Common use of August 2009 Option Grants Clause in Contracts

August 2009 Option Grants. With respect to all outstanding options to purchase Company common stock held by the Executive and which were granted in, or after, August of 2009 (the “August Options”), upon the Effective Time all such August Options shall be converted into options to acquire Parent common stock as set forth in the Merger Agreement, except that the Executive hereby waives any accelerated vesting of the August Options in connection with the Merger or the transactions contemplated thereby. Following the Effective Time, the August Options will continue to vest according to the vesting schedule set forth in the Option Agreement applicable to the August Options (the “Option Agreement”), provided that (A) if the performance goals associated with “target” level performance under the PSs described in Section 3(d) below are cumulatively achieved, any remaining unvested August Options that the Executive holds will become vested on the third anniversary of the Effective Time and (B) if the Executive’s employment is terminated by the Company without Cause, by the Executive for Good Reason or due to death or Disability, all outstanding August Options, whether or not vested, shall become immediately vested and exercisable. The August Options shall be deemed to be amended hereby to incorporate the terms of this Section 3(c). All terms and conditions with respect to the August Options shall be governed by the Company’s Amended and Restated 2007 Equity Incentive Plan and the Option Agreement, including any amendments thereto and as amended hereby.