excess of excexx xf 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 EmployeeMoore) that, if Employee Moore exercised his accelerated accxxxxxted options pursuant pxxxxxnt 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 EmployeeMoore's owing any money by virtue of operation opexxxxxx 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 Employee Moore in as close to the same position as Employee Moxxx would have been in had alternative 1, 2 0 or 3 been selected but without resulting in any payment by Employee Moore pursuant to Section 16(b) of the xxx Exchange Act. Notwithstanding the foregoing, with the consent of EmployeeMoore, the Committee may in lieu of the foregoing xxxegoing make such provision with respect of any Corporate Change as it deems appropriate.. C.

Acceleration of Stock Options upon a Change in Control. If the Company experiences a Corporate Change, the exercisability and vesting of all Stock Options granted to Employee before November 13, 1998 and held by Employee Xxxxx as of the date of the Corporate Change shall accelerate as of the date of such Corporate Change. The Compensation Committee of the Company's ’s Board of Directors (the "Committee") shall provide that if a Corporate Change occurs, then effective as of a date selected by the Compensation Committee, the Compensation Committee (which for purposes of the Corporate Changes described in clauses (iii) and (v) of the definition of Corporate Change herein below shall be the Compensation Committee as constituted prior to the occurrence of such Corporate Change) acting in its sole discretion without the consent or approval of EmployeeXxxxx, will xxxx effect one or more of the following alternatives or combination of alternatives with respect to all outstanding Stock Options (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 exercisable options (including any options exercisable pursuant to the first sentence of this Paragraph 18.A.8.B.) then outstanding may be exercised in full for a limited period of time on or before a specified date (which will permit Employee Xxxxx 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 Compensation Committee, after which specified date all unexercised options and all rights of Employee Xxxxx thereunder shall terminate, (2) provide that exercisable options (including any options exercisable pursuant to the first sentence of this Paragraph 18.A.8.B.) then outstanding may be exercised so that such options may be exercised in full for their then remaining term, or (3) require the mandatory surrender to the Company of outstanding options held by Employee Xxxxx (including any options exercisable pursuant to the first sentence of this Paragraph 18.A.8.B.) as of a date, before or not later than sixty days after such Corporate Change, specified by the Compensation Committee, and in such event the Compensation Committee shall thereupon cancel such options and the Company shall pay to Employee Xxxxx 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 Compensation Committee shall not select an alternative (unless consented to by EmployeeXxxxx) that, if Employee Xxxxx exercised his 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 Employee's Xxxxx’x owing any money by virtue of operation of Section 16(b) of the Exchange Act. If all such alternatives have such a result, the Compensation Committee shall take such action, which is hereby authorized, to put Employee Xxxxx in as close to the same position as Employee Xxxxx would have been in had alternative 1, 2 or 3 been selected but without resulting in any payment by Employee Xxxxx pursuant to Section 16(b) of the Exchange Act. Notwithstanding the foregoing, with the consent of EmployeeXxxxx, the Compensation Committee may in lieu of the foregoing make such provision with respect of any Corporate Change as it deems appropriate.

Acceleration of Stock Options upon a Change in Control. If the Company experiences a Corporate Change, the exercisability and vesting of all Stock Options granted to Employee before November 13, 1998 and held by Employee as of the date of the Corporate Change 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 Compensation Committee, the Compensation Committee (which for purposes of the Corporate Changes described in clauses (iii) and (v) of the definition of Corporate Change herein shall be the Compensation Committee as constituted prior to the occurrence of such Corporate Change) acting in its sole discretion without the consent or approval of Employee, will effect one or more of the following alternatives or combination of alternatives with respect to all outstanding Stock Options (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 exercisable options (including any options exercisable pursuant to the first sentence of this Paragraph 18.A.) then outstanding may be exercised in full for a limited period of time on or before a specified date (which will permit Employee 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 Compensation Committee, after which specified date all unexercised options and all rights of Employee thereunder shall terminate, (2) provide that exercisable options (including any options exercisable pursuant to the first sentence of this Paragraph 18.A.) then outstanding may be exercised so that such options may be exercised in full for their then remaining term, or (3) require the mandatory surrender to the Company of outstanding options held by Employee (including any options exercisable pursuant to the first sentence of this Paragraph 18.A.) as of a date, before or not later than sixty days after such Corporate Change, specified by the Compensation Committee, and in such event the Compensation Committee shall thereupon cancel such options and the Company shall pay to Employee 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 Compensation Committee shall not select an alternative (unless consented to by Employee) that, if Employee exercised his 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 Employee'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 Compensation Committee shall take such action, which is hereby authorized, to put Employee in as close to the same position as Employee would have been in had alternative 1, 2 or 3 been selected but without resulting in any payment by Employee pursuant to Section 16(b) of the Exchange Act. Notwithstanding the foregoing, with the consent of Employee, the Compensation Committee may in lieu of the foregoing make such provision with respect of any Corporate Change as it deems appropriate.

Acceleration of Stock Options upon a Change in Control. If the Company experiences a Corporate Change, the exercisability and vesting of all Stock Options granted to Employee before November 13, 1998 and held by Employee as of the date of the Corporate Change 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 herein 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 Employee, will effect one or more of the following alternatives or combination of alternatives with respect to all outstanding Stock Options (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 exercisable options (including any options exercisable pursuant to the first sentence of this Paragraph 18.A.) then outstanding may be exercised in full for a limited period of time on or before a specified date (which will permit Employee 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 all unexercised options and all rights of Employee thereunder shall terminate, (2) provide that exercisable options (including any options exercisable pursuant to the first sentence of this Paragraph 18.A.) then outstanding may be exercised so that such options may be exercised in full for their then remaining term, or (3) require the mandatory surrender to the Company of outstanding options held by Employee (including any options exercisable pursuant to the first sentence of this Paragraph 18.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 Employee 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 Employee) that, if Employee exercised his 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 Employee'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 Employee in as close to the same position as Employee would have been in had alternative 1, 2 or 3 been selected but without resulting in any payment by Employee pursuant to Section 16(b) of the Exchange Act. Notwithstanding the foregoing, with the consent of Employee, the Committee may in lieu of the foregoing make such provision with respect of any Corporate Change as it deems appropriate.. B.

Acceleration of Stock Options upon a Change in Control. If the Company experiences a Corporate Change, the exercisability and vesting of all Stock Options granted to Employee before November 13, 1998 and held by Employee Xxxxx as of the date of the Corporate Change 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 Compensation Committee, the Compensation Committee (which for purposes of the Corporate Changes described in clauses (iii) and (v) of the definition of Corporate Change herein below shall be the Compensation Committee as constituted prior to the occurrence of such Corporate Change) acting in its sole discretion without the consent or approval of EmployeeXxxxx, will xxxx effect one or more of the following alternatives or combination of alternatives with respect to all outstanding Stock Options (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 exercisable options (including any options exercisable pursuant to the first sentence of this Paragraph 18.A.8.B.) then outstanding may be exercised in full for a limited period of time on or before a specified date (which will permit Employee Xxxxx 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 Compensation Committee, after which specified date all unexercised options and all rights of Employee Xxxxx thereunder shall terminate, (2) provide that exercisable options (including any options exercisable pursuant to the first sentence of this Paragraph 18.A.8.B.) then outstanding may be exercised so that such options may be exercised in full for their then remaining term, or (3) require the mandatory surrender to the Company of outstanding options held by Employee Xxxxx (including any options exercisable pursuant to the first sentence of this Paragraph 18.A.8.B.) as of a date, before or not later than sixty days after such Corporate Change, specified by the Compensation Committee, and in such event the Compensation Committee shall thereupon cancel such options and the Company shall pay to Employee Xxxxx 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 Compensation Committee shall not select an alternative (unless consented to by EmployeeXxxxx) that, if Employee Xxxxx exercised his 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 Employee's Xxxxx'x owing any money by virtue of operation of Section 16(b) of the Exchange Act. If all such alternatives have such a result, the Compensation Committee shall take such action, which is hereby authorized, to put Employee Xxxxx in as close to the same position as Employee Xxxxx would have been in had alternative 1, 2 or 3 been selected but without resulting in any payment by Employee Xxxxx pursuant to Section 16(b) of the Exchange Act. Notwithstanding the foregoing, with the consent of EmployeeXxxxx, the Compensation Committee may in lieu of the foregoing make such provision with respect of any Corporate Change as it deems appropriate.

Acceleration of Stock Options upon a Change in Control. If the Company experiences a Corporate Change, the exercisability and vesting of all Stock Options granted to Employee before November 13, 1998 and held by Employee Moore as of the date of the Corporate Change shall accelerate shxxx xccelerate 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 herein 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 EmployeeMoore, will effect one or more of the following alternatives axxxxxxxxxxx or combination of alternatives with respect to all outstanding Stock Options (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 exercisable options (including any options exercisable pursuant to the first sentence of this Paragraph 18.A.8.B.) then outstanding may be exercised in full for a limited period of time on or before a specified date (which will permit Employee Moore to participate with the Common Stock received upon receivex xxxn 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 all unexercised options and all rights of Employee Moore thereunder shall terminate, (2) provide that exercisable xxxxcisable options (including any options exercisable pursuant to the first sentence of this Paragraph 18.A.8.B.) then outstanding may be exercised so that such options may be exercised in full for their then remaining term, or (3) require the mandatory surrender to the Company of outstanding options held by Employee Moore (including any options exercisable pursuant pursxxxx to the first sentence of this Paragraph 18.A.8.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 Employee Moore an amount of cash equal to the excess of the fair txx xxir 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 EmployeeMoore) that, if Employee Moore exercised his accelerated options oxxxxxs pursuant to alternative xx xlternative 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 EmployeeMoore's owing any money by virtue of operation of Section ox Xxxxxon 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 Employee Moore in as close to the same position as Employee would Moore wxxxx have been in had alternative 1, 2 or 3 0 been selected but without resulting in any payment by Employee Moore pursuant to Section 16(b) of the Exchange Xxxxxnge Act. Notwithstanding the foregoing, with the consent of EmployeeMoore, the Committee may in lieu of the foregoing make foregoinx xxxe such provision with respect of any Corporate Change as it deems appropriate.