Common use of Impact of Event Clause in Contracts

Impact of Event. Notwithstanding any other provision of the Plan to the contrary, unless otherwise provided in an Agreement, in the event of a Change in Control (as defined in Section 8.2): (a) Any Stock Options outstanding as of the date of such Change in Control and not then exercisable shall become fully exercisable to the full extent of the original grant; (b) The restrictions and deferral limitations applicable to any Award shall lapse, and such Award shall become free of all restrictions and become fully vested and transferable to the full extent of the original grant. (c) Notwithstanding any other provision of the Plan, unless the Committee shall provide otherwise in an Agreement, a Participant shall have the right, whether or not the Award is fully exercisable or may be otherwise realized by the Participant, by giving notice during the 60-day period from and after a Change in Control to the Company, to elect to surrender all or part of a stock-based Award to the Company and to receive cash, within 30 days of such notice, in an amount equal to the amount by which the “Change in Control Price” (as defined in Section 8.3) per share of Common Stock on the date of such election shall exceed the amount which the Participant must pay to exercise the Award per share of Common Stock wider the Award (the “Spread”) multiplied by the number of shares of Common Stock granted under the Award as to which the right granted under this Section 8.1 shall have been exercised; provided, however, that if the end of such 60-day period from and after a Change in Control is within six months of the date of grant of the Award held by a Participant (except a Participant who has died during such six-month period) who is an officer or director of the Company (within the meaning of Section 16(b) of the Exchange Act), such Award shall be cancelled in exchange for a payment to the Participant, effective on the day which is six months and one day after the date of grant of such Award, equal to the Spread multiplied by the number of shares of Common Stock granted under the Award, plus interest on such amount at the prime rate as reported from time to time in The Wall Street Journal, compounded annually and determined from time to time. With respect to any Participant who is an officer or director of the Company (within the meaning of Section 16(b) of the Exchange Act), the 60-day period shall be extended, if necessary, to include the “window period” of Rule 16b-3 which first commences on or after the date of the (Change in Control and the Committee shall have sole discretion, if necessary, to approve the Participant’s exercise hereunder and the date on which the Spread is calculated may be adjusted, if necessary, to a later date if necessary to avoid liability to such Participant under Section 16(b).

Impact of Event. Notwithstanding any other provision of the Plan to the contrary, unless otherwise provided in an Agreement, in In the event of a "Change in Control (Control" of the Company, as defined in Section 8.2):6(b), the following provisions shall apply in addition to the other provisions of this Agreement: (ai) Any Stock Options outstanding as If, on or before the first anniversary of the date of such Change in Control and Control, the Executive's employment hereunder is terminated by the Company for any reason other than for Cause or by the Executive for Good Reason, (A) Section 5(a) shall not then exercisable shall become fully exercisable be applicable to the full extent Executive from and after his Date of Termination, (B) the Executive shall be entitled to receive the amount determined under Section 4(e)(i)(A) in a single lump sum in cash within thirty (30) days of the original grant; (b) The restrictions and deferral limitations applicable to any Award shall lapseExecutive's Date of Termination, and such Award amount shall become free not be discounted in any way to reflect its present value, (C) any and all Options the Executive then holds which are not exercisable shall vest and be exercisable immediately, and (D) notwithstanding Section 4(e)(B) hereof, at the Company's expense, the Executive shall continue to be a participant in any group health plan (which may be provided by payment of all restrictions and become fully vested and transferable to COBRA continuation coverage premiums) maintained by the full extent Company (or the economic equivalent in cash) at the level in effect on the Executive's Date of the original grantTermination for a period of eighteen (18) months following his Date of Termination. (cii) Notwithstanding All expenses (including, without limitation, legal fees and expenses) incurred by the Executive in connection with, or in prosecuting or defending, any other provision claim 10 11 or controversy arising out of or relating to this Agreement shall be paid by the PlanCompany, unless the Committee shall provide otherwise Executive fails to prevail at least in an Agreementpart in any such claim or controversy and the Company receives a written opinion of independent legal counsel, a Participant shall have the right, whether or not the Award is fully exercisable or may be otherwise realized selected by the ParticipantBoard, by giving notice during the 60-day period from and after a Change in Control to the Companyeffect that such expenses were not incurred by the Executive in good faith. Pending any such determination, to elect to surrender all or part of a stock-based Award to such expenses shall be paid by the Company and to receive cashin advance on a monthly basis, within 30 days of such notice, in upon an amount equal to the amount by which the “Change in Control Price” (as defined in Section 8.3) per share of Common Stock on the date of such election shall exceed the amount which the Participant must pay to exercise the Award per share of Common Stock wider the Award (the “Spread”) multiplied undertaking by the number of shares of Common Stock granted under the Award as Executive to which the right granted under this Section 8.1 shall have been exercised; provided, however, that repay such advanced amounts if the end of Executive fails to prevail in any such 60-day period from claim or controversy and after a Change in Control is within six months of it should thus be determined that the date of grant of the Award held by a Participant (except a Participant who has died during such six-month period) who is an officer or director of the Company (within the meaning of Section 16(b) of the Exchange Act), such Award shall be cancelled in exchange for a payment to the Participant, effective on the day which is six months and one day after the date of grant of such Award, equal to the Spread multiplied expenses were not incurred by the number of shares of Common Stock granted under the Award, plus interest on such amount at the prime rate as reported from time to time Executive in The Wall Street Journal, compounded annually and determined from time to time. With respect to any Participant who is an officer or director of the Company (within the meaning of Section 16(b) of the Exchange Act), the 60-day period shall be extended, if necessary, to include the “window period” of Rule 16b-3 which first commences on or after the date of the (Change in Control and the Committee shall have sole discretion, if necessary, to approve the Participant’s exercise hereunder and the date on which the Spread is calculated may be adjusted, if necessary, to a later date if necessary to avoid liability to such Participant under Section 16(b)good faith.

Impact of Event. Notwithstanding any other provision of the Plan to the contrary, unless otherwise provided in an Agreement, in In the event of a "Change in Control (Control" of the Company, as defined in Section 8.2):6(b), the following provisions shall apply in addition to the other provisions of this Agreement: (ai) Any Stock Options outstanding as If, on or before the second anniversary of the date of such Change in Control and Control, the Executive's employment hereunder is terminated by the Company for any reason other than for Cause or by the Executive for Good Reason, (A) Section 5(a) shall not then exercisable shall become fully exercisable be applicable to the full extent Executive from and after his Date of Termination, (B) the Executive shall be entitled to receive the amount determined under Section 4(e)(i)(A) in a single lump sum in cash within thirty (30) days of the original grant; (b) The restrictions and deferral limitations applicable to any Award shall lapseExecutive's Date of Termination, and such Award amount shall become free not be discounted in any way to reflect its present value, (C) any and all Options the Executive then holds which are not exercisable shall vest and be exercisable immediately, and (D) notwithstanding Section 4(e)(B) hereof, at the Company's expense, the Executive shall continue to be a participant in any group health plan (which may be provided by payment of all restrictions and become fully vested and transferable to COBRA continuation coverage premiums) maintained by the full extent Company (or the economic equivalent in cash) at the level in effect on the Executive's Date of the original grantTermination for a period of eighteen (18) months following his Date of Termination. (cii) Notwithstanding All expenses (including, without limitation, legal fees and expenses) incurred by the Executive in connection with, or in prosecuting or defending, any other provision claim or controversy arising out of or relating to this Agreement shall be paid by the PlanCompany, unless the Committee shall provide otherwise Executive fails to prevail at least in an Agreementpart in any such claim or controversy and the Company receives 10 11 a written opinion of independent legal counsel, a Participant shall have the right, whether or not the Award is fully exercisable or may be otherwise realized selected by the ParticipantBoard, by giving notice during the 60-day period from and after a Change in Control to the Companyeffect that such expenses were not incurred by the Executive in good faith. Pending any such determination, to elect to surrender all or part of a stock-based Award to such expenses shall be paid by the Company and to receive cashin advance on a monthly basis, within 30 days of such notice, in upon an amount equal to the amount by which the “Change in Control Price” (as defined in Section 8.3) per share of Common Stock on the date of such election shall exceed the amount which the Participant must pay to exercise the Award per share of Common Stock wider the Award (the “Spread”) multiplied undertaking by the number of shares of Common Stock granted under the Award as Executive to which the right granted under this Section 8.1 shall have been exercised; provided, however, that repay such advanced amounts if the end of Executive fails to prevail in any such 60-day period from claim or controversy and after a Change in Control is within six months of it should thus be determined that the date of grant of the Award held by a Participant (except a Participant who has died during such six-month period) who is an officer or director of the Company (within the meaning of Section 16(b) of the Exchange Act), such Award shall be cancelled in exchange for a payment to the Participant, effective on the day which is six months and one day after the date of grant of such Award, equal to the Spread multiplied expenses were not incurred by the number of shares of Common Stock granted under the Award, plus interest on such amount at the prime rate as reported from time to time Executive in The Wall Street Journal, compounded annually and determined from time to time. With respect to any Participant who is an officer or director of the Company (within the meaning of Section 16(b) of the Exchange Act), the 60-day period shall be extended, if necessary, to include the “window period” of Rule 16b-3 which first commences on or after the date of the (Change in Control and the Committee shall have sole discretion, if necessary, to approve the Participant’s exercise hereunder and the date on which the Spread is calculated may be adjusted, if necessary, to a later date if necessary to avoid liability to such Participant under Section 16(b)good faith.

Impact of Event. Notwithstanding any other provision of the Plan to the contrary, unless otherwise provided in an Agreement, in In the event of a "Change in Control (Control" of the Company, as defined in Section 8.2):6(b), the following provisions shall apply in addition to the other provisions of this Agreement: (ai) Any Stock Options outstanding as If, on or before the second anniversary of the date of such Change in Control and Control, the Executive's employment hereunder in terminated by the Company for any reason other than for Cause, or by the Executive for Good Reason, (A) Section 5(a) shall not then exercisable shall become fully exercisable be applicable to the full extent Executive from and after his Date of Termination, (B) the Executive shall be entitled to receive the amount determined under Section 4(e)(i)(A) in a single lump sum in cash within thirty (30) days of the original grant; (b) The restrictions and deferral limitations applicable to any Award shall lapseExecutive's Date of Termination, and such Award amount shall become free of not be discounted in any way to reflect its present value, (C) any and all restrictions and become fully vested and transferable to the full extent nonvested portion of the original grantOption the Executive then holds which is not exercisable shall vest and be exercisable immediately, and (D) notwithstanding Section 4(e)(B) hereof, at the Company's expense, the Executive shall continue to be a participant in any group health plan (which may be provided by payment of COBRA continuation coverage premiums) maintained by the Company (or the economic equivalent in cash) at the level in effect on the Executive's Date of Termination for a period of eighteen (18) months following his Date of Termination. (cii) Notwithstanding All expenses (including, without limitation, legal fees and expenses) incurred by the Executive in connection with, or in prosecuting or defending, any other provision claim or controversy arising out of or relating to this Agreement shall be paid by the PlanCompany, unless the Committee shall provide otherwise Executive fails to prevail at least in an Agreementpart in any such claim or controversy and the Company receives written opinion of independent legal counsel, a Participant shall have the right, whether or not the Award is fully exercisable or may be otherwise realized selected by the ParticipantBoard, by giving notice during the 60-day period from and after a Change in Control to the Companyeffect that such expenses were not incurred by the Executive in good faith. Pending any such determination, to elect to surrender all or part of a stock-based Award to such expenses shall be paid by the Company and to receive cashin advance on a monthly basis, within 30 days of such notice, in upon an amount equal to the amount by which the “Change in Control Price” (as defined in Section 8.3) per share of Common Stock on the date of such election shall exceed the amount which the Participant must pay to exercise the Award per share of Common Stock wider the Award (the “Spread”) multiplied undertaking by the number of shares of Common Stock granted under the Award as Executive to which the right granted under this Section 8.1 shall have been exercised; provided, however, that repay such advanced amounts if the end of Executive fails to prevail in any such 60-day period from claim or controversy and after a Change in Control is within six months of it should thus be determined that the date of grant of the Award held by a Participant (except a Participant who has died during such six-month period) who is an officer or director of the Company (within the meaning of Section 16(b) of the Exchange Act), such Award shall be cancelled in exchange for a payment to the Participant, effective on the day which is six months and one day after the date of grant of such Award, equal to the Spread multiplied expenses were not incurred by the number of shares of Common Stock granted under the Award, plus interest on such amount at the prime rate as reported from time to time Executive in The Wall Street Journal, compounded annually and determined from time to time. With respect to any Participant who is an officer or director of the Company (within the meaning of Section 16(b) of the Exchange Act), the 60-day period shall be extended, if necessary, to include the “window period” of Rule 16b-3 which first commences on or after the date of the (Change in Control and the Committee shall have sole discretion, if necessary, to approve the Participant’s exercise hereunder and the date on which the Spread is calculated may be adjusted, if necessary, to a later date if necessary to avoid liability to such Participant under Section 16(b)good faith.