Common use of Equity-Based Compensation Clause in Contracts

Equity-Based Compensation. To the extent not already vested pursuant to the terms of any option plans then in effect, any and all (i) options, phantom units, and other awards granted to Executive pursuant to any such plan to purchase Company stock or which is measured by the current market value of Company stock and (ii) restricted stock of the Company, granted to the Executive, shall be fully vested. If the Executive shall so elect, the Company shall, in lieu of issuing Company shares upon the exercise of outstanding options, pay the Executive a lump sum amount, less required withholding, equal to the difference between the aggregate exercise price of such options and the product of the aggregate numbers of options held by the Executive times the greater of (A) the per share value of the consideration received by shareholders of the Company upon the consummation of the Change in Control and (B) the fair market value per share of the Company stock upon a Change of Control.