Common use of Awards Not Assumed by Successor Clause in Contracts

Awards Not Assumed by Successor. A. Upon the occurrence of a Change in Control in which the Company is not the surviving Company, if the Option is not Assumed by the Post-CIC Entity, the Option shall become fully vested and exercisable on the date of the Change in Control, and the following provisions of this Section 4(b)(ii) shall apply. B. The Participant shall receive a payment equal to the difference between the consideration (consisting of cash or other property (including securities of a successor or parent corporation)) received by holders of Shares in the Change in Control transaction and the exercise price of the applicable Stock Option or SAR, if such difference is positive. Such payment shall be made in the same form as the consideration received by holders of Shares. If the Option has an exercise price that is higher than the per share consideration received by holders of Shares in connection with the Change in Control, the Option shall be cancelled for no additional consideration. C. The payments contemplated by Sections 4(b)(ii)(B) shall be made at the same time as consideration is paid to the holders of Shares in connection with the Change in Control, provided such payments are made no later than the fifth anniversary of the Change in Control.