Common use of Adjustments in Acquisitions Clause in Contracts

Adjustments in Acquisitions. In accordance with the provisions of Section 7.2(a) of the General Terms, the Option will Accelerate in full in the event of an Acquisition if the Optionee remains employed by the Company or one of its Affiliates as of the date of the Acquisition, which means the closing date thereof, and the Option is not assumed or replaced by the successor or acquiring entity or the entity in control of such successor or acquiring entity in accordance with Section 7.2 (referred to for purposes of this section as the “Acquirer”). Otherwise, the Option will not Accelerate in the event of an Acquisition. In this regard, if the Optionee is offered employment or some other compensation continuing role by or on behalf of the Acquirer, including but not limited to, continuing employment with the Company, and in connection therewith, the Acquirer offers to assume or replace the Option, the Option will not Accelerate if the Optionee does not accept the offer. Subject to the terms of any other written agreement between the Optionee and the Company related to the Optionee’s employment by or other association with the Company and in accordance with Sections 7.1, 7.2, 7.4 and 7.5 of the General Terms, the Committee may, if it so determines in the exercise of its sole discretion, also make provision for proportionately adjusting the number or class of securities covered by the Option, as well as the price to be paid therefor, in the event that the Company effects one or more Acquisitions, corporate separations, reorganizations, liquidations or other increases or reductions of shares of its outstanding Common Stock.

Adjustments in Acquisitions. [Applicable provision to be designated by Committee at time of grant.] [In accordance with the provisions of Section 7.2(a8.2(a) of the General TermsPlan, the Option will Accelerate in full in the event of an Acquisition if the Optionee remains employed by the Company or one of its Affiliates as of the date of the Acquisition, which means the closing date thereof, and the Option is not assumed or replaced by the successor or acquiring entity or the entity in control of such successor or acquiring entity in accordance with Section 7.2 8.2 (referred to for purposes of this section as the “Acquirer”). Otherwise, the Option will not Accelerate in the event of an Acquisition. In this regard, if the Optionee is offered employment or some other compensation compensated continuing role by or on behalf of the Acquirer, including but not limited to, continuing employment with the Company, and in connection therewith, the Acquirer offers to assume or replace the Option, the Option will not Accelerate if the Optionee does not accept the offer. .] OR [Notwithstanding the provision of Section 8.2(a) of the Plan, in the event of an Acquisition, outstanding options will not vest and become exercisable except as follows: [specify alternative treatment] Subject to the terms of any other written agreement between the Optionee and the Company related to the Optionee’s employment by or other association with the Company and in accordance with Sections 7.18.1, 7.28.2, 7.4 8.4 and 7.5 8.5 of the General TermsPlan, the Committee may, if it so determines in the exercise of its sole discretion, also make provision for proportionately adjusting the number or class of securities covered by the Option, as well as the price to be paid therefor, in the event that the Company effects one or more Acquisitions, corporate separations, reorganizations, liquidations or other increases or reductions of shares of its outstanding Common Stock.. [To be added to option grants to employees who are executive officers and members of management who have a director title or are otherwise identified by the Committee:

Adjustments in Acquisitions. [APPLICABLE PROVISION TO BE DESIGNATED BY COMPENSATION COMMITTEE AT TIME OF GRANT] [In accordance with the provisions of Section 7.2(a8.2(a) of the General TermsPlan, the Option will Accelerate in full in the event of an Acquisition constituting a Change of Control if the Optionee remains employed by the Company or one of its Affiliates as of the closing date of the such Acquisition, which means the closing date thereof, and the Option is not assumed or replaced by the successor or acquiring entity or the entity in control of such successor or acquiring entity in accordance with Section 7.2 8.2 (referred to for purposes of this section as the “Acquirer”). Otherwise, the Option will not Accelerate in the event of an Acquisition. In this regard, if the Optionee is offered employment or some other compensation continuing role by or on behalf of the Acquirer, including but not limited to, continuing employment with the Company, and in connection therewith, the Acquirer offers to assume or replace the Option, the Option will not Accelerate if the Optionee does not accept the offer. .] OR [Notwithstanding the provision of Section 8.2(a) of the Plan, in the event of an Acquisition, the Option will not vest and become exercisable except as follows: [specify alternative treatment] [Subject to the terms of any other written agreement between the Optionee and the Company related to the Optionee’s employment by or other association with the Company Continuous Service and in accordance with Sections 7.18.1, 7.28.2, 7.4 8.4 and 7.5 8.5 of the General TermsPlan, the Committee may, if it so determines in the exercise of its sole discretion, also make provision for proportionately adjusting the number or class of securities covered by the Option, as well as the price to be paid thereforExercise Price, in the event that the Company effects one or more Acquisitions, corporate separations, reorganizations, liquidations or other increases or reductions of shares of its outstanding Common Stock.] OR