Common use of Alternative Award Clause in Contracts

Alternative Award. Notwithstanding Section 4(a), your Unit Options will not become eligible for Surrender immediately, and they will not be subject to being redeemed with a cash payment to you, if the Administrator reasonably determines in good faith, prior to the Change of Control, that your Unit Options will be honored or assumed, or new rights substituted for the outstanding Unit Options (referred to as an “Alternative Award”) by your employer or an affiliate immediately after the Change of Control. Any Alternative Award must: (1) be based on stock which is traded on an established securities market, or that the Administrator reasonably believes will be traded on an established securities market within 60 days after the Change of Control; (2) provide you with rights substantially equivalent to or better than the rights applicable to your Unit Options (including, but not limited to, an identical or better exercise or surrender eligibility schedule, and identical or better timing and methods of payment); (3) have substantially equivalent economic value to your Unit Options (determined at the time of the Change of Control); and (4) provide that, in the event that your employment is involuntarily or Constructively Terminated after a Change of Control, any conditions imposed on your rights under an Alternative Award, including any restrictions on transfer, surrender eligibility, or exercisability of any Alternative Award, will be waived or will lapse.

Alternative Award. Notwithstanding Section 4(a3(a), your Unit Options will not become eligible for Surrender Exercise immediately, and they will not be subject to being redeemed with a cash payment to you, if the Administrator reasonably determines in good faith, prior to the Change of Control, that your Unit Options will be honored or assumed, or new rights substituted for the outstanding Unit Options (referred to as an “Alternative Award”) by your employer or an affiliate immediately after the Change of Control. Any Alternative Award must: (1) be based on stock which is traded on an established securities market, or that the Administrator reasonably believes will be traded on an established securities market within 60 days after the Change of Control; (2) provide you with rights substantially equivalent to or better than the rights applicable to your Unit Options (including, but not limited to, an identical or better exercise or surrender Exercise eligibility schedule, and identical or better timing and methods of payment); (3) have substantially equivalent economic value to your Unit Options (determined at the time of the Change of Control); and (4) provide that, in the event that your employment is involuntarily or Constructively Terminated after a Change of Control, any conditions imposed on your rights under an Alternative Award, including any restrictions on transfer, surrender Exercise eligibility, or exercisability of any Alternative Award, will be waived or will lapse.

Alternative Award. Notwithstanding Section 4(a), your Unit Options will not become eligible for Surrender immediately, and they will not be subject to being redeemed with a cash payment to you, if the Administrator reasonably determines in good faith, prior to the Change of Control, that your Unit Options will be honored or assumed, or new rights substituted for the outstanding Unit Options (referred to as an “"Alternative Award”") by your employer or an affiliate immediately after the Change of Control. Any Alternative Award must: (1) be based on stock which is traded on an established securities market, or that the Administrator reasonably believes will be traded on an established securities market within 60 days after the Change of Control; (2) provide you with rights substantially equivalent to or better than the rights applicable to your Unit Options (including, but not limited to, an identical or better exercise or surrender eligibility schedule, and identical or better timing and methods of payment); (3) have substantially equivalent economic value to your Unit Options (determined at the time of the Change of Control); and (4) provide that, in the event that your employment is involuntarily or Constructively Terminated after a Change of Control, any conditions imposed on your rights under an Alternative Award, including any restrictions on transfer, surrender eligibility, or exercisability of any Alternative Award, will be waived or will lapse.