Common use of Impact of Change in Control Clause in Contracts

Impact of Change in Control. If a Change in Control of the Company occurs whereby the acquiring entity or successor to the Company does not assume this Option or replace it with a substantially equivalent incentive award, then, as of the date of the Change of Control, this Option will vest as to all shares and become immediately exercisable in full and will remain exercisable until the Time of Termination, regardless of whether the Optionee remains in the employ of the Company or any Subsidiary. In addition, if a change in control occurs, the Committee, in its sole discretion and without consent of the Optionee, may determine that the Optionee will receive, with respect to some or all of the Option Shares, cash in the amount of the excess of the Fair Market Value (as defined in the Plan) of those Option Shares immediately before the effective date of the Change in Control over the per share exercise price of this Option.

Impact of Change in Control. If a Change in Control of the Company occurs whereby the acquiring entity or successor to the Company does not assume this Option or replace it with a substantially equivalent incentive award, then, as of the date of the Change of Control, this Option will vest as to all shares and become immediately exercisable in full and will remain exercisable until the Time of Termination, regardless of whether the Optionee remains in the employ service of the Company or any SubsidiaryCompany. In addition, if a change in control occurs, the Committee, in its sole discretion and without consent of the Optionee, may determine that the Optionee will receive, with respect to some or all of the Option Shares, cash in the amount of the excess of the Fair Market Value (as defined in the Plan) of those Option Shares immediately before the effective date of the Change in Control over the per share exercise price of this Option.