Common use of Alternative Award Clause in Contracts

Alternative Award. Notwithstanding Section 5(a), no cancellation, termination, or settlement or other payment shall occur with respect to any Option if the Administrator reasonably determines prior to the Change in Control that the Associate shall receive an Alternative Award meeting the requirements of the Plan; provided, however, that if this Section 5(b) becomes operative, but the Associate’s employment is terminate by the Company without Cause or the Associate resigns with Good Reason and any such termination occurs between the date a definitive agreement is signed by the Company contemplating transactions which, if consummated, would result in a Change in Control and the date that is twenty-four (24) months following the Change in Control, all then outstanding unvested Options shall become immediately vested and exercisable.

Alternative Award. Notwithstanding Section 5(a2(d)(i), no cancellation, termination, or settlement or other payment shall occur with respect to any Option Restricted Stock if the Administrator reasonably determines prior to the Change in Control that the Associate shall receive an Alternative Award meeting the requirements of the Plan; provided, however, that if this Section 5(b2(d)(i) becomes operative, but if the Associate’s employment Associate is terminate by the Company terminated without Cause or the Associate resigns with Good Reason Reason, and any such termination occurs between the date a definitive agreement is signed by the Company contemplating transactions which, if consummated, would result in a Change in Control and the date that is twenty-four (24) months following the Change in Control, all then outstanding unvested Options Restricted Stock, if any, shall become immediately vested and exercisable.