Common use of ACCELERATION SHARES Clause in Contracts

ACCELERATION SHARES. Notwithstanding any provisions hereof to the contrary, if this Option is accelerated under this Section 2, the portion of this Option that may be exercised to acquire Shares that the Optionee would not be entitled to acquire but for such acceleration (the "Acceleration Shares"), is limited to that number of Acceleration Shares that can be acquired without causing the Optionee to have an "excess parachute payment" as determined under Section 280G of the Code, determined by taking into account all of the Optionee's "parachute payments" determined under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"). If as a result of this Section 2(f), the Optionee may not acquire all of the Acceleration Shares, then the Acceleration Shares that the Optionee may acquire shall be the last shares that the Optionee would have been entitled to acquire had this Option not been accelerated.