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 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 terms, and identical or better timing and methods of payment; and (ii) Have the following terms (which shall apply if this Award is assumed, or if a replacement Award is issued): (A) if, within 2 years following a Change in Control, a Grantee’s Service Relationship is involuntarily terminated other than for Cause, or terminates for Good Reason, at a time when any portion of the Alternative Award is non-vested, vesting of the Alternative Award shall accelerate in full. (B) If clause (A) is not triggered because Grantee remains employed by the acquirer, then: (I) The XXX metric shall be deemed satisfied for the Grant Year in which the Change in Control occurs and for future Grant Years within the Performance Period, and Grantee shall continue to vest in the XXX-Vested Options based on continued service during the Performance Period; and (II) The Stock Price-Vested Options shall be forfeited to the extent an applicable Stock Price Goal has not been achieved upon the Change in Control. To the extent a Stock Price Goal has been achieved, Grantee shall continue to vest in the Stock Price-Vested Options based on continued service during the Performance Period.

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 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 terms, and identical or better timing and methods of payment; and (ii) Have the following terms (which shall apply if this Award is assumed, or if a replacement Award is issued): (A) if, within 2 years following a Change in Control, a Grantee’s Service Relationship is involuntarily terminated other than for Cause, or terminates for Good Reason, at a time when any portion of the Alternative Award is non-vested, vesting of the Alternative Award shall accelerate in full. (B) If clause (A) is not triggered because Grantee remains employed by the acquirer, then: (I) The XXX metric Time-Vested Options shall continue to vest in accordance with the otherwise applicable terms of this Agreement; and (II) The Performance Objectives shall be deemed satisfied for the Grant Year in which the Change in Control occurs and for future Grant Years within the Performance Period, and Grantee shall continue to vest in accordance with the XXX-Vested Options based on continued service during the Performance Period; and (II) The Stock Price-Vested Options shall be forfeited to the extent an applicable Stock Price Goal has not been achieved upon the Change in Control. To the extent a Stock Price Goal has been achieved, Grantee shall continue to vest in the Stock Price-Vested Options based on continued service during the Performance Periodterms of this Agreement.

Alternative Award. No Without limitation of the foregoing Section 6(a), 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, Control that the Grantee holding such Non-Statutory Stock Options shall be honored or assumed, or new rights substituted therefor receive an Alternative Award following the Change in Control (such honored, assumed, or substituted award, an “Alternative Award”)Control, provided that any Alternative Award must: (i) Give the 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 terms, and identical or better timing and methods of payment; and (ii) Have the following terms (which shall apply if this Award is assumed, or if a replacement Award is issued): (A) if, within 2 years following a Change in Control, a Grantee’s Service Relationship is involuntarily terminated other than for Cause, or terminates for Good Reason, at a time when any portion of the Alternative Award is non-vested, vesting of the Alternative Award shall accelerate in full. (B) If clause (A) is not triggered because Grantee remains employed by the acquirer, then: (I) The XXX metric shall be deemed satisfied for the Grant Year in which the Change in Control occurs and for future Grant Years within the Performance Period, and Grantee Time-Vested Options shall continue to vest in accordance with the XXX-Vested Options based otherwise applicable terms of this Agreement; (II) The Committee may determine to convert any of the XXX Metrics on continued service during such basis as the Performance PeriodCommittee deems in its discretion, including determining performance levels as it deems appropriate, or continuation or adjustment of any of the XXX Metrics as it deems appropriate; and (IIIII) The Stock Price-Vested Options shall be forfeited to the extent an applicable Stock Price Goal has not been achieved upon the Change in Control. To the extent a Stock Price Goal has been achieved, Grantee shall continue to vest in the Stock Price-Vested Options based on continued service during the Performance Period.

Alternative Award. No Without limitation of the foregoing Section 6(a), 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, Control that the Grantee holding such Non-Statutory Stock Options shall be honored or assumed, or new rights substituted therefor receive an Alternative Award following the Change in Control (such honored, assumed, or substituted award, an “Alternative Award”)Control, provided that any Alternative Award must: (i) Give the 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 terms, and identical or better timing and methods of payment; and (ii) Have the following terms (which shall apply if this Award is assumed, or if a replacement Award is issued): (A) if, within 2 years following a Change in Control, a Grantee’s Service Relationship is involuntarily terminated other than for Cause, or terminates for Good Reason, at a time when any portion of the Alternative Award is non-vested, vesting of the Alternative Award shall accelerate in full. (B) If clause (A) is not triggered because Grantee remains employed by the acquirer, then: (I) The Committee may determine to convert any of the XXX metric shall be deemed satisfied for Metrics on such basis as the Grant Year Committee deems in which its discretion, including determining performance levels as it deems appropriate, or continuation or adjustment of any of the Change in Control occurs and for future Grant Years within the Performance Period, and Grantee shall continue to vest in the XXX-Vested Options based on continued service during the Performance PeriodXXX Metrics as it deems appropriate; and (II) The Stock Price-Vested Options shall be forfeited to the extent an applicable Stock Price Goal has not been achieved upon the Change in Control. To the extent a Stock Price Goal has been achieved, Grantee shall continue to vest in the Stock Price-Vested Options based on continued service during the Performance Period.