Common use of Alternative Award Clause in Contracts

Alternative Award. Notwithstanding Section 4(a), your Options will not become exercisable immediately, and they will not be subject to being redeemed with a cash payment to you, if the Committee reasonably determines in good faith, prior to the Change of Control, that your Options will be honored or assumed, or new rights substituted for the outstanding 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 Committee 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 Options (including, but not limited to, an identical or better exercise schedule, and identical or better timing and methods of payment); (3) have substantially equivalent economic value to your 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 or exercisability of any Alternative Award, will be waived or will lapse. For these purposes, a constructive termination is a termination of employment by you following a material reduction in your base salary or incentive compensation opportunity or a material reduction in your responsibilities, in each case without your consent.