Common use of Impact of Change of Control Clause in Contracts

Impact of Change of Control. If a Change of Control (as defined in Section 9 of this Agreement) occurs, the Option will become immediately exercisable in full and will, notwithstanding the provisions of Section 3.2 hereof, remain exercisable until the Time of Option Termination, regardless of whether the Optionee remains in the employ of the Company or any Subsidiary. In addition, if a Change of Control 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 (and in satisfaction of the applicable portion of the Option), as of the effective date of any such Change of Control of the Company, cash in an amount equal to the excess of the Fair Market Value (as defined in the Plan) of the applicable Option Shares immediately prior to the effective date of such Change of Control of the Company over the Option Exercise Price per share of the Option.

Impact of Change of Control. If a Change of Control (as defined in Section 9 8 of this Agreement) occurs, the Option will become immediately exercisable in full and will, notwithstanding the provisions of Section 3.2 hereof, remain exercisable until the Time of Option Termination, regardless of whether the Optionee remains in the employ as a director of the Company or any SubsidiaryCompany. In addition, if a Change of Control 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 (and in satisfaction of the applicable portion of the Option), as of the effective date of any such Change of Control of the Company, cash in an amount equal to the excess of the Fair Market Value (as defined in the Plan) of the applicable Option Shares immediately prior to the effective date of such Change of Control of the Company over the Option Exercise Price per share of the Option.