Common use of Certain Consolidations and Mergers Clause in Contracts

Certain Consolidations and Mergers. If the Company is to be consolidated with or acquired by another entity in a merger or other reorganization or in the event of a sale or other disposition of assets which constitutes a Change of Control (each, a “Sale”), the Committee or the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”), shall, as to the option, either (i) make appropriate provision for the continuation of such option by substituting on an equitable basis for the shares then subject to such option either (a) the consideration payable with respect to the outstanding shares of Common Stock in connection with the Sale, (b) shares of stock of the surviving or successor corporation or other entity or (c) such other securities as the Successor Board deems appropriate, the fair market value of which shall not materially exceed the fair market value of the shares of Common Stock subject to such option immediately preceding the Sale; or (ii) upon written notice to the Employee, provide that the option must be exercised, to the extent then exercisable or to be exercisable as a result of the Sale, within a specified number of days of the date of such notice, at the end of which period the option shall terminate; or (iii) terminate the option in exchange for a cash payment equal to the excess of the fair market value of the shares subject to such option (to the extent then exercisable or to be exercisable as a result of the Sale) over the exercise price thereof.