Common use of Change of Control; Constructive Termination Clause in Contracts

Change of Control; Constructive Termination. Notwithstanding the provisions of Section 14(c) of the Plan, if the Company merges with or into another entity, sells all or substantially all of its assets, or enters into any other similar transaction or reorganization (including without limitation, a sale of stock of the Company) as a result of which the shareholders of the Company immediately prior to such transaction will not hold at least 50% of the voting power of the surviving, purchasing or continuing entity, as applicable (taking into account any securities issued to the shareholders of the Company in the transaction) (a "Change of Control Transaction"), then on the later of (i) January 2, 2002 (the "Two Year Employment Anniversary Date") or (ii) the six month anniversary of the Change of Control Transaction (the "Merger Anniversary Date") fifty percent (50%) of the Shares subject to the Option which have not vested as of the Two Year Employment Anniversary Date or the Merger Anniversary Date, as applicable, shall become fully vested and exercisable. The Board shall notify the Optionee at least fifteen (15) days prior to the closing of a Change of Control Transaction, and such notification shall include a statement as to whether or not the Option will be assumed by the surviving or purchasing entity or whether an equivalent substitute option will be provided by such entity. Following an assumption or substitution of the Option in connection with a Change of Control Transaction, if the Optionee's status as an Employee of the successor corporation is terminated by the successor corporation as a result of an Involuntary Termination (as defined below) within twelve months following the Change of Control Transaction, the Optionee shall fully vest in and have the right to exercise the Option as to all of the Shares, including Shares as to which the Option would not otherwise be vested or exercisable.

Change of Control; Constructive Termination. Notwithstanding the provisions of Section 14(c) of the Plan, if the Company merges with or into another entity, sells all or substantially all of its assets, or enters into any other similar transaction or reorganization (including without limitation, a sale of stock of the Company) as a result of which the shareholders of the Company immediately prior to such transaction will not hold at least 50% of the voting power of the surviving, purchasing or continuing entity, as applicable (taking into account any securities issued to the shareholders of the Company in the transaction) (a "Change of Control Transaction"), then on the later of (i) January 2, 2002 (the "Two Year Employment Anniversary Date") or (ii) the six month anniversary of the Change of Control Transaction (the "Merger Anniversary Date") fifty percent (50%) of the Shares subject to the Option which have not vested as of the Two Year Employment Anniversary Date or the Merger Anniversary Date, as applicable, shall become fully vested and exercisable. The Board shall notify the Optionee at least fifteen (15) days prior to the closing of a Change of Control Transaction, and such notification shall include a statement as to whether or not the Option will be assumed by the surviving or purchasing entity or whether an equivalent substitute option will be provided by such entity. Following an assumption or substitution of the Option in connection with a Change of Control Transaction, if the Optionee's status as an Employee of the successor corporation is terminated by the successor corporation as a result of an Involuntary Termination (as defined below) within twelve months following the Change of Control Transaction, the Optionee shall fully vest in and have the right to exercise the Option as to all of the Shares, including Shares as to which the Option would not otherwise be vested or exercisable.

Change of Control; Constructive Termination. Notwithstanding the provisions of Section 14(c12(c) of the Plan, if the Company merges with or into another entity, sells all or substantially all of its assets, or enters into any other similar transaction or reorganization (including without limitation, a sale of stock of the Company) as a result of which the shareholders of the Company immediately prior to such transaction will not hold at least 50% of the voting power of the surviving, purchasing or continuing entity, as applicable (taking into account any securities issued to the shareholders of the Company in the transaction) (a "Change of Control Transaction"), then on the later of (i) January 2, 2002 (the "Two Year Employment Anniversary Date") or (ii) the six month anniversary of the Change of Control Transaction (the "Merger Anniversary Date") fifty percent (50%) of the Shares subject to the Option which have not vested as of the Two Year Employment Anniversary Date or the Merger Anniversary Date, as applicable, shall become fully vested and exercisable. The Board shall notify the Optionee at least fifteen (15) days prior to the closing of a Change of Control Transaction, and such notification shall include a statement as to whether or not the Option will be assumed by the surviving or purchasing entity or whether an equivalent substitute option will be provided by such entity. Following an assumption or substitution of the Option in connection with a Change of Control Transaction, if the Optionee's status as an Employee of the successor corporation is terminated by the successor corporation as a result of an Involuntary Termination (as defined below) within twelve months following the Change of Control Transaction, the Optionee shall fully vest in and have the right to exercise the Option as to all of the Shares, including Shares as to which the Option would not otherwise be vested or exercisable.