Common use of Alternative Awards Clause in Contracts

Alternative Awards. Notwithstanding Section 9.1, unless provided otherwise in the agreement evidencing the Incentive Award, no cancellation, acceleration of exercisability, vesting or cash settlement or other payment shall occur with respect to any Incentive Award that would otherwise have been canceled pursuant to Section 9.1 if the Committee reasonably determines in good faith prior to the occurrence of a Change in Control that such Incentive Award shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted award hereinafter called an “Alternative Award”) by a Participant’s employer (or the parent or a subsidiary of such employer) immediately following the Change in Control, provided that any such Alternative Award must: (i) provide such Participant (or each Participant in a class of Participants) with rights and entitlements substantially equivalent to or better than the rights applicable under such Incentive Award, including, but not limited to, a substantially similar or better exercise or vesting schedule and substantially similar or better timing and methods of payment; (ii) have substantially equivalent economic value to such Incentive Award (determined at the time of the Change in Control); and (iii) have terms and conditions which provide that in the event that the Participant’s employment is involuntarily terminated following a Change in Control, any conditions on a Participant’s rights under, or any restrictions on transfer or exercisability (including vesting) applicable to, each such Alternative Award shall be waived or shall lapse, as the case may be.

Alternative Awards. Notwithstanding Section 9.1, unless provided otherwise in the agreement evidencing the Incentive Award, no cancellation, acceleration of exercisability, vesting or cash settlement or other payment shall occur with respect to any Incentive Award that would otherwise have been canceled pursuant to Section 9.1 if the Committee reasonably determines in good faith prior to the occurrence of a Change in Control that such Incentive Award shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted award hereinafter called an “"Alternative Award”") by a Participant’s 's employer (or the parent or a subsidiary of such employer) immediately following the Change in Control, provided that any such Alternative Award must: (i) provide such Participant (or each Participant in a class of Participants) with rights and entitlements substantially equivalent to or better than the rights applicable under such Incentive Award, including, but not limited to, a substantially similar or better exercise or vesting schedule and substantially similar or better timing and methods of payment; (ii) have substantially equivalent economic value to such Incentive Award (determined at the time of the Change in Control); and (iii) have terms and conditions which provide that in the event that the Participant’s 's employment is involuntarily terminated following a Change in Control, any conditions on a Participant’s 's rights under, or any restrictions on transfer or exercisability (including vesting) applicable to, each such Alternative Award shall be waived or shall lapse, as the case may be.