Common use of Acceleration of Vesting of the Option Clause in Contracts

Acceleration of Vesting of the Option. The Option shall become fully vested and exercisable upon the occurrence of any of the following events: (i) the termination of the Optionee’s employment with the Company by reason of the Optionee’s death or disability (within the meaning of Section 22(e)(3) of the Code), or due to the Optionee’s Retirement from the Company. For purposes hereunder, Retirement shall mean a termination of the Optionee’s employment at or after age 62 for any reason except by the Company for Cause, provided, that the Optionee has also been employed by the Company for at least five years. (ii) within one (1) year following a Change in Control, (A) the Optionee’s employment is terminated by the Company without Cause (as defined in Section 3(c)(ii) below) or (B) a termination of employment by the Optionee for “Good Reason” and provided that the Optionee executes a non-revocable written release in the form provided by the Company or its successors. For purposes hereunder, “Good Reason” shall mean either:

Acceleration of Vesting of the Option. The Option shall become fully vested and exercisable upon the occurrence of any of the following events: (i) the termination of the Optionee’s employment with the Company by reason of the Optionee’s death or disability (within the meaning of Section 22(e)(3) of the Code), or due to the Optionee’s Retirement from the Company. For purposes hereunder, Retirement shall mean a termination of the Optionee’s employment at or after age 62 for any reason except by the Company for Cause, provided, that the Optionee Recipient has also been employed by the Company for at least five years. (ii) within one (1) year following a Change in Control, (A) the Optionee’s employment is terminated by the Company without Cause (as defined in Section 3(c)(ii) below) or (B) a termination of employment by the Optionee for “Good Reason” and provided that the Optionee executes a non-revocable written release in the form provided by the Company or its successors. For purposes hereunder, “Good Reason” shall mean either: