Common use of Effect of Change of Control Clause in Contracts

Effect of Change of Control. (a) In the event of a Change of Control (as defined in the Plan), the Option, if outstanding as of the date of such Change of Control, shall become fully exercisable, whether or not then otherwise exercisable. In such event, the Administrator may (i) determine that the Option must be exercised, if at all, within a fixed time period (as determined by the Administrator) following or prior to such Change of Control, and/or (ii) determine that the Option shall terminate after such time period, and/or (iii) make other similar determinations regarding the Participant’s rights with respect to the Option. (b) Notwithstanding the foregoing, in the event that a Change of Control event occurs, the Administrator may, in its sole and absolute discretion, determine that the Option shall not vest or become exercisable on an accelerated basis, if the Corporation or the surviving or acquiring corporation, as the case may be, shall have taken such action, including but not limited to the assumption of Awards granted under the Plan or the grant of substitute awards (in either case, with substantially similar terms or equivalent economic benefits as Awards granted under the Plan), as the Administrator determines to be equitable or appropriate to protect the rights and interests of Participants under the Plan. For the purposes herein, if the Committee is acting as the Administrator authorized to make the determinations provided for in this Section 6(b), the Committee shall be appointed by the Board of Directors, two-thirds of the members of which shall have been Directors of the Corporation prior to the Change of Control event. (c) The Administrator shall have full and final authority, in its discretion, to determine whether a Change of Control of the Corporation has occurred, the date of the occurrence of such Change of Control and any incidental matters relating thereto.

Effect of Change of Control. (a) In Notwithstanding the provisions of Section 3, in the event of a Change of Control Control, the Option shall, to the extent not then vested or previously forfeited or cancelled, become vested if and to the extent provided below: (as defined a) To the extent that the successor or surviving company in the Plan), Change of Control event does not assume or substitute for the Option (or in which the Company is the ultimate parent corporation and does not continue the Option, if outstanding as of the date of such Change of Control, shall become fully exercisable, whether ) on substantially similar terms or not then otherwise exercisable. In such event, the Administrator may (i) determine that the Option must be exercised, if at all, within a fixed time period with substantially equivalent economic benefits (as determined by the Administrator) following or prior to such Change of Control, and/or (ii) determine that the as an Option shall terminate after such time period, and/or (iii) make other similar determinations regarding the Participant’s rights with respect to the Option. (b) Notwithstanding the foregoing, in the event that a Change of Control event occurs, the Administrator may, in its sole and absolute discretion, determine that the Option shall not vest or become exercisable on an accelerated basis, if the Corporation or the surviving or acquiring corporation, as the case may be, shall have taken such action, including but not limited to the assumption of Awards granted outstanding under the Plan or the grant of substitute awards (in either case, with substantially similar terms or equivalent economic benefits as Awards granted under the Plan), as the Administrator determines to be equitable or appropriate to protect the rights and interests of Participants under the Plan. For the purposes herein, if the Committee is acting as the Administrator authorized to make the determinations provided for in this Section 6(b), the Committee shall be appointed by the Board of Directors, two-thirds of the members of which shall have been Directors of the Corporation immediately prior to the Change of Control event, the Option shall become fully vested and exercisable as of the date of the Change of Control. (b) Further, in the event that the Option is substituted, assumed or continued as provided in Section 6(a) herein, the Option shall nonetheless become vested and exercisable in full if the Participant’s employment or service is terminated by the Company or an Affiliate (or any successor thereto) not for Cause or by the Participant for Good Reason within two years after the effective date of a Change of Control. The Administrator shall have sole discretion to determine the basis for the Participant’s termination of employment or service, including whether such termination is for Good Reason. (c) The Administrator shall have full Notwithstanding Sections 6(a) and final authority(b), in its discretionthe event that the Participant has entered into an employment agreement, consulting agreement or other similar agreement, plan or policy as of the effective date of the Plan, the Participant shall be entitled to determine whether the greater of the benefits provided upon a change of control of the Company under the Plan or the respective employment agreement or other arrangement as in effect on the Plan effective date, and such agreement or arrangement shall not be construed to reduce in any way the benefits otherwise provided upon a Change of Control of the Corporation has occurred, the date of the occurrence of such Change of Control and any incidental matters relating theretoControl.

Effect of Change of Control. (a) In Notwithstanding any other provision in the Plan to the contrary (and unless otherwise required pursuant to Code Section 409A), the following provisions shall apply in the event of a Change of Control: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute the Option (or in which the Company is the ultimate parent corporation and does not continue the Option) on substantially similar terms or with substantially equivalent economic benefits (as defined in determined by the Plan)Administrator) as the Option outstanding immediately prior to the Change of Control event, the Option, if outstanding as of the date of such Change of Control, Option shall become fully vested and exercisable, whether or not then otherwise vested and exercisable. In such event. (ii) Further, in the event that the Option is substituted, assumed or continued as provided in Section 4(a) herein, the Administrator Option will nonetheless become vested and exercisable in full, if the employment or service of the Participant is terminated within six months before (in which case vesting shall not occur until the effective date of the Change of Control) or one year (or such other period after a Change of Control as may be stated in the Participant’s employment, change of control, consulting or other similar agreement, if applicable) after the effective date of a Change of Control if such termination of employment or service (i) determine is by the Company not for Cause or (ii) is by the Participant for Good Reason. For clarification, for the purposes of this Section 4, the “Company” shall include any successor to the Company. (iii) Notwithstanding any other provision of the Plan to the contrary, in the event that the Option must Participant has entered into an employment agreement as of the Effective Date of the Plan or is a participant in the Company’s Change in Control Plan or similar arrangement, the Participant shall be exercisedentitled to the greater of the benefits provided upon a change of control of the Company under the Plan or the respective employment agreement, Change in Control Plan or other arrangement, and such agreement, Change in Control Plan or other arrangement shall not be construed to reduce in any way the benefits otherwise provided to a Participant upon a Change of Control as defined in the Plan. (b) For the purposes herein, except as may be otherwise required, if at all, within under Code Section 409A, a fixed time period (as determined by the Administrator) following or prior to such “Change of Control” shall be deemed to have occurred on the earliest of the following dates: (i) The date any entity or person shall have become the beneficial owner of, and/or or shall have obtained voting control over, more than fifty percent (50%) of the total voting power of the Company’s then outstanding voting stock; (ii) determine that The date of the Option shall terminate consummation of (A) a merger, consolidation or reorganization of the Company (or similar transaction involving the Company), in which the holders of the Common Stock immediately prior to the transaction have voting control over less than fifty-one percent (51%) of the voting securities of the surviving corporation immediately after such time periodtransaction, and/or or (B) the sale or disposition of all or substantially all the assets of the Company; or (iii) make other similar determinations regarding the Participant’s rights with respect to the Option. (b) Notwithstanding the foregoing, in the event that a Change of Control event occurs, the Administrator may, in its sole and absolute discretion, determine that the Option shall not vest or become exercisable on an accelerated basis, if the Corporation or the surviving or acquiring corporation, as the case may be, The date there shall have taken such action, including but not limited to the assumption been a change in a majority of Awards granted under the Plan or the grant of substitute awards (in either case, with substantially similar terms or equivalent economic benefits as Awards granted under the Plan), as the Administrator determines to be equitable or appropriate to protect the rights and interests of Participants under the Plan. For the purposes herein, if the Committee is acting as the Administrator authorized to make the determinations provided for in this Section 6(b), the Committee shall be appointed by the Board of Directors, Directors of the Company within a 12-month period unless the nomination for election by the Company’s shareholders of each new Director was approved by the vote of two-thirds of the members of which shall have been Directors the Board (or a committee of the Corporation prior to Board, if nominations are approved by a Board committee rather than the Change of Control event. (cBoard) The Administrator shall have full and final authority, then still in its discretion, to determine whether a Change of Control office who were in office at the beginning of the Corporation has occurred, the date of the occurrence of such Change of Control and any incidental matters relating thereto12-month period.

Effect of Change of Control. (a) In The Administrator shall (taking into account any Code Section 409A considerations) have sole discretion to determine the effect, if any, on the Option, including, but not limited to, the vesting and/or exercisability of the Option, in the event of a Change of Control (as defined Control. Without limiting the effect of the foregoing, in the Plan), the Option, if outstanding as event of the date of such a Change of Control, the Administrator’s discretion shall become fully exercisableinclude, whether or but shall not then otherwise exercisable. In such eventbe limited to, the Administrator may (i) discretion to determine that the Option (or portion thereof) shall vest or become exercisable in whole or in part (and discretion to determine that exercise of the Option must be exercisedoccur, if at all, within a fixed time period (as determined period(s) specified by the Administrator, after which time period(s) following the Option, unless the Administrator determines otherwise, terminate), shall be assumed or prior to such Change substituted for another award, shall be canceled without the payment of Controlconsideration, shall be canceled in exchange for a cash payment or other consideration, and/or that other actions (iior no action) determine that the Option shall terminate after such time period, and/or (iii) make other similar determinations regarding the Participant’s rights be taken with respect to the Option. The Administrator also has discretion to determine that acceleration or any other effect of a Change of Control on the Option shall be subject to both the occurrence of a Change of Control event and termination of employment or service of the Participant upon such terms and conditions as may be determined by the Administrator. (b) Notwithstanding the foregoing, in the event that a Change of Control event occurs, the Administrator may, in its sole and absolute discretion, determine that the Option shall not vest or become exercisable on an accelerated basis, if the Corporation or the surviving or acquiring corporation, as the case may be, shall have taken such action, including but not limited to the assumption of Awards granted under the Plan or the grant of substitute awards (in either case, with substantially similar terms or equivalent economic benefits as Awards granted under the Plan), as the Administrator determines to be equitable or appropriate to protect the rights and interests of Participants under the Plan. For the purposes herein, a “Change of Control” shall (except as may be otherwise required, if at all, pursuant to Code Section 409A) be deemed to have occurred on the Committee is acting as the Administrator authorized to make the determinations provided for in this Section 6(b), the Committee shall be appointed by the Board of Directors, two-thirds earliest of the members following dates: (i) The date of which the closing of a firm commitment underwritten public offering of the Corporation’s voting Common Stock (or any successor securities thereto) pursuant to an effective registration statement on Form S-1 (or other applicable form) under the Securities Act; (ii) The date any entity or person[, other than a person or entity who was a beneficial owner of Common Stock as of the Effective Date of the Plan,] shall have been Directors become the beneficial owner of one or more classes of stock of the Corporation prior to representing more than [fifty percent (50%)] of the Change total voting power of Control event.the Corporation’s Common Stock or other then outstanding voting securities; or (ciii) The Administrator shall have full and final authority, in its discretion, to determine whether a Change of Control date the stockholders of the Corporation has occurredapprove a definitive agreement (A) to merge, consolidate or reorganize the Corporation with or into another corporation or other business entity (each, a “corporation”), in which the Corporation is not the continuing or surviving corporation or pursuant to which any shares of Common Stock would be converted into cash, securities or other property of another corporation, in each case other than a merger, consolidation or reorganization that would result in the Common Stock or other voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least [fifty percent (50%)] of the combined voting power of the voting securities of the Corporation (or other surviving entity) outstanding immediately after such merger, consolidation or reorganization (provided, however, that if consummation of such merger, consolidation or reorganization is subject to the approval of regulatory authorities or other approvals, then, unless the Administrator determines otherwise, a “Change of Control” shall not be deemed to occur until the later of the date of the occurrence approval of such Change merger or other event by the stockholders or the date of Control and any incidental matters relating theretosuch other final regulatory or other approvals); or (B) to sell or otherwise dispose of all or substantially all the assets of the Corporation.

Effect of Change of Control. (a) In The Administrator shall (taking into account any Code Section 409A considerations) have sole discretion to determine the effect, if any, on the Option, including, but not limited to, the vesting and/or exercisability of the Option, in the event of a Change of Control (as defined Control. Without limiting the effect of the foregoing, in the Plan), the Option, if outstanding as event of the date of such a Change of Control, the Administrator’s discretion shall become fully exercisableinclude, whether or but shall not then otherwise exercisable. In such eventbe limited to, the Administrator may (i) discretion to determine that the Option (or portion thereof) shall vest or become exercisable in whole or in part (and discretion to determine that exercise of the Option must be exercisedoccur, if at all, within a fixed time period (as determined period(s) specified by the Administrator, after which time period(s) following the Option, unless the Administrator determines otherwise, terminate), shall be assumed or prior to such Change substituted for another award, shall be canceled without the payment of Controlconsideration, shall be canceled in exchange for a cash payment or other consideration, and/or that other actions (iior no action) determine that the Option shall terminate after such time period, and/or (iii) make other similar determinations regarding the Participant’s rights be taken with respect to the Option. The Administrator also has discretion to determine that acceleration or any other effect of a Change of Control on the Option shall be subject to both the occurrence of a Change of Control event and termination of the Participant’s services to the Corporation upon such terms and conditions as may be determined by the Administrator. (b) Notwithstanding the foregoing, in the event that a Change of Control event occurs, the Administrator may, in its sole and absolute discretion, determine that the Option shall not vest or become exercisable on an accelerated basis, if the Corporation or the surviving or acquiring corporation, as the case may be, shall have taken such action, including but not limited to the assumption of Awards granted under the Plan or the grant of substitute awards (in either case, with substantially similar terms or equivalent economic benefits as Awards granted under the Plan), as the Administrator determines to be equitable or appropriate to protect the rights and interests of Participants under the Plan. For the purposes herein, a “Change of Control” shall (except as may be otherwise required, if at all, pursuant to Code Section 409A) be deemed to have occurred on the Committee is acting as the Administrator authorized to make the determinations provided for in this Section 6(b), the Committee shall be appointed by the Board of Directors, two-thirds earliest of the members following dates: (i) The date of which the closing of a firm commitment underwritten public offering of the Corporation’s voting Common Stock (or any successor securities thereto) pursuant to an effective registration statement on Form S-1 (or other applicable form) under the Securities Act; (ii) The date any entity or person[, other than a person or entity who was a beneficial owner of Common Stock as of the Effective Date of the Plan,] shall have been Directors become the beneficial owner of one or more classes of stock of the Corporation prior to representing more than [fifty percent (50%)] of the Change total voting power of Control event.the Corporation’s Common Stock or other then outstanding voting securities; or (ciii) The Administrator shall have full and final authority, in its discretion, to determine whether a Change of Control date the stockholders of the Corporation has occurredapprove a definitive agreement (A) to merge, consolidate or reorganize the Corporation with or into another corporation or other business entity (each, a “corporation”), in which the Corporation is not the continuing or surviving corporation or pursuant to which any shares of Common Stock would be converted into cash, securities or other property of another corporation, in each case other than a merger, consolidation or reorganization that would result in the Common Stock or other voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least [fifty percent (50%)] of the combined voting power of the voting securities of the Corporation (or other surviving entity) outstanding immediately after such merger, consolidation or reorganization (provided, however, that if consummation of such merger, consolidation or reorganization is subject to the approval of regulatory authorities or other approvals, then, unless the Administrator determines otherwise, a “Change of Control” shall not be deemed to occur until the later of the date of the occurrence approval of such Change merger or other event by the stockholders or the date of Control and any incidental matters relating theretosuch other final regulatory or other approvals); or (B) to sell or otherwise dispose of all or substantially all the assets of the Corporation.

Effect of Change of Control. (a) In the event of a Change of Control (as defined in the Plan), the Option, if outstanding as of the date of such Change of Control, shall become fully exercisable, whether or not then otherwise exercisable. In such event, the Administrator may may: (i) determine that the Option must be exercised, if at all, within a fixed time period (as determined by the Administrator) following or prior to such Change of Control, and/or (ii) determine that the Option shall terminate after such time period, and/or (iii) make other similar determinations regarding the Participant’s rights with respect to the Option. (b) Notwithstanding the foregoing, in the event that a Change of Control event occurs, the Administrator may, in its sole and absolute discretion, determine that the Option shall not vest or become exercisable on an accelerated basis, if the Corporation or the surviving or acquiring corporation, as the case may be, shall have taken such action, including but not limited to the assumption of Awards granted under the Plan or the grant of substitute awards (in either case, with substantially similar terms or equivalent economic benefits as Awards granted under the Plan), as the Administrator determines to be equitable or appropriate to protect the rights and interests of Participants under the Plan. For the purposes herein, if the Committee is acting as the Administrator authorized to make the determinations provided for in this Section 6(b), the Committee shall be appointed by the Board of Directors, two-thirds of the members of which shall have been Directors of the Corporation prior to the Change of Control event. (c) The Administrator shall have full and final authority, in its discretion, to determine whether a Change of Control of the Corporation has occurred, the date of the occurrence of such Change of Control and any incidental matters relating thereto.

Effect of Change of Control. (a) In the event of a Change of Control Control: (as defined in the Plan)a) No cancellation, the Optiontermination, if outstanding as acceleration of the date of such Change of Controlexercisability or vesting, or settlement or other payment shall become fully exercisable, whether or not then otherwise exercisable. In such event, the Administrator may (i) determine that the Option must be exercised, if at all, within a fixed time period (as determined by the Administrator) following or prior to such Change of Control, and/or (ii) determine that the Option shall terminate after such time period, and/or (iii) make other similar determinations regarding the Participant’s rights occur with respect to the OptionOptions if the Committee (as constituted immediately prior to the Change in Control) reasonably determines, in good faith, prior to the Change in Control that the Options shall be honored or assumed or new rights substituted therefor by an Alternative Award, in accordance with the terms of Section 13.5 of the Plan. (b) Notwithstanding the foregoing, in the event that a Change of Control event occurs, the Administrator may, in its sole and absolute discretion, determine that the Option shall not vest or become exercisable on an accelerated basisSection 8(a), if an Alternative Award meeting the Corporation requirements of Section 13.5 of the Plan cannot be issued, or the surviving or acquiring corporation, as the case may be, shall have taken such action, including but not limited to the assumption of Awards granted under the Plan or the grant of substitute awards (in either case, with substantially similar terms or equivalent economic benefits as Awards granted under the Plan), as the Administrator Committee so determines to be equitable or appropriate to protect the rights and interests of Participants under the Plan. For the purposes herein, if the Committee is acting as the Administrator authorized to make the determinations provided for in this Section 6(b), the Committee shall be appointed by the Board of Directors, two-thirds of the members of which shall have been Directors of the Corporation at any time prior to the Change of Control eventControl, any unvested options shall become fully vested and exercisable immediately prior to the Change of Control. (c) The Administrator Notwithstanding Sections 8(a) and 8(b), the Committee (as constituted immediately prior to the Change in Control) may determine that all then-outstanding Options (whether vested or unvested) shall have full and final authoritybe canceled in exchange for a payment having a value equal to the excess, if any, of (a) the product of the Change in Control Price multiplied by the aggregate number of shares covered by all such Options immediately prior to the Change in Control over (b) the aggregate Option Price for all such shares, to be paid as soon as reasonably practicable, but in no event later than 30 days following the Change in Control. (d) Notwithstanding Sections 8(a) through 8(c), the Committee may, in its discretion, to determine whether a Change of Control of terminate any outstanding Options if either (i) the Corporation has occurred, the date of the occurrence Company provides holders of such Options with reasonable advance notice to exercise their outstanding and unexercised Options, or (ii) the Board reasonably determines that the Change of in Control and any incidental matters relating theretoPrice is equal to or less than the Option Price for such Options.

Effect of Change of Control. The Administrator shall (ataking into account any Code Section 409A considerations) In have sole discretion to determine at any time the effect, if any, on the Option, including but not limited to the vesting and/or exercisability of the Option (in whole or in part), in the event of a Change of Control (as defined in the Plan). Without limiting the effect of the foregoing, the OptionAdministrator’s discretion shall include, if outstanding as but shall in no way be limited to, the discretion to determine with respect to all or any portion of an Option that (i) the date of such Option shall vest and/or become exercisable upon a Change of Control, ; (ii) vesting and/or exercisability of the Option shall become fully exercisable, whether or not then otherwise exercisable. In such event, the Administrator may accelerate upon a Change of Control; (iiii) determine that exercise of the Option must be exercisedoccur, if at all, within time period(s) specified by the Administrator, after which time period(s) the Option shall, unless the Administrator determines otherwise, terminate; (iv) the Option shall be assumed or substituted for another award; (v) the Option shall be cancelled without the payment of consideration; (vi) the Option shall be cancelled in exchange for a fixed time period (as cash payment or other consideration in an amount determined by the Administrator; (vii) following or prior to such Change of Control, and/or (ii) determine that the Option shall terminate after be subject to such time periodtreatment (including but not limited to cancellation, cashout, assumption or substitution) as is provided under the terms of the agreement or other instrument establishing terms of the Change of Control transaction (e.g., a merger agreement); and/or (iiiviii) make other similar determinations regarding the Participant’s rights actions (or no action) shall be taken with respect to the Option. (b) . Notwithstanding the foregoing, in the event that the Administrator determines to provide for acceleration of vesting and/or exercisability of the Option in the event of a Change of Control, such acceleration shall occur only if a Change of Control event occurs, occurs and the Administrator may, in its sole and absolute discretion, determine that the Option shall not vest or become exercisable on an accelerated basis, if Participant’s employment is terminated without Cause by the Corporation (or an Affiliate) within 12 months after the surviving or acquiring corporation, as the case may be, shall have taken such action, including but not limited to the assumption effective date of Awards granted under the Plan or the grant of substitute awards (in either case, with substantially similar terms or equivalent economic benefits as Awards granted under the Plan), as the Administrator determines to be equitable or appropriate to protect the rights and interests of Participants under the Plan. For the purposes herein, if the Committee is acting as the Administrator authorized to make the determinations provided for in this Section 6(b), the Committee shall be appointed by the Board of Directors, two-thirds of the members of which shall have been Directors of the Corporation prior to the Change of Control event. or the Participant resigns for Good Reason (cas defined below) The Administrator shall have full and final authority, in its discretion, to determine whether a Change of Control of within 12 months after the Corporation has occurred, the effective date of the occurrence of such Change of Control and any incidental matters relating theretoControl.

Effect of Change of Control. The Administrator shall (ataking into account any Code Section 409A considerations) In have sole discretion to determine at any time the effect, if any, on the Option, including but not limited to the vesting and/or exercisability of the Option (in whole or in part), in the event of a Change of Control (as defined in the 2020 Plan). Without limiting the effect of the foregoing, the OptionAdministrator’s discretion shall include, if outstanding as but shall in no way be limited to, the discretion to determine with respect to all or any portion of an Option that (i) the date of such Option shall vest and/or become exercisable upon a Change of Control, ; (ii) vesting and/or exercisability of the Option shall become fully exercisable, whether or not then otherwise exercisable. In such event, the Administrator may accelerate upon a Change of Control; (iiii) determine that exercise of the Option must be exercisedoccur, if at all, within time period(s) specified by the Administrator, after which time period(s) the Option shall, unless the Administrator determines otherwise, terminate; (iv) the Option shall be assumed or substituted for another award; (v) the Option shall be cancelled without the payment of consideration; (vi) the Option shall be cancelled in exchange for a fixed time period (as cash payment or other consideration in an amount determined by the Administrator; (vii) following or prior to such Change of Control, and/or (ii) determine that the Option shall terminate after be subject to such time periodtreatment (including but not limited to cancellation, cashout, assumption or substitution) as is provided under the terms of the agreement or other instrument establishing terms of the Change of Control transaction (e.g., a merger agreement); and/or (iiiviii) make other similar determinations regarding the Participant’s rights actions (or no action) shall be taken with respect to the Option. (b) . Notwithstanding the foregoing, in the event that the Administrator determines to provide for acceleration of vesting and/or exercisability of the Option in the event of a Change of Control, such acceleration shall occur only if a Change of Control event occurs, occurs and the Administrator may, in its sole and absolute discretion, determine that the Option shall not vest Participant’s employment or become exercisable on an accelerated basis, if service is terminated without Cause by the Corporation (or an Affiliate) within 12 months after the surviving or acquiring corporation, as the case may be, shall have taken such action, including but not limited to the assumption effective date of Awards granted under the Plan or the grant of substitute awards (in either case, with substantially similar terms or equivalent economic benefits as Awards granted under the Plan), as the Administrator determines to be equitable or appropriate to protect the rights and interests of Participants under the Plan. For the purposes herein, if the Committee is acting as the Administrator authorized to make the determinations provided for in this Section 6(b), the Committee shall be appointed by the Board of Directors, two-thirds of the members of which shall have been Directors of the Corporation prior to the Change of Control event. or the Participant resigns for Good Reason (cas defined below) The Administrator shall have full and final authority, in its discretion, to determine whether a Change of Control of within 12 months after the Corporation has occurred, the effective date of the occurrence of such Change of Control and any incidental matters relating theretoControl.

Effect of Change of Control. (a) In the event of a Change of Control Control: (as defined in the Plan)a) No cancellation, the Optiontermination, if outstanding as acceleration of the date of such Change of Controlexercisability or vesting, or settlement or other payment shall become fully exercisable, whether or not then otherwise exercisable. In such event, the Administrator may (i) determine that the Option must be exercised, if at all, within a fixed time period (as determined by the Administrator) following or prior to such Change of Control, and/or (ii) determine that the Option shall terminate after such time period, and/or (iii) make other similar determinations regarding the Participant’s rights occur with respect to the OptionOptions if the Committee (as constituted immediately prior to the Change of Control) reasonably determines, in good faith, prior to the Change of Control that the Options shall be honored or assumed or new rights substituted therefor by an Alternative Award, in accordance with the terms of Section 13.5 of the Plan. (b) Notwithstanding Section 8(a), if an Alternative Award meeting the foregoingrequirements of Section 13.5 of the Plan cannot be issued, in or the event that a Committee so determines at any time prior to the Change of Control event occursControl, the Administrator may, in its sole any unvested Options shall become fully vested and absolute discretion, determine that the Option shall not vest or become exercisable on an accelerated basis, if the Corporation or the surviving or acquiring corporation, as the case may be, shall have taken such action, including but not limited immediately prior to the assumption Change of Awards granted under the Plan or the grant of substitute awards Control. (in either case, with substantially similar terms or equivalent economic benefits as Awards granted under the Plan), as the Administrator determines to be equitable or appropriate to protect the rights c) Notwithstanding Sections 8(a) and interests of Participants under the Plan. For the purposes herein, if the Committee is acting as the Administrator authorized to make the determinations provided for in this Section 6(b8(b), the Committee (as constituted immediately prior to the Change of Control) may determine that all then-outstanding Options (whether vested or unvested) shall be appointed canceled in exchange for a payment having a value equal to the excess, if any, of (a) the product of the Change of Control Price multiplied by the Board aggregate number of Directors, two-thirds of the members of which shall have been Directors of the Corporation shares covered by all such Options immediately prior to the Change of Control eventover (b) the aggregate Option Price for all such shares, to be paid as soon as reasonably practicable, but in no event later than 30 days following the Change of Control. (cd) The Administrator shall have full and final authorityNotwithstanding Sections 8(a) through 8(c), the Committee may, in its discretion, terminate any outstanding Options if either (i) the Company provides holders of such Options with reasonable advance notice to determine whether a exercise their outstanding and unexercised Options, or (ii) the Board reasonably determines that the Change of Control of Price is equal to or less than the Corporation has occurred, the date of the occurrence of Option Price for such Change of Control and any incidental matters relating theretoOptions.

Effect of Change of Control. The Administrator shall (ataking into account any Code Section 409A considerations) In have sole discretion to determine at any time the effect, if any, on the Option, including but not limited to the vesting and/or exercisability of the Option (in whole or in part), in the event of a Change of Control (as defined in the Plan). Without limiting the effect of the foregoing, the OptionAdministrator’s discretion shall include, if outstanding as but shall in no way be limited to, the discretion to determine with respect to all or any portion of an Option that (i) the date of such Option shall vest and/or become exercisable upon a Change of Control, ; (ii) vesting and/or exercisability of the Option shall become fully exercisable, whether or not then otherwise exercisable. In such event, the Administrator may accelerate upon a Change of Control; (iiii) determine that exercise of the Option must be exercisedoccur, if at all, within time period(s) specified by the Administrator, after which time period(s) the Option shall, unless the Administrator determines otherwise, terminate; (iv) the Option shall be assumed or substituted for another award; (v) the Option shall be cancelled without the payment of consideration; (vi) the Option shall be cancelled in exchange for a fixed time period (as cash payment or other consideration in an amount determined by the Administrator; (vii) following or prior to such Change of Control, and/or (ii) determine that the Option shall terminate after be subject to such time periodtreatment (including but not limited to cancellation, cashout, assumption or substitution) as is provided under the terms of the agreement or other instrument establishing terms of the Change of Control transaction (e.g., a merger agreement); and/or (iiiviii) make other similar determinations regarding the Participant’s rights actions (or no action) shall be taken with respect to the Option. (b) . Notwithstanding the foregoing, in the event that the Administrator determines to provide for acceleration of vesting and/or exercisability of the Option in the event of a Change of Control, such acceleration shall occur only if a Change of Control event occurs, occurs and the Administrator may, in its sole and absolute discretion, determine that the Option shall not vest Participant’s employment or become exercisable on an accelerated basis, if service is terminated without Cause by the Corporation (or an Affiliate) within 12 months after the surviving or acquiring corporation, as the case may be, shall have taken such action, including but not limited to the assumption effective date of Awards granted under the Plan or the grant of substitute awards (in either case, with substantially similar terms or equivalent economic benefits as Awards granted under the Plan), as the Administrator determines to be equitable or appropriate to protect the rights and interests of Participants under the Plan. For the purposes herein, if the Committee is acting as the Administrator authorized to make the determinations provided for in this Section 6(b), the Committee shall be appointed by the Board of Directors, two-thirds of the members of which shall have been Directors of the Corporation prior to the Change of Control event. or the Participant resigns for Good Reason (cas defined below) The Administrator shall have full and final authority, in its discretion, to determine whether a Change of Control of within 12 months after the Corporation has occurred, the effective date of the occurrence of such Change of Control and any incidental matters relating theretoControl.

Effect of Change of Control. (a) In the event of a Change of Control (as defined in the Plan), the OptionAward, if outstanding and unvested as of the date of such Change of Control, shall become fully exercisablevested, whether or not then otherwise exercisable. In such eventvested, and the Administrator may (i) determine that the Option must be exercised, if at all, within a fixed time period (as determined by the Administrator) following or prior restrictions attached to such Change of Control, and/or (iiShares shall lapse except as may otherwise be provided in Section 5(b) determine that the Option shall terminate after such time period, and/or (iii) make other similar determinations regarding the Participant’s rights with respect to the Optionimmediately below. (b) Notwithstanding the foregoing, in the event that a Change of Control event occurs, the Administrator may, in its sole and absolute discretion, determine that the Option Award shall not vest or become exercisable on an accelerated basis, if the Corporation or the surviving or acquiring corporation, as the case may be, shall have taken such action, including including, but not limited to to, the assumption of Awards granted under the Plan or the grant of substitute awards (in either case, with substantially similar terms or equivalent economic benefits as Awards granted under the Plan), as the Administrator determines to be equitable or appropriate to protect the rights and interests of Participants under the Plan. For the purposes herein, if the Committee is acting as the Administrator authorized to make the determinations provided for in this Section 6(b5(b), the Committee shall be appointed by the Board of Directors, at least two-thirds of the members of which shall have been Directors of the Corporation prior to the Change of Control event. (c) The Administrator shall have full and final authority, in its sole and absolute discretion, to determine whether a Change of Control of the Corporation has occurred, the date of the occurrence of such Change of Control and any incidental matters relating thereto.

Effect of Change of Control. (a) In the event of a Change of Control Control: (as defined in the Plan)a) No cancellation, the Optiontermination, if outstanding as acceleration of the date of such Change of Controlexercisability or vesting, or settlement or other payment shall become fully exercisable, whether or not then otherwise exercisable. In such event, the Administrator may (i) determine that the Option must be exercised, if at all, within a fixed time period (as determined by the Administrator) following or prior to such Change of Control, and/or (ii) determine that the Option shall terminate after such time period, and/or (iii) make other similar determinations regarding the Participant’s rights occur with respect to the OptionOptions if the Committee (as constituted immediately prior to the Change in Control) reasonably determines, in good faith, prior to the Change in Control that the Options shall be honored or assumed or new rights substituted therefor by an Alternative Award, in accordance with the terms of Section 14.5 of the Plan. (b) Notwithstanding the foregoing, in the event that a Change of Control event occurs, the Administrator may, in its sole and absolute discretion, determine that the Option shall not vest or become exercisable on an accelerated basisSection 8(a), if an Alternative Award meeting the Corporation requirements of Section 14.5 of the Plan cannot be issued, or the surviving or acquiring corporation, as the case may be, shall have taken such action, including but not limited to the assumption of Awards granted under the Plan or the grant of substitute awards (in either case, with substantially similar terms or equivalent economic benefits as Awards granted under the Plan), as the Administrator Committee so determines to be equitable or appropriate to protect the rights and interests of Participants under the Plan. For the purposes herein, if the Committee is acting as the Administrator authorized to make the determinations provided for in this Section 6(b), the Committee shall be appointed by the Board of Directors, two-thirds of the members of which shall have been Directors of the Corporation at any time prior to the Change of Control eventControl, any unvested options shall become fully vested and exercisable immediately prior to the Change of Control. (c) The Administrator Notwithstanding Sections 8(a) and 8(b), the Committee (as constituted immediately prior to the Change in Control) may determine that all then-outstanding Options (whether vested or unvested) shall have full and final authoritybe canceled in exchange for a payment having a value equal to the excess, if any, of (a) the product of the Change in Control Price multiplied by the aggregate number of shares covered by all such Options immediately prior to the Change in Control over (b) the aggregate Option Price for all such shares, to be paid as soon as reasonably practicable, but in no event later than 30 days following the Change in Control. (d) Notwithstanding Sections 8(a) through 8(c), the Committee may, in its discretion, to determine whether a Change of Control of terminate any outstanding Options if either (i) the Corporation has occurred, the date of the occurrence Company provides holders of such Options with reasonable advance notice to exercise their outstanding and unexercised Options, or (ii) the Board reasonably determines that the Change of in Control and any incidental matters relating theretoPrice is equal to or less than the Option Price for such Options.