Common use of Special Acceleration of Option Clause in Contracts

Special Acceleration of Option. (a) This option, to the extent outstanding at the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Corporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Corporate Transaction, either to be assumed by the successor company (or parent thereof) or to be replaced with a comparable option to purchase shares of the capital stock of the successor company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor company which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the option exercise/vesting schedule set forth in the Grant Notice. The determination of option comparability under clause (i) shall be made by the Plan Administrator, acting reasonably and consistent with normal commercial practices, and such determination shall be final, binding and conclusive. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor company (or parent thereof) in connection with the Corporate Transaction.

Special Acceleration of Option. (a) In the event of a Corporate Transaction, this Option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for this Option, the Optionee shall fully vest in and have the right to exercise this Option as to all of the Optioned Shares, including Optioned Shares for which this Option is not otherwise exercisable. If an Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a Corporate Transaction, the Administrator shall notify the Optionee in writing or electronically that this Option shall be fully vested and exercisable for a period of fifteen (15) days from the date of such notice, and this Option shall terminate upon the expiration of such period. (b) This optionOption, to the extent outstanding at the time of a Corporate Transaction but not otherwise fully exercisableit is assumed pursuant to this Paragraph 3(a), shall automatically accelerate so that this option shallbe appropriately adjusted, immediately prior to the effective date of after the Corporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and apply to the extent: (i) number and class of securities which would have been issuable to the Optionee in consummation of such Corporate Transaction had this option is, in connection with the Option been exercised immediately prior to such Corporate Transaction. Appropriate adjustments to reflect such transaction shall also be made to the Exercise Price under each outstanding Option, either to be assumed by the successor company (or parent thereof) or to be replaced with a comparable option to purchase shares of the capital stock of the successor company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor company which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over provided the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with securities shall remain the option exercise/vesting schedule set forth in the Grant Notice. The determination of option comparability under clause (i) shall be made by the Plan Administrator, acting reasonably and consistent with normal commercial practices, and such determination shall be final, binding and conclusivesame. (bc) Immediately following This Option Agreement shall not in any way affect the Corporate Transactionright of the Company to adjust, this option shall terminate and cease reclassify, reorganize or otherwise change its capital or business structure or to be outstandingmerge, except to the extent assumed by the successor company (consolidate, dissolve, liquidate or parent thereof) in connection with the Corporate Transactionsell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) This option, to the extent outstanding at the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the such Corporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stockoption. No such acceleration of this option, however, The Corporation shall occur if and notify Optionee in writing at least five (5) business days prior to the extent: (i) this option is, in connection with the effective date of such Corporate Transaction, either to be assumed by the successor company (or parent thereof) or to be replaced with a comparable option to purchase shares of the capital stock of the successor company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor company which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the option exercise/vesting schedule set forth in the Grant Notice. The determination of option comparability under clause (i) shall be made by the Plan Administrator, acting reasonably and consistent with normal commercial practices, and such determination shall be final, binding and conclusive. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor company corporation (or parent thereof) in connection with the Corporate Transaction. (c) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Corporate Transaction, the successor corporation may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Corporate Transaction. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) This optionUpon the occurrence of a Corporate Transaction, the exercisability of this option shall, to the extent it is at such time outstanding at the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this such option shall, immediately prior to the specified effective date of for the Corporate Transaction, become fully exercisable for all of the Option Shares at the time subject to this option and may be exercised for all or any or all portion of those Option Shares as fully-vested shares of Common Stocksuch shares. No such acceleration of this This option, howeverto the extent not previously exercised, shall occur if and to terminate upon the extent: (i) this option is, in connection with the Corporate Transaction, either to be assumed by the successor company (or parent thereof) or to be replaced with a comparable option to purchase shares of the capital stock of the successor company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor company which preserves the spread existing on the unvested Option Shares at the time consummation of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the option exercise/vesting schedule set forth in the Grant Notice. The determination of option comparability under clause (i) shall be made by the Plan Administrator, acting reasonably and consistent with normal commercial practices, and such determination shall be final, binding and conclusive. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, outstanding except to the extent assumed by the successor company (corporation or parent thereof) its parent. If one or more options, warrants or other rights to acquire equity securities of the Corporation or if any shares of Preferred Stock or other convertible securities of the Corporation are assumed in connection with the Corporate Transaction, then this option shall not terminate upon the consummation of the Corporate Transaction, but shall be assumed by the successor corporation or its parent. In the event of a Corporate Transaction, the Corporation shall provide Optionee with at least twenty (20) days advance written notice of the occurrence of a Corporate Transaction describing the same in reasonable detail and specifying whether or not the option will be assumed. (b) In the event that Xxxx Xxxxx should cease to provide Services to the Corporation for any reason, then the exercisability of this option shall, to the extent it is at such time outstanding but not otherwise fully exercisable, automatically accelerate so that such option shall, on Gross's last day of providing Services to the Corporation, become fully exercisable for all of the Option Shares and may be exercised thereafter during the term hereof, for all or any portion of such shares. (c) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise make changes in its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Special Acceleration of Option. (a) In the event of a Corporate Transaction, this Option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for this Option, the Optionee shall fully vest in and have the right to exercise this Option as to all of the Optioned Shares, including Optioned Shares for which this Option is not otherwise exercisable. If an Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Administrator shall notify the Optionee in writing or electronically that this Option shall be fully vested and exercisable for a period of fifteen (15) days from the date of such notice, and this Option shall terminate upon the expiration of such period. (b) This optionOption, to the extent outstanding at the time of a Corporate Transaction but not otherwise fully exercisableit is assumed pursuant to this Paragraph 3(a), shall automatically accelerate so that this option shallbe appropriately adjusted, immediately prior to the effective date of after the Corporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however, shall occur if and apply to the extent: (i) number and class of securities which would have been issuable to the Optionee in consummation of such Corporate Transaction had this option is, in connection with the Option been exercised immediately prior to such Corporate Transaction. Appropriate adjustments to reflect such transaction shall also be made to the Exercise Price under each outstanding Option, either to be assumed by the successor company (or parent thereof) or to be replaced with a comparable option to purchase shares of the capital stock of the successor company (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor company which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over provided the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with securities shall remain the option exercise/vesting schedule set forth in the Grant Notice. The determination of option comparability under clause (i) shall be made by the Plan Administrator, acting reasonably and consistent with normal commercial practices, and such determination shall be final, binding and conclusivesame. (bc) Immediately following This Option Agreement shall not in any way affect the Corporate Transactionright of the Company to adjust, this option shall terminate and cease reclassify, reorganize or otherwise change its capital or business structure or to be outstandingmerge, except to the extent assumed by the successor company (consolidate, dissolve, liquidate or parent thereof) in connection with the Corporate Transactionsell or transfer all or any part of its business or assets.