Common use of Effect of Change in Control on Option Clause in Contracts

Effect of Change in Control on Option. (a) In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the " Acquiring Corporation " ), may, without the consent of any Optionee, either i) assume the Company's rights and obligations under outstanding Options; ii) substitute for outstanding Options substantially equivalent options for the Acquiring Corporation's stock or iii) pay consideration, in cash or a form and manner consistent with the consideration given in exchange for common shares of the Company and equal to the fair value of the outstanding Options (defined as the consideration given or closing market price of a share of common stock valued as of the date of the Change in Control, reduced by the exercise price of the option). (b) In the event the Acquiring Corporation elects not to assume or substitute for outstanding Options or pay the Optionee the fair value of the outstanding Options, as defined in section 8.2(a) in connection with a Change in Control, the exercisability and vesting of each such outstanding Option and any shares acquired upon the exercise thereof held by Optionees whose Service has not terminated prior to such date shall be accelerated, effective as of the date ten (10) days prior to the date of the Change in Control, to such extent, if any, as shall have been determined by the Committee, in its discretion, and set forth in the Option Agreement evidencing such Option. In such an event, the Optionee shall have twelve (12) months from the date of the Change in Control to exercise the Option and upon such exercise shall have the rights to any financial consideration given or provided to an equivalent share of Stock as of the date of the Change in Control. (c) The exercise or vesting of any Option and any shares acquired upon the exercise thereof that was permissible solely by reason of this Section 8.2 and the provisions of such Option Agreement shall be conditioned upon the consummation of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of an Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of the Option Agreement evidencing such Option except as otherwise provided in such Option Agreement.

Effect of Change in Control on Option. (a) In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent corporation thereof, as the case may be (the " Acquiring Corporation " ACQUIRING CORPORATION), may, without the consent of any Optionee, either i) may either assume the Company's rights and obligations under outstanding Options; ii) Options or substitute for outstanding Options substantially equivalent options for the Acquiring Corporation's stock or iii) pay considerationstock. For purposes of this Section 8.2, an Option shall be deemed assumed if, following the Change in Control, the Option confers the right to purchase in accordance with its terms and conditions, for each share of Stock subject to the Option immediately prior to the Change in Control, the consideration (whether stock, cash or other securities or property) to which a form and manner consistent with the consideration given in exchange for common shares of the Company and equal to the fair value of the outstanding Options (defined as the consideration given or closing market price holder of a share of common stock valued Stock on the effective date of the Change in Control was entitled. Any Options which are neither assumed or substituted for by the Acquiring Corporation in connection with the Change in Control nor exercised as of the date of the Change in Control, reduced by the exercise price of the option). Control shall become fully exercisable thirty (b30) In the event the Acquiring Corporation elects not to assume or substitute for outstanding Options or pay the Optionee the fair value of the outstanding Options, as defined in section 8.2(a) in connection with a Change in Control, the exercisability and vesting of each such outstanding Option and any shares acquired upon the exercise thereof held by Optionees whose Service has not terminated days prior to such date the Change of Control and shall terminate and cease to be accelerated, outstanding effective as of the date ten (10) days prior to the date of the Change in Control, to such extent, if any, as shall have been determined by the Committee, in its discretion, and set forth in the Option Agreement evidencing such Option. In such an event, the Optionee shall have twelve (12) months from the date of the Change in Control to exercise the Option and upon such exercise shall have the rights to any financial consideration given or provided to an equivalent share of Stock as of the date of the Change in Control. (c) The exercise or vesting of any Option and any shares acquired upon the exercise thereof that was permissible solely by reason of this Section 8.2 and the provisions of such Option Agreement shall be conditioned upon the consummation of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of an Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of the Option Agreement evidencing such Option except as otherwise provided in such Option Agreement. Furthermore, notwithstanding the foregoing, if the corporation the stock of which is subject to the outstanding Options immediately prior to an Ownership Change Event described in Section 8.1(a)(i) constituting a Change in Control is the surviving or continuing corporation and immediately after such Ownership Change Event less than fifty percent (50%) of the total combined voting power of its voting stock is held by another corporation or by other corporations that are members of an affiliated group within the meaning of Section 1504(a) of the Code without regard to the provisions of Section 1504(b) of the Code, the outstanding Options shall not terminate unless the Board otherwise provides in its sole discretion.

Effect of Change in Control on Option. (a) In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the " “Acquiring Corporation " Corporation”), may, without the consent of any the Optionee, either i) either assume the Company's ’s rights and obligations under outstanding Options; ii) the Option or substitute for outstanding Options the Option a substantially equivalent options option (as determined by the Board) for the Acquiring Corporation's stock or iii) pay consideration, in cash or a form ’s stock. The Option shall terminate and manner consistent with the consideration given in exchange for common shares of the Company and equal cease to the fair value of the be outstanding Options (defined as the consideration given or closing market price of a share of common stock valued effective as of the date of the Change in Control, reduced Control to the extent that the Option is neither assumed or substituted for by the exercise price of the option). (b) In the event the Acquiring Corporation elects not to assume or substitute for outstanding Options or pay the Optionee the fair value of the outstanding Options, as defined in section 8.2(a) in connection with a the Change in Control, the exercisability and vesting of each such outstanding Option and any shares acquired upon the exercise thereof held by Optionees whose Service has not terminated prior to such date shall be accelerated, effective Control nor exercised as of the date ten (10) days prior to the date of the Change in Control, to such extent, if any, as shall have been determined by the Committee, in its discretion, and set forth in the Option Agreement evidencing such Option. In such an event, the Optionee shall have twelve (12) months from the date of the Change in Control to exercise the Option and upon such exercise shall have the rights to any financial consideration given or provided to an equivalent share of Stock as of the date of the Change in Control. (c) The exercise or vesting of any Option and any shares acquired upon the exercise thereof that was permissible solely by reason of this Section 8.2 and the provisions of such Option Agreement shall be conditioned upon the consummation of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of an the Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of the this Option Agreement evidencing such Option except as otherwise provided herein. Furthermore, notwithstanding the foregoing, if the corporation the stock of which is subject to the Option immediately prior to an Ownership Change Event described in Section 8.1(a)(i) constituting a Change in Control is the surviving or continuing corporation and immediately after such Ownership Change Event less than fifty percent (50%) of the total combined voting power of its voting stock is held by another corporation or by other corporations that are members of an affiliated group within the meaning of Section 1504(a) of the Code without regard to the provisions of Section 1504(b) of the Code, the Option shall not terminate unless the Board otherwise provides in its discretion. The Board may, in its discretion, determine that upon a Change in Control the Option shall be canceled in exchange for payment with respect to each Vested Share subject to such Option Agreement.immediately prior to its cancellation in (a) cash, (b) stock of the Company or the Acquiring Corporation or (c) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the excess of the Fair Market Value of the consideration to be paid per share of Stock in the Change in Control over the Exercise Price per share under the Option (subject to any required tax withholding). Such payment shall be made as soon as practicable following the Change in Control. 8

Effect of Change in Control on Option. (a) In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent corporation thereof, as the case may be (the " Acquiring Corporation " "ACQUIRING CORPORATION"), may, without the consent of any Optionee, either i) may either assume the Company's rights and obligations under outstanding Options; ii) the Option or substitute for outstanding Options the Option a substantially equivalent options option for the Acquiring Corporation's stock or iii) pay consideration, in cash or a form and manner consistent with the consideration given in exchange for common shares of the Company and equal to the fair value of the outstanding Options (defined as the consideration given or closing market price of a share of common stock valued as of the date of the Change in Control, reduced by the exercise price of the option). (b) stock. In the event the Acquiring Corporation elects not to assume the Company's rights and obligations under the Option or substitute for outstanding Options or pay the Optionee the fair value of the outstanding Options, as defined in section 8.2(a) Option in connection with a the Change in Control, and provided that the exercisability and vesting of each such outstanding Option and any shares acquired upon the exercise thereof held by Optionees whose Optionee's Service has not terminated prior to such date date, the Vested Ratio shall be accelerated, effective deemed to be 1/1 and all shares acquired upon exercise of the Option shall be Vested Shares for purposes of Section 11 as of the date ten (10) days prior to the date of the Change in Control, to such extent, if any, as shall have been determined by the Committee, in its discretion, and set forth in . Any vesting of the Option Agreement evidencing such Option. In such an event, the Optionee shall have twelve (12) months from the date of the Change in Control to exercise the Option and upon such exercise shall have the rights to any financial consideration given or provided to an equivalent share of Stock as of the date of the Change in Control. (c) The exercise or vesting of any Option and any shares acquired upon the exercise thereof that was permissible solely by reason of this Section 8.2 and the provisions of such Option Agreement shall be conditioned upon the consummation of the Change in Control. The Option shall terminate and cease to be outstanding effective as of the date of the Change in Control to the extent that the Option is neither assumed or substituted for by the Acquiring Corporation in connection with the Change in Control nor exercised as of the date of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of an the Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of the this Option Agreement evidencing such Option except as otherwise provided herein. Furthermore, notwithstanding the foregoing, if the corporation the stock of which is subject to the Option immediately prior to an Ownership Change Event described in Section 8.1(a)(i) constituting a Change in Control is the surviving or continuing corporation and immediately after such Ownership Change Event less than fifty percent (50%) of the total combined voting power of its voting stock is held by another corporation or by other corporations that are members of an affiliated group within the meaning of Section 1504(a) of the Code without regard to the provisions of Section 1504(b) of the Code, the Option Agreementshall not terminate unless the Board otherwise provides in its discretion.

Effect of Change in Control on Option. (a) In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent corporation thereof, as the case may be (the " Acquiring Corporation " "ACQUIRING CORPORATION"), may, without the consent of any Optionee, either i) may either assume the Company's rights and obligations under outstanding Options; ii) the Option or substitute for outstanding Options the Option a substantially equivalent options option for the Acquiring Corporation's stock or iii) pay consideration, in cash or a form and manner consistent with the consideration given in exchange for common shares of the Company and equal to the fair value of the outstanding Options (defined as the consideration given or closing market price of a share of common stock valued as of the date of the Change in Control, reduced by the exercise price of the option). (b) stock. In the event the Acquiring Corporation elects not to assume the Company's rights and obligations under the Option or substitute for outstanding the Options or pay the Optionee the fair value of the outstanding Options, as defined in section 8.2(a) in connection with a the Change in Control, and provided that the exercisability and vesting of each such outstanding Option and any shares acquired upon the exercise thereof held by Optionees whose Optionee's Service has not terminated prior to such date date, any unexercised portion of the Option shall be accelerated, effective immediately exercisable and vested in full as of the date ten (10) days prior to the date of the Change in of Control, to such extent, if any, as shall have been determined by the Committee, in its discretion, and set forth in . Any exercise of the Option Agreement evidencing such Option. In such an event, the Optionee shall have twelve (12) months from the date of the Change in Control to exercise the Option and upon such exercise shall have the rights to any financial consideration given or provided to an equivalent share of Stock as of the date of the Change in Control. (c) The exercise or vesting of any Option and any shares acquired upon the exercise thereof that was permissible solely by reason of this Section 8.2 and the provisions of such Option Agreement shall be conditioned upon the consummation of the Change in Control. For purposes of this Section 8.2, the Option shall be deemed assumed if, following the Change in Control, the Option confers the right to purchase in accordance with its terms and conditions, for each share of Stock subject to the Option immediately prior to the Change in Control, the consideration (whether stock, cash or other securities or property) to which a holder of a share of Stock on the effective date of the Change in Control was entitled. The Option shall terminate and cease to be outstanding effective as of the date of the Change in Control to the extent that the Option is neither assumed or substituted for by the Acquiring Corporation in connection with the Change in Control nor exercised as of the date of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of an the Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of the this Option Agreement evidencing such Option except as otherwise provided herein. Furthermore, notwithstanding the foregoing, if the corporation the stock of which is subject to the Option immediately prior to an Ownership Change Event described in Section 8.1 (a)(i) constituting a Change in Control is the surviving or continuing corporation and immediately after such Ownership Change Event less than fifty percent (50%) of the total combined voting power of its voting stock is held by another corporation or by other corporations that are members of an affiliated group within the meaning of Section 1504(a) of the Code without regard to the provisions of Section 1504(b) of the Code, the Option Agreementshall not terminate unless the Board otherwise provides in its sole discretion.