Common use of Other Alternatives Clause in Contracts

Other Alternatives. Notwithstanding the foregoing, in the event of a Change of Control, the Board may take any of the following actions with respect to the Option: the Board may (i) determine that the Option shall accelerate and become exercisable, in whole or in part, upon the Change of Control or upon such other event as the Board determines, (ii) require that the Optionee surrender the Option in exchange for a payment or payments by the Companies, in cash or Shares of the Companies as determined by the Board, in an amount equal to the amount by which the then Fair Market Value of the Shares subject to the Optionee’s unexercised Option exceeds the exercise price of the Option, if any, or (iii) after giving the Optionee an opportunity to exercise the Option, terminate any unexercised portion of the Option at such time as the Board deems appropriate. Such surrender, termination or settlement shall take place as of the date of the Change of Control or such other date as the Board may specify. The Board shall have no obligation to take any of the foregoing actions, and, in the absence of any such actions, the Option shall continue in effect according to its terms (subject to any assumption pursuant to subparagraph (a)).

Other Alternatives. Notwithstanding the foregoing, in the event of a Change of Control, the Board may take any of the following actions with respect to the Option: the Board may (i) determine that the Option shall accelerate and become exercisable, in whole or in part, upon the Change of Control or upon such other event as the Board determines, (ii) require that the Optionee surrender the Option in exchange for a payment or payments by the Companies, in cash or Shares of the Companies as determined by the Board, in an amount equal to the amount by which the then Fair Market Value of the Shares subject to the Optionee’s unexercised Option exceeds the exercise price of the Option, if any, or (iii) after giving the Optionee an opportunity to exercise the Option, terminate any unexercised portion of the Option at such time as the Board deems appropriate. Such surrender, termination or settlement shall take place as of the date of the Change of Control or such other date as the Board may specify. The Board shall have no obligation to take any of the foregoing actions, and, in the absence of any such actions, the Option shall continue in effect according to its terms (subject to any assumption pursuant to subparagraph (a)).. 1-PH/2169852.3

Other Alternatives. Notwithstanding the foregoing, in the event of a Change of Control, the Board may take any of the following actions with respect to the Option: the Board may (i) determine that the Option shall accelerate and become exercisable, in whole or in part, upon the Change of Control or upon such other event as the Board determines, (ii) require that the Optionee surrender the Option in exchange for a payment or payments by the Companies, in cash or Shares of the Companies as determined by the Board, in an amount equal to the amount by which the then Fair Market Value of the Shares subject to the Optionee’s 's unexercised Option exceeds the exercise price of the Option, if any, or (iii) after giving the Optionee an opportunity to exercise the Option, terminate any unexercised portion of the Option at such time as the Board deems appropriate. Such surrender, termination or settlement shall take place as of the date of the Change of Control or such other date as the Board may specify. The Board shall have no obligation to take any of the foregoing actions, and, in the absence of any such actions, the Option shall continue in effect according to its terms (subject to any assumption pursuant to subparagraph (a)).