Common use of Effect of Change in Control Clause in Contracts

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option for each share of Stock to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option Option, for each share of Stock subject to the Option, to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option Award in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option outstanding Units or substitute for all or any portion of the Option a outstanding Units substantially equivalent option for rights with respect to the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof a Unit shall be deemed assumed if, following the Change in Control, the Option Unit confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise settlement of the Option for each share of Stock Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option Award shall terminate and cease to be outstanding effective as of the time of consummation of or the Change in Control to the extent that Units subject to the Option is Award are neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised settled as of the time of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except the Option shall be subject to the definitive agreement entered into by the Company in connection with the Change in Control. Except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option Option, for each share of Stock subject to the Option, to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option Award in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option outstanding Units or substitute for all or any portion of the Option a outstanding Units substantially equivalent option for rights with respect to the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof a Unit shall be deemed assumed if, following the Change in Control, the Option Unit confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise settlement of the Option for each share of Stock Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option Award shall terminate and cease to be outstanding effective as of the time of consummation of or the Change in Control to the extent that Units subject to the Option is Award are neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised settled as of the time consummation of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c15.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option Option, for each share of Stock subject to the Option, to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time date of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except the Award shall be subject to the definitive agreement entered into by the Company in connection with the Change in Control. Except to the extent that the Committee determines to cash out the Option Award in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option outstanding Units or substitute for all or any portion of the Option a outstanding Units substantially equivalent option for rights with respect to the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof a Unit shall be deemed assumed if, following the Change in Control, the Option Unit confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise settlement of the Option for each share of Stock Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option Award shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that Units subject to the Option is Award are neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised settled as of the time of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option for each share of Stock to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. Notwithstanding the foregoing, if the Option is not assumed, substituted for, or otherwise continued by the Acquiror, the Option shall vest in full effective and contingent upon consummation of the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee Board determines to cash out settle the Option in accordance with Section 13.1(c9.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee Board may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option for each share of Stock to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. If any portion of such consideration may be received by holders of Stock pursuant to the Change in Control on a contingent or delayed basis, the Board may, in its discretion, determine such Fair Market Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present value of the probable future payment of such consideration. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of 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 this Option Agreement except as otherwise provided herein.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option Award in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option outstanding Units or substitute for all or any portion of the Option a outstanding Units substantially equivalent option for rights with respect to the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof a Unit shall be deemed assumed if, following the Change in Control, the Option Unit confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise settlement of the Option for each share of Stock Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option Award in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under with respect to all or any portion of the Option outstanding Units or substitute for all or any portion of the Option a outstanding Units substantially equivalent option for rights with respect to the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof a Unit shall be deemed assumed if, following the Change in Control, the Option Unit confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise settlement of the Option for each share of Stock Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option Award shall terminate and cease to be outstanding effective as of the time of consummation of or the Change in Control to the extent that the Option Award is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised settled as of the time of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option Award in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option outstanding Units or substitute for all or any portion of the Option a outstanding Units substantially equivalent option for rights with respect to the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof a Unit shall be deemed assumed if, following the Change in Control, the Option Unit confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise settlement of the Option for each share of Stock Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of Notwithstanding the time of consummation of the Change in Control foregoing, to the extent that Units subject to the Option is neither assumed Award are not assumed, substituted for, or otherwise continued by the Acquiror in connection with the Change in Control nor exercised as Control, then the vesting of such Units shall accelerate in full and, subject to Section 15.4(f) of the time Plan, be settled immediately prior to, but conditioned upon, the consummation of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option Award in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under with respect to all or any portion of the Option outstanding Units or substitute for all or any portion of the Option a outstanding Units substantially equivalent option for rights with respect to the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof a Unit shall be deemed assumed if, following the Change in Control, the Option Unit confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise settlement of the Option for each share of Stock Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option Award shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that Units subject to the Option is Award are neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised settled as of the time of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except and provided that the Participant’s Service has not terminated prior to such date, the Option shall be immediately exercisable and vested in full immediately prior to the consummation of the Change in Control. Except to the extent that the Committee Board determines to cash out the Option in accordance with Section 13.1(c) 9.3 of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for the Acquiror’s stocksecurities. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock Unit subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether units, stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock Unit on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock equity of the Acquiror, the Committee Board may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option for each share of Stock Unit to consist solely of common stock equity of the Acquiror equal in Fair Market Value to the per share Unit consideration received by holders of Stock Units pursuant to the Change in Control. If any portion of such consideration may be received by holders of Units pursuant to the Change in Control on a contingent or delayed basis, the Board may, in its discretion, determine such Fair Market Value per Unit as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present value of the probable future payment of such consideration. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control. Notwithstanding the foregoing, Units acquired upon exercise of the Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such Units shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c13(c)(iii) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock Share subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock Share on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option for each share of Stock Share to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock Shares pursuant to the Change in Control. Notwithstanding the foregoing, if the Option is not assumed, substituted for, or otherwise continued by the Acquiror, the Option shall vest in full effective and contingent upon consummation of the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option option, as determined in the sole discretion of the Committee, for the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option Option, for each share of Stock subject to the Option, to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The In the event that the Acquiring Corporation elects not to assume or substitute for the Option in connection with a Change in Control, the exercisability of the Option (if the Participant’s Service has not terminated prior to such date) shall be accelerated so that the Option may be exercised in full notwithstanding its vested status, effective immediately before the date of the Change in Control, contingent upon the consummation of the Change in Control. Notwithstanding anything in this Agreement to the contrary, the Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or nor continued by the Acquiror in connection with the Change in Control nor exercised as of the time date of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee Board determines to accelerate vesting in accordance with section 9.1 of the Plan or cash out the Option in accordance with Section 13.1(c) 9.3 of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for the Acquiror’s stockshares. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stockshares, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock shares of the Acquiror, the Committee Board may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option for each share of Stock to consist solely of common stock shares of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. If any portion of such consideration may be received by holders of Stock pursuant to the Change in Control on a contingent or delayed basis, the Board may, in its discretion, determine such Fair Market Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present value of the probable future payment of such consideration. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of 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 this Option Agreement except as otherwise provided herein.

Effect of Change in Control. In accordance with Section 15 of the Plan and subject in all cases to any accelerated vesting provisions provided in this Award Agreement, the Plan, the Severance Plan and any Superseding Agreement, in the event of a Change in ControlControl (as defined in the Plan), except to the extent that the Committee Administrator determines to cash out the Option in accordance with Section 13.1(c) of the PlanOption, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a Shares substantially equivalent option for rights with respect to the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Award Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Common Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee Administrator may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option for each share of Stock to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Common Stock pursuant to the Change in Control. The In accordance with Section 15 of the Plan, the Option shall terminate vest in full and cease to be outstanding effective as of exercisable on the time of consummation date of the Change in Control to the extent that the Option is neither assumed not assumed, continued or continued substituted by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c14.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option Option, for each share of Stock subject to the Option, to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option Award in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, subject to the applicable requirements and limitations of Section 409A and without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under with respect to all or any portion of the Option outstanding Units or substitute for all or any portion of the Option a outstanding Units substantially equivalent option for rights with respect to the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof a Unit shall be deemed assumed if, following the Change in Control, the Option Unit confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise settlement of the Option for each share of Stock Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option Award shall terminate and cease to be outstanding effective as of the time of consummation of or the Change in Control to the extent that the Option Award is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised settled as of the time of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c15.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “"Acquiror”"), may, without the consent of the Participant, assume or continue in full force and effect the Company’s 's rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for the Acquiror’s 's stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option Option, for each share of Stock subject to the Option, to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time date of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except the Option shall be subject to the definitive agreement entered into by the Company in connection with the Change in Control. Except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option Option, for each share of Stock subject to the Option, to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c14.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option for each share of Stock to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control unless the Committee takes any other action permitted by, and pursuant to, Section 14 of the Plan. Notwithstanding the foregoing, if the Option is not assumed, substituted for, or otherwise continued by the Acquiror, the Option shall vest in full effective immediately prior to, but contingent upon, the consummation of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c14.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option for each share of Stock to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option Award in accordance with Section 13.1(c13(c)(iii) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option outstanding Units or substitute for all or any portion of the Option a outstanding Units substantially equivalent option for rights with respect to the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof a Unit shall be deemed assumed if, following the Change in Control, the Option Unit confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock Share on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise settlement of the Option for each share of Stock Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share Share consideration received by holders of Stock Shares pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option Award in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option outstanding Units or substitute for all or any portion of the Option a outstanding Units substantially equivalent option for rights with respect to the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof a Unit shall be deemed assumed if, following the Change in Control, the Option Unit confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise settlement of the Option for each share of Stock Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option Award shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that Units subject to the Option is Award are neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised settled as of the time of the Change in Control.

Effect of Change in Control. (i) Notwithstanding any other provisions of the Plan to the contrary, if (A) a Change in Control occurs and (B) within one (1) month prior to the date of such Change in Control or twelve (12) months after the date of such Change in Control, Participant’s employment with the successor corporation (or parent or Subsidiary of the successor corporation, if applicable) is involuntarily terminated Altair Engineering Inc. – ISO Agreement (Key EE) 10 for any reason other than Cause or voluntarily terminated by the Participant for Good Reason, then the vesting and exercisability of this option shall be accelerated in full. (ii) In addition, in the event of a Change in Control, except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), Board may, without the consent of in its discretion and upon at least 10 days’ advance notice to the Participant, assume cancel any outstanding Options and pay to the holders thereof, in cash or continue in full force and effect the Company’s rights and obligations under all stock, or any portion combination thereof, the value of such Options based upon the price per Share received or to be received by other shareholders of the Option or substitute for all or any portion Company as part of the Change in Control transaction. (iii) In addition, in the event of a Change in Control, the Board may, in its discretion provide that each outstanding Option shall be assumed or an equivalent Option substituted by the successor corporation or a substantially equivalent option for parent or Subsidiary of the Acquiror’s stocksuccessor corporation. For the purposes of this Sectionsubsection 12(b)(iii), the an Option or any portion thereof shall will be deemed considered assumed if, following the Change in Control, the Option confers the right to purchase or receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock Share subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property or a combination thereofproperty) to which a holder received in the Change in Control by holders of a share of Common Stock for each Share held on the effective date of the Change in Control was entitledtransaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change in Control is not solely common stock of the Acquirorsuccessor corporation or its parent, the Committee Board may, with the consent of the Acquirorsuccessor corporation, provide for the consideration to be received upon the exercise of the Option an Option, for each share of Stock Share subject to consist such Option, to be solely of common stock of the Acquiror successor corporation or its parent equal in Fair Market Value fair market value to the per share consideration received by holders of Common Stock pursuant in the Change in Control. (iv) The obligations of the Company under the Plan and this Agreement shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company. (v) For the purposes hereof, “Cause” means the occurrence of any of the following (and only the following): (i) conviction of any felony or any crime involving moral turpitude or dishonesty, (ii) participation in a fraud or act of dishonesty against the Company, (iii) conduct that, based upon a good faith and reasonable factual investigation and determination by the Board, demonstrates Participant’s gross unfitness to serve, or (iv) intentional, material violation of any contract with the Company or any statutory duty to the Company that is not corrected within thirty (30) days after written notice thereof. Death, physical disability and mental disability shall not constitute “Cause.” (vi) For the purposes hereof, “Good Reason” means the occurrence of any of the following events or conditions: (i) (A) a change in the Participant’s status, title, position or responsibilities (including reporting responsibilities) which represents an adverse change from the Participant’s status, title, position or responsibilities as in effect at any time within ninety (90) days preceding the date of a Change in Control or at any time thereafter; (B) the assignment to the Participant of any duties or responsibilities which are inconsistent with the Participant’s status, title, position or responsibilities as in effect at any time within ninety (90) days preceding the date of a Change in Control or at any time thereafter; or (C) any removal of the Participant from or failure to reappoint or reelect the Participant to any of such offices or positions, except in connection with the termination of the Participant’s employment for Cause, as a result of the Participant’s disability or death or by the Participant other than as a result of a termination for Good Reason; (ii) a reduction in the Participant’s annual base compensation or following (1) written notice and (2) failure to cure the failure within thirty (30) days of receipt of the written notice, any failure to pay the Participant any compensation or benefits to which the Participant is entitled within five (5) days of the date due; (iii) the Company’s requiring the Participant to relocate to any place outside a ten (10) mile radius of the Participant’s current work site, except for reasonably required travel on the business of the Company or its Subsidiaries and affiliates which is not materially greater than such travel requirements prior to the Change in Control. The Option shall terminate and cease ; (iv) the failure by the Company to be outstanding effective as (A) continue in effect (without reduction in benefit level and/or reward opportunities) any material compensation or employee benefit plan in which the Participant was participating at any time within ninety (90) days preceding the date of the time of consummation of the a Change in Control or at any time thereafter, unless such plan is replaced with a plan that provides substantially equivalent compensation or benefits to the extent that Participant, or (B) provide the Option is neither assumed or continued by Participant with compensation and benefits, in the Acquiror aggregate, at least equal (in connection with terms of benefit levels and/or reward opportunities) to those provided for under each other employee benefit plan, program and practice in which the Participant was Altair Engineering Inc. – ISO Agreement (Key EE) 11 participating at any time within ninety (90) days preceding the date of a Change in Control nor exercised as or at any time thereafter; (v) any material breach by the Company of any provision of an agreement between the Company and the Participant, whether pursuant to this Plan or otherwise, other than a breach which is cured by the Company within fifteen (15) days following written notice by the Participant of such breach; or (vi) the failure of the time of Company to obtain an agreement from any successors and assigns to assume and agree to perform the Change in Controlobligations created under this Plan.

Effect of Change in Control. In accordance with Section 15 of the Plan and subject in all cases to any accelerated vesting provisions provided in this Award Agreement, the Plan, the Severance Plan and any Superseding Agreement, in the event of a Change in ControlControl (as defined in the Plan), except to the extent that the Committee Administrator determines to cash out the Option in accordance with Section 13.1(c) of the PlanPBRSU, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option PBRSU or substitute for all or any portion of the Option a Units substantially equivalent option for rights with respect to the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof PBRSU shall be deemed assumed if, following the Change in Control, the Option PBRSU confers the right to receive, subject to the terms and conditions of the Plan and this Option Award Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Common Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee Administrator may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option for each share of Stock PBRSU to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Common Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as In accordance with Section 15 of the time of consummation Plan, the PBRSU shall vest in full and will settle on the date of the Change in Control to the extent that the Option PBRSU is neither assumed not assumed, continued or continued substituted by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “"Acquiror”"), may, without the consent of the Participant, assume or continue in full force and effect the Company’s 's rights and obligations under all the Option or any portion of thereof or substitute for the Option or substitute for all or any portion of the Option thereof a substantially equivalent option for the Acquiror’s 's stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee Board may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option Option, for each share of Stock subject to the Option, to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time date of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of 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 this Option Agreement except as otherwise provided herein.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c13.1(b) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option Option, for each share of Stock subject to the Option, to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option this ISO in accordance with Section 13.1(c16.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the ParticipantKey Employee, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option this ISO or substitute for all or any portion of the Option this ISO a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option this ISO or any portion thereof shall be deemed assumed if, following the Change in Control, the Option this ISO confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Vaccinex Stock subject to such portion of the Option this ISO immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Vaccinex Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option this ISO, for each share of Vaccinex Stock subject to this ISO, to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Vaccinex Stock pursuant to the Change in Control. The Option This ISO shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time date of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee Board determines to cash out the Option in accordance with Section 13.1(c9.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee Board may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option for each share of Stock to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. If any portion of such consideration may be received by holders of Stock pursuant to the Change in Control on a contingent or delayed basis, the Board may, in its discretion, determine such Fair Market Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present value of the probable future payment of such consideration. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of 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 this Option Agreement except as otherwise provided herein.

Effect of Change in Control. In the event of a Change in Control, except subject to approval by the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c) of the PlanCommittee, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the ParticipantGrantee, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for with respect to the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Common Stock subject to such portion of the Option immediately prior to the Change in NAI-1513474051v5 Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Common Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option Option, for each share of Common Stock subject to the Option, to consist solely of common stock of the Acquiror equal in Fair Market Value per Share to the per share consideration received by holders of Common Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option Award in accordance with Section 13.1(c14.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option outstanding Units or substitute for all or any portion of the Option a outstanding Units substantially equivalent option for rights with respect to the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof a Unit shall be deemed assumed if, following the Change in Control, the Option Unit confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise settlement of the Option for each share of Stock Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option Notwithstanding the foregoing, if the Units are not assumed, substituted for, or otherwise continued by the Acquiror, the Units shall terminate and cease to be outstanding vest in full effective as of immediately prior to, but contingent upon, the time of consummation of the Change in Control Control. Subject to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as Section 16.4(f) of the time of the Change in ControlPlan, such Units shall be settled upon becoming Vested Units.

Effect of Change in Control. In the event of a Change in Control, except the Award shall be subject to the definitive agreement entered into by the Company in connection with the Change in Control. Except to the extent that the Committee determines to cash out the Option Award in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option outstanding Units or substitute for all or any portion of the Option a outstanding Units substantially equivalent option for rights with respect to the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof a Unit shall be deemed assumed if, following the Change in Control, the Option Unit confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock Common Share on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Common Shares); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise settlement of the Option for each share of Stock Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option Award shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that Units subject to the Option is Award are neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised settled as of the time of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “"Acquiror”"), may, without the consent of the Participant, assume or continue in full force and effect the Company’s 's rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for the Acquiror’s 's stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option for each share of Stock to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option Award in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, successor or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under with respect to all or any portion of the Option outstanding Units or substitute for all or any portion of the Option a outstanding Units substantially equivalent option for rights with respect to the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof a Unit shall be deemed assumed if, following the Change in Control, the Option Unit confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise settlement of the Option for each share of Stock Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option Notwithstanding the foregoing, in the event of a Change in Control in which the Acquiror, does not assume or continue the Company’s rights and obligations under any then outstanding Units subject to time-based vesting or substitute for such Unit a substantially equivalent right for the Acquiror’s stock, then the vesting and settlement of such Unit which is not assumed, continued or substituted for shall terminate and cease be accelerated in full effective immediately prior to be outstanding effective as but conditioned upon the consummation of the time Change in Control, provided the Participant is providing Services immediately prior to the Change in Control. In addition, and notwithstanding anything in this Agreement to the contrary, to the extent the Unit is subject to performance based vesting, the vesting and settlement of such a Unit shall be accelerated in full immediately prior to but conditioned upon the consummation of the Change in Control (assuming for purposes of determining the extent of such acceleration that one hundred percent (100%) of the target level of performance was achieved), provided that Participant is providing Services immediately prior to the Change in Control. To the extent that the Option a Unit is neither assumed assumed, continued or continued substituted for by the Acquiror in connection with Acquiror, such Unit shall be subject to accelerated vesting and settlement if, during the period commencing upon the consummation of the Change in Control nor exercised as and ending on the date occurring eighteen (18) months thereafter the Participant’s Service is terminated without Cause or the Participant terminates his or her Service for “Good Reason.” This accelerated vesting and settlement shall only be applicable if the Participant executes a separation agreement and release and such agreement and release becomes effective in accordance with its terms no later than sixty (60) days following such termination, in which event the accelerated vesting and settlement shall be effective on the date the separation agreement and release becomes effective; provided, however, that if the Unit constitutes Section 409A Deferred Compensation, the effective date of the time vesting shall occur on the date which is sixty (60) days from the qualifying Separation from Service (as defined below) and the settlement shall occur on the later of the Change in Controldate of vesting or the date determined pursuant to Section 12.1, below.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s 's rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for the Acquiror’s 's stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option for each share of Stock to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control. The Committee and the Acquiror are not required take the same action with respect to the Option as is taken with respect to any other Awards granted under the Plan.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c12.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option for each share of Stock to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed not assumed, substituted for, or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control. Notwithstanding the foregoing, to the extent the Option is not assumed, substituted for, or otherwise continued by the Acquiror, the Option shall accelerated and become vested and exercisable immediately prior to, but conditioned upon, the consummation of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except subject to approval by the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c) of the PlanCommittee, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the ParticipantGrantee, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for with respect to the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Common Stock subject to such portion of the Option immediately prior to the Change in NAI-1513338219v7 Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Common Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option Option, for each share of Common Stock subject to the Option, to consist solely of common stock of the Acquiror equal in Fair Market Value per Share to the per share consideration received by holders of Common Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option Award in accordance with Section 13.1(c) of the PlanApplicable Plan Provisions, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option outstanding Units or substitute for all or any portion of the Option a outstanding Units substantially equivalent option for rights with respect to the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof a Unit shall be deemed assumed if, following the Change in Control, the Option Unit confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise settlement of the Option for each share of Stock Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option Award shall terminate and cease to be outstanding effective as of the time of consummation of or the Change in Control to the extent that Units subject to the Option is Award are neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised settled as of the time consummation of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option Award in accordance with Section 13.1(c13.1(e) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option outstanding Units or substitute for all or any portion of the Option a outstanding Units substantially equivalent option for rights with respect to the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof a Unit shall be deemed assumed if, following the Change in Control, the Option Unit confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise settlement of the Option for each share of Stock Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option Award shall terminate and cease to be outstanding effective as of the time of consummation of or the Change in Control to the extent that Units subject to the Option is Award are neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised settled as of the time of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option Option, for each share of Stock subject to the Option, to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. In the event that the Acquiring Corporation elects not to assume or substitute for the Option in connection with a Change in Control, the exercisability and vesting of the Option (if the Participant’s 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, contingent upon the consummation of the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time date of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except subject to approval by the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c) of the PlanCommittee, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the ParticipantGrantee, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option outstanding RSUs or substitute for all or any portion of the Option a outstanding RSUs substantially equivalent option for rights with respect to the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof an RSU shall be deemed assumed if, following the Change in Control, the Option RSU confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Common Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise settlement of the Option for each share of Stock RSU to consist solely of common stock of the Acquiror equal in Fair Market Value per Share to the per share consideration received by holders NAI-1513339684v7 of Common Stock pursuant to the Change in Control. The Option RSUs shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is RSUs subject to this Agreement are neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised settled as of the time of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except subject to approval by the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c) of the PlanCommittee, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the ParticipantGrantee, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option outstanding RSUs or substitute for all or any portion of the Option a outstanding RSUs substantially equivalent option for rights with respect to the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof an RSU shall be deemed assumed if, following the Change in Control, the Option RSU confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Common Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise settlement of the Option for each share of Stock RSU to consist solely of common stock of the Acquiror equal in Fair Market Value per Share to the per share consideration received by holders of Common Stock pursuant to the Change in Control. The Option RSUs shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is RSUs subject to this Agreement are neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised settled as of the time of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option Award in accordance with Section 13.1(c14.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option outstanding Units or substitute for all or any portion of the Option a outstanding Units substantially equivalent option for rights with respect to the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof a Unit shall be deemed assumed if, following the Change in Control, the Option Unit confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise settlement of the Option for each share of Stock Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option Award shall terminate and cease to be outstanding effective as of the time of consummation of or the Change in Control to the extent that Units subject to the Option is Award are neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised settled as of the time of the Change in Control.

Effect of Change in Control. In accordance with Section 15 of the Plan and subject in all cases to any accelerated vesting provisions provided in this Award Agreement, the Plan, the Severance Plan and any Superseding Agreement, in the event of a Change in ControlControl (as defined in the Plan), except to the extent that the Committee Administrator determines to cash out the Option in accordance with Section 13.1(c) of the PlanRSU, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option RSU or substitute for all or any portion of the Option a Units substantially equivalent option for rights with respect to the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof RSU shall be deemed assumed if, following the Change in Control, the Option RSU confers the right to receive, subject to the terms and conditions of the Plan and this Option Award Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Common Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee Administrator may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option for each share of Stock RSU to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Common Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as In accordance with Section 15 of the time of consummation Plan, the RSU shall vest in full and will settle on the date of the Change in Control to the extent that the Option RSU is neither assumed not assumed, continued or continued substituted by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except the Award shall be subject to the definitive agreement entered into by the Company in connection with the Change in Control. Except to the extent that the Committee determines to cash out the Option Award in accordance with Section 13.1(c) 13 of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option outstanding Units or substitute for all or any portion of the Option a outstanding Units substantially equivalent option for rights with respect to the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof a Unit shall be deemed assumed if, following the Change in Control, the Option Unit confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise settlement of the Option for each share of Stock Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option Award shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that Units subject to the Option is Award are neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised settled as of the time of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option Award in accordance with Section 13.1(c13(c)(iii) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option outstanding Units or substitute for all or any portion of the Option a outstanding Units substantially equivalent option for rights with respect to the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof a Unit shall be deemed assumed if, following the Change in Control, the Option Unit confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock Share on the effective date of the Change in Control was entitledentitled(and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise settlement of the Option for each share of Stock Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share Share consideration received by holders of Stock Shares pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option Control (as defined in accordance with Section 13.1(c) of the Plan), the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan Grant Notice and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option for each share of Stock to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except the Award shall be subject to the definitive agreement entered into by the Company in connection with the Change in Control. Except to the extent that the Committee determines to cash out the Option Award in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option outstanding Units or substitute for all or any portion of the Option a outstanding Units substantially equivalent option for rights with respect to the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof a Unit shall be deemed assumed if, following the Change in Control, the Option Unit confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise settlement of the Option for each share of Stock Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option Award shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that Units subject to the Option is Award are neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised settled as of the time of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except subject to approval by the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c) of the PlanCommittee, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the ParticipantGrantee, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option outstanding RSUs or substitute for all or any portion of the Option a outstanding RSUs substantially equivalent option for rights with respect to the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof an RSU shall be deemed assumed if, following the Change in Control, the Option RSU confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Common Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise settlement of the Option for each share of Stock RSU to consist solely of common stock of the NAI-1513339684v7 Acquiror equal in Fair Market Value per Share to the per share consideration received by holders of Common Stock pursuant to the Change in Control. The Option RSUs shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is RSUs subject to this Agreement are neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised settled as of the time of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option for each share of Stock to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option for each share of Stock to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed not assumed, substituted for, or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control. Notwithstanding the foregoing, to the extent the Option is not assumed, substituted for, or otherwise continued by the Acquiror, the Option shall accelerated and become vested and exercisable immediately prior to, but conditioned upon, the consummation of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option Award in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s 's rights and obligations under all or any portion of the Option outstanding Units or substitute for all or any portion of the Option a outstanding Units substantially equivalent option for rights with respect to the Acquiror’s 's stock. For purposes of this Section, the Option or any portion thereof a Unit shall be deemed assumed if, following the Change in Control, the Option Unit confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise settlement of the Option for each share of Stock Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option Award shall terminate and cease to be outstanding effective as of the time of consummation of or the Change in Control to the extent that Units subject to the Option is Award are neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised settled as of the time consummation of the Change in Control. The Committee and the Acquiror are not required take the same action with respect to the Award as is taken with respect to any other Awards granted under the Plan.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option Award in accordance with Section 13.1(c12.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option outstanding Units or substitute for all or any portion of the Option a outstanding Units substantially equivalent option for rights with respect to the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof a Unit shall be deemed assumed if, following the Change in Control, the Option Unit confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise settlement of the Option for each share of Stock Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of Notwithstanding the time of consummation of the Change in Control foregoing, to the extent that Units subject to the Option is neither assumed Award are not assumed, substituted for, or otherwise continued by the Acquiror in connection with the Change in Control nor exercised as Control, then the vesting of such Units shall accelerate in full and, subject to Section 14.2 of the time Plan, be settled immediately prior to, but conditioned upon, the consummation of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except subject to approval by the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c) of the PlanCommittee, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the ParticipantGrantee, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for with respect to the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Common Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Common Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if such consideration is not NAI-1513474051v5 solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option Option, for each share of Common Stock subject to the Option, to consist solely of common stock of the Acquiror equal in Fair Market Value per Share to the per share consideration received by holders of Common Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c15.1(d) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”"Acquiror "), may, without the consent of the any Participant, either assume or continue in full force and effect the Company’s 's rights and obligations under all each or any Award or portion of thereof outstanding immediately prior to the Option Change in Control or substitute for all each or any such outstanding Award or portion of the Option thereof a substantially equivalent option for award with respect to the Acquiror’s 's stock, as applicable. For purposes of this Section, if so determined by the Option or any portion thereof Committee, in its discretion, an Award denominated in shares of Stock shall be deemed assumed if, following the Change in Control, the Option Award confers the right to receive, subject to the terms and conditions of the Plan and this Option the applicable Award Agreement, for each share of Stock subject to such portion of the Option Award immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise or settlement of the Option Award, for each share of Stock subject to the Award, to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option Any Award or portion thereof which is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised or settled as of the time of consummation of the Change in Control shall become immediately exercisable and vested in full (a) as often (1) days prior to, and subject to, the consummation of the Change in Control or (b) settled effective immediately prior to the time of consummation of the Change in Control, as applicable. Any Award or portion thereof that is immediately exercisable and vested in full pursuant to the preceding sentence to the extent unexercised immediately prior to the consummation of the Change in Control shall terminate and cease to be outstanding effective as of the time of the consummation of the Change in Control. Notwithstanding any other provision of the Plan to the contrary, if the Participant's Service is terminated without Cause or the Participant voluntarily terminates the Participant's employment after a reduction of the Participant's base salary of :fifteen percent (15%) or greater without the Participant's express written consent within eighteen (18) months following the consummation of a Change in Control, such Participant's Awards shall become immediately exercisable and vested in full as of the date of such termination. Such immediately exercisable and fully vested Awards shall be settled to the extent possible on the date of the Participant's termination pursuant to this subsection (c). Awards requiring the Participant's exercise may be exercised by the Participant at any time prior to the expiration of three (3) months after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date.

Effect of Change in Control. In the event of a Change in Control, except subject to approval by the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c) of the PlanCommittee, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the ParticipantGrantee, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for with respect to the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Common Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Common Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if such consideration is not NAI-1513338219v7 solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option Option, for each share of Common Stock subject to the Option, to consist solely of common stock of the Acquiror equal in Fair Market Value per Share to the per share consideration received by holders of Common Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, (i) the Option shall, immediately prior to the closing of the Change in Control, vest in full and become exercisable for all the shares of Stock subject to the Option and (ii) except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option (as so accelerated) or substitute for all or any portion of the Option (as so accelerated) a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option for each share of Stock to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control.Control.]1

Effect of Change in Control. In the event of a Change in Control, except the Option shall be come immediately exercisable and vested in full as of the date of the Change of Control, subject to the extent consumption of the Change in Control and provided that the Committee determines Participant’s Service has not terminated prior to cash out the Option in accordance with Section 13.1(c) date of the PlanChange in Control. In addition, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option Option, for each share of Stock subject to the Option, to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time date of the Change in Control.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option Award in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, successor or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under with respect to all or any portion of the Option outstanding Units or substitute for all or any portion of the Option a outstanding Units substantially equivalent option for rights with respect to the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof a Unit shall be deemed assumed if, following the Change in Control, the Option Unit confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise settlement of the Option for each share of Stock Unit to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option Notwithstanding the foregoing, in the event of a Change in Control in which the Acquiror, does not assume or continue the Company’s rights and obligations under any then outstanding Units subject to time-based vesting or substitute for such Unit a substantially equivalent right for the Acquiror’s stock, then the vesting and settlement of such Unit which is not assumed, continued or substituted for shall terminate and cease be accelerated in full effective immediately prior to be outstanding effective as but conditioned upon the consummation of the time Change in Control, provided the Participant is providing Services immediately prior to the Change in Control. In addition, and notwithstanding anything in this Agreement to the contrary, to the extent the Unit is subject to performance based vesting, the vesting and settlement of such a Unit shall be accelerated in full immediately prior to but conditioned upon the consummation of the Change in Control (assuming for purposes of determining the extent of such acceleration that one hundred percent (100%) of the target level of performance was achieved), provided that Participant is providing Services immediately prior to the Change in Control. To the extent that the Option a Unit is neither assumed assumed, continued or continued substituted for by the Acquiror in connection with Acquiror, such Unit shall be subject to accelerated vesting and settlement if, during the period commencing upon the consummation of the Change in Control nor exercised and ending on the date occurring eighteen (18) months thereafter the Participant’s Service is terminated without Cause or the Participant terminates his or her Service for “Good Reason.” This accelerated vesting and settlement shall only be applicable if the Participant executes a separation agreement and release and such agreement and release becomes effective in accordance with its terms no later than sixty (60) days following such termination, in which event the accelerated vesting and settlement shall be effective on the date the separation agreement and release becomes effective. For purposes of this Agreement, “Good Reason” shall be defined as the occurrence of any of the following conditions without the Participant’s written consent, which condition(s) remain(s) in effect thirty (30) days after written notice to the Company from the Participant of such condition(s) and which notice must have been given within ninety (90) days following the initial occurrence of such condition(s): (i) a material diminution in the Participant’s authority, duties or responsibilities, causing the Participant’s position to be of materially lesser rank or responsibility as measured against the Participant’s authority, duties or responsibilities immediately prior to (A) such diminution, or (B) a Change in Control; (ii) a material decrease in the Participant’s “Base Salary Rate” or “Annual Target Bonus Rate” (subject to applicable performance requirements with respect to the actual amount of the Annual Target Bonus Rate earned and paid) other than any such material decrease that occurs in connection with a decrease that is imposed on all employees of the Participating Company Group (which shall include the Acquiror) at the time of such decrease; or (iii) the Change in Controlrelocation of the Participant’s work place to a location that increases the regular commute distance between the Participant’s residence and work place by more than thirty (30) miles (one-way). In the event that a Participant continues his/her employment for a period of one hundred eighty (180) days or more following the occurrence of any condition constituting Good Reason, such condition shall no longer constitute Good Reason.