Common use of Impact of Change in Control Clause in Contracts

Impact of Change in Control. (i) If a Change in Control Event of the Company occurs, the Committee, in its sole discretion and without the consent of the Optionee, may determine that the Optionee will receive, with respect to some or all of the Option Shares, as of the effective date of any such Change in Control Event of the Company, cash in an amount equal to the excess of the Fair Market Value (as defined in the Plan) of such Option Shares as determined by taking into account such Change in Control Event of the Company over the option exercise price per share of the Option. (ii) If a Change in Control Event occurs and the Option is not assumed or replaced, it shall immediately become fully exercisable. If the Option is assumed or replaced, exercisability fully accelerates if, within 24 months following the closing of the Change in Control Event, the Optionee’s employment is terminated without Cause or, if his or her employment or other individual agreement provides for resignation for “Good Reason,” upon a resignation for Good Reason during the same period.