Common use of Options; Restricted Stock Clause in Contracts

Options; Restricted Stock. Notwithstanding the terms of any award agreement heretofore or hereafter granted to the Executive under any Award Plan, including, without limitation, the 2007 Plan and the 2010 Plan, or any other agreement granting the Executive Options or Restricted Stock (in each case, an “Award Agreement”), upon a Termination Without Cause or Termination for Good Reason, all Options and Restricted Stock granted to the Executive which do not constitute deferred compensation for Code Section 409A purposes granted to the Executive shall become fully vested on the Termination Date and immediately prior to the time of termination. The Executive shall have the right to exercise any such Options in a manner provided for in the applicable Award Agreement. For purposes of an Award Agreement, a Termination for Good Reason shall constitute an involuntary termination of the Executive’s employment by the Company, and not a voluntary termination by the Executive. In the event of any conflict between the terms of this Section 8(b) and the terms of any Award Agreement granted to the Executive, the terms of this Section 8(b) shall control and govern.