Common use of Option Acceleration Upon a Change of Control Clause in Contracts

Option Acceleration Upon a Change of Control. Upon a Change of Control, the vesting and exercisability of each option granted to the Employee by the Company (the "Options") shall be automatically accelerated as to 50% of the unvested shares subject thereto at the time of the Change of Control; provided, however, that if it is determined by the Company's independent public accountants that such acceleration would preclude accounting for the Change of Control as a pooling of interests for financial accounting purposes, and it is a condition to the closing of the Change of Control that the transaction be accounted for as a pooling of interests, then the vesting and exercisability of the Options shall not accelerate pursuant to this Section 5.

Option Acceleration Upon a Change of Control. Upon a Change of Control, the vesting and exercisability of each option granted to the Employee by the Company (the "Options") shall be automatically accelerated as to 50% of the unvested shares subject thereto at the time of the Change of Controlaccelerate in full; provided, however, that if it is determined by the Company's independent public accountants that such acceleration would preclude accounting for the Change of Control as a pooling of interests for financial accounting purposes, and it is a condition to the closing of the Change of Control that the transaction be accounted for as a pooling of interests, then the vesting and exercisability of the Options shall not accelerate pursuant to this Section 54(a).