Common use of Alternative Award Clause in Contracts

Alternative Award. No cancellation, acceleration, vesting, lapse of restrictions or other payment shall occur with respect to any Non-Statutory Stock Options in connection with a Change in Control if the Committee reasonably determines in good faith, prior to the occurrence of the Change in Control, that such Non-Statutory Stock Options shall be honored or assumed, or new rights substituted therefor following the Change in Control (such honored, assumed, or substituted award, an “Alternative Award”), provided that any Alternative Award must: (i) Give the Employee who held such Non-Statutory Stock Options rights and entitlements substantially equivalent to or better than the rights and terms applicable under such Non-Statutory Stock Options, including but not limited to an identical or better exercise and vesting schedule, and identical or better timing and methods of payment; and (ii) Have terms such that if, following a Change in Control, an Employee’s employment is involuntarily or constructively terminated (other than for Cause) at a time when any portion of the Alternative Award is non-vested, the non-vested portion of such Alternative Award shall immediately vest and become exercisable in full. For purposes of this Section 6(a)(ii), involuntary termination of employment refers to actual, involuntary termination of employment (other than for Cause), and constructive termination of employment refers to any of the following (other than for Cause) occurring within two years following the Change in Control: (A) material diminution in duties; (B) material diminution in compensation, or (C) a requirement to relocate to a primary place of business more than 50 miles from Employee’s primary plan of business immediately prior to the Change in Control.

Alternative Award. No cancellation, acceleration, vesting, lapse of restrictions or other payment shall occur with respect to any Non-Statutory Stock Options in connection with a Change in Control if the Committee reasonably determines in good faith, prior to the occurrence of the Change in Control, that such Non-Statutory Stock Options shall be honored or assumed, or new rights substituted therefor following the Change in Control (such honored, assumed, or substituted award, an “Alternative Award”), provided that any Alternative Award must: (i) Give the Employee Grantee who held such Non-Statutory Stock Options rights and entitlements substantially equivalent to or better than the rights and terms applicable under such Non-Statutory Stock Options, including but not limited to an identical or better exercise and vesting schedule, and identical or better timing and methods of payment; and (ii) Have terms such that if, within two years following a Change in Control, an Employeea Grantee’s employment Service Relationship is involuntarily or constructively terminated (or alternatively, in the case of a Grantee who is an employee, constructively terminated) other than for Cause) Cause at a time when any portion of the Alternative Award is non-vested, the non-vested portion of such Alternative Award shall immediately vest and become exercisable in full. For purposes of this Section 6(a)(ii), involuntary termination of employment the Service Relationship refers to actual, involuntary termination of employment (other than for Cause), and constructive termination of employment (in the case of a Grantee who is an employee) refers to any of the following (other than for Cause) occurring within two years following the Change in Control: (A) material diminution in duties; (B) material diminution in compensation, or (C) a requirement to relocate to a primary place of business more than 50 miles from EmployeeGrantee’s primary plan place of business immediately prior to the Change in Control.