Common use of Change in Control Corporate Transaction Clause in Contracts

Change in Control Corporate Transaction. In the event of a Change in Control (as that term is defined in the Plan), any portion of the Option which is not otherwise fully vested and exercisable with respect to all of the Shares at that time subject to the Option shall automatically accelerate so that the Option shall, immediately upon the effective time of the Change in Control, become exercisable for all the Shares at the time subject to the Option and may be exercised for any or all of those Shares as fully vested shares of Common Stock of the Company. In the event of a Corporate Transaction (as that term is defined in the Plan), any portion of the Option which is not otherwise fully vested and exercisable with respect to all of the Shares at that time subject to the Option shall automatically accelerate so that the Option shall, immediately prior to the effective time of the Corporate Transaction, become exercisable for all the Shares at the time subject to the Option and may be exercised for any or all of those Shares as fully vested shares of Common Stock of the Company. In addition, upon the dissolution or liquidation of the Company or upon any reorganization, merger or consolidation as a result of which the Company is not the surviving corporation (or survives as a wholly owned subsidiary of another corporation), or upon a sale of substantially all the assets of the Company, the Committee may take such action as it in its discretion deems appropriate to (i) cash out the Option at or immediately prior to the date of such event (based on the fair market value of the Common Stock at the time, after giving effect to Section 3 if applicable) and/or (ii) provide that the Option shall be exercisable for a period of at least 10 business days from the date of receipt of a notice from the Company of such proposed event, following the expiration of which period any unexercised portion of the Option shall terminate. Notwithstanding the foregoing, no period of exercisability of the Option shall be provided pursuant to clause (ii) of the preceding sentence that would cause the Option to be treated as providing for a deferral of compensation under Treas. Reg. 1.409A-1(b)(5)(i).

Change in Control Corporate Transaction. In the event of a Change in Control (as that term is defined in the Plan), any portion of the Option which is not otherwise fully vested and exercisable with respect to all of the Shares at that time subject to the Option shall automatically accelerate so that the Option shall, immediately upon the effective time of the Change in Control, become exercisable for all the Shares at the time subject to the Option and may be exercised for any or all of those Shares as fully vested shares of Common Stock of the Company. In the event of a Corporate Transaction (as that term is defined in the Plan), any portion of the Option which is not otherwise fully vested and exercisable with respect to all of the Shares at that time subject to the Option shall automatically accelerate so that the Option shall, immediately prior to the effective time of the Corporate Transaction, become exercisable for all the Shares at the time subject to the Option and may be exercised for any or all of those Shares as fully vested shares of Common Stock of the Company. In addition, upon the dissolution or liquidation of the Company or upon any reorganization, merger or consolidation as a result of which the Company is not the surviving corporation (or survives as a wholly owned subsidiary of another corporation), or upon a sale of substantially all the assets of the Company, the Committee may take such action as it in its discretion deems appropriate to (i) cash out the Option at or immediately prior to the date of such event (based on the fair market value of the Common Stock at the time, after giving effect to Section 3 if applicable) and/or (ii) provide that the Option shall be exercisable for a period of at least 10 business days from the date of receipt of a notice from the Company of such proposed event, following the expiration of which period any unexercised portion of the Option shall terminate. Notwithstanding the foregoing, no period of exercisability of the Option shall be provided pursuant to clause (ii) of the preceding sentence that would cause the Option to be treated as providing for a deferral of compensation under Treas. Reg. 1.409A-1(b)(5)(i).

Change in Control Corporate Transaction. In the event of a Change in Control (as that term is defined in the Plan), any portion of the Option which is not otherwise fully vested and exercisable with respect to all of the Shares at that time subject to the Option shall automatically accelerate so that the Option shall, immediately upon the effective time of the Change in Control, become exercisable for all the Shares at the time subject to the Option and may be exercised for any or all of those Shares as fully vested shares of Common Stock of the Company. In the event of a Corporate Transaction (as that term is defined in the Plan), any portion of the Option which is not otherwise fully vested and exercisable with respect to all of the Shares at that time subject to the Option shall automatically accelerate so that the Option shall, immediately prior to the effective time of the Corporate Transaction, become exercisable for all the Shares at the time subject to the Option and may be exercised for any or all of those Shares as fully vested shares of Common Stock of the Company. In addition, upon the dissolution or liquidation of the Company or upon any reorganization, merger or consolidation as a result of which the Company is not the surviving corporation (or survives as a wholly owned subsidiary of another corporation), or upon a sale of substantially all the assets of the Company, the Committee may take such action as it in its discretion deems appropriate to (i) cash out the Option at or immediately prior to the date of such event (based on the fair market value of the Common Stock at the time, after giving effect to Section 3 if applicable) and/or (ii) provide that the Option shall be exercisable for a period of at least 10 business days from the date of receipt of a notice from the Company of such proposed event, following the expiration of which period any unexercised portion of the Option shall terminate. Notwithstanding the foregoing, no period of exercisability of the Option shall be provided pursuant to clause (ii) of the preceding sentence that would cause the Option to be treated as providing for a deferral of compensation under Treas. Reg. 1.409A-1(b)(5)(i).