Common use of Acceleration of Vesting and Exercisability Clause in Contracts

Acceleration of Vesting and Exercisability. Notwithstanding anything to the contrary in Section 3.1 or the Grant Agreement, the Option shall become fully vested and exercisable on an accelerated basis under the following circumstances: (a) if Participant’s Termination of Employment occurs by reason of Participant’s Job Elimination and Participant executes and delivers, and does not revoke, a general waiver and release of all claims against the Company and its Subsidiaries and the employees, directors, agents and affiliates of the Company and its Subsidiaries, in a form acceptable to the Company in its sole and absolute discretion, then the Option shall become fully vested and exercisable upon the date such general waiver and release of all claims becomes effective and irrevocable; provided, that such general waiver and release of all claims becomes effective and irrevocable prior to the expiration of the Option pursuant to Section 3.4 or such earlier date as may be specified by the Company; and (b) if Participant’s Termination of Employment occurs by reason of Participant’s death or permanent and total disability (within the meaning of Code Section 22(e)(3)), then the Option shall become fully vested and exercisable immediately prior to Participant’s Termination of Employment.

Acceleration of Vesting and Exercisability. Notwithstanding anything to the contrary in Section 3.1 or the Grant Agreement, the Option shall become fully vested and exercisable on an accelerated basis under the following circumstances: : (a) if Participant’s Termination of Employment occurs by reason of Participant’s Job Elimination and Participant executes and delivers, and does not revoke, a general waiver and release of all claims against the Company and its Subsidiaries and the employees, directors, agents and affiliates of the Company and its Subsidiaries, in a form acceptable to the Company in its sole and absolute discretion, then the Option shall become fully vested and exercisable upon the date such general waiver and release of all claims becomes effective and irrevocable; provided, that such general waiver and release of all claims becomes effective and irrevocable prior to the expiration of the Option pursuant to Section 3.4 or such earlier date as may be specified by the Company; and and (b) if Participant’s Termination of Employment occurs by reason of Participant’s death or permanent and total disability (within the meaning of Code Section 22(e)(3)), then the Option shall become fully vested and exercisable immediately prior to Participant’s Termination of Employment.