Common use of SPECIAL ACCELERATION Clause in Contracts

SPECIAL ACCELERATION. To the extent the Option is assumed in connection with a Change in Control or otherwise continued in effect or replaced with a substitute option, the Option (or such substitute option) shall not accelerate to any extent upon the occurrence of that Change in Control, and the Option (or such substitute option) shall accordingly continue, over Optionee’s period of Service after the Change in Control, to become exercisable for the Option Shares in one or more installments in accordance with the provisions of the Option Agreement. However, upon termination of Optionee’s status as an Employee of the Corporation for any reason other than for Misconduct as such term is defined in Optionee’s offer letter dated September 17, 2003 (the “Offer Letter”) or upon Optionee’s Constructive Termination (as defined in the Offer Letter) within twelve (12) months following such a Change in Control, then fifty percent (50%) of the unvested shares under such Option (or such substitute option), shall automatically accelerate and such Option (or substitute option) may be exercised for any or all of those accelerated Option Shares (or other securities) as fully-vested shares, together with any other Option Shares (or other securities) for which the Option has already become vested and exercisable in accordance with the normal Vesting Schedule.

SPECIAL ACCELERATION. To the extent the Option is assumed in connection with a Change in Control or otherwise continued in effect or replaced with a substitute option, the Option (or such substitute option) shall not accelerate to any extent upon the occurrence of that Change in Control, and the Option (or such substitute option) shall accordingly continue, over Optionee’s period of Service after the Change in Control, to become exercisable for the Option Shares in one or more installments in accordance with the provisions of the Option Agreement. However, upon termination of Optionee’s status as an Employee of the Corporation for any reason other than for Misconduct as such term is defined in Optionee’s offer letter dated September 17August 7, 2003 2002 (the “Offer Letter”) or upon Optionee’s Constructive Termination (as defined in the Offer Letter) within twelve (12) months following such a Change in Control, then fifty one hundred percent (50100%) of the unvested shares under such Option (or such substitute option), shall automatically accelerate and such Option (or substitute option) may be exercised for any or all of those accelerated Option Shares (or other securities) as fully-vested shares, together with any other Option Shares (or other securities) for which the Option has already become vested and exercisable in accordance with the normal Vesting Schedule.

SPECIAL ACCELERATION. To the extent the Option is assumed in connection with a Change in Control or otherwise continued in effect or replaced with a substitute option, the Option (or such substitute option) shall not accelerate to any extent upon the occurrence of that Change in Control, and the Option (or such substitute option) shall accordingly continue, over Optionee’s period of Service after the Change in Control, to become exercisable for the Option Shares in one or more installments in accordance with the provisions of the Option Agreement. However, upon termination of Optionee’s status as an Employee of the Corporation for any reason other than for Misconduct [Misconduct/Cause] as such term is defined in Optionee’s offer letter dated September 17, 2003 [ ] (the “Offer Letter”) or upon Optionee’s [Involuntary Termination/Constructive Termination Termination] (as such term is defined in the Offer Letter) within twelve (12) months following such a Change in Control, then fifty percent (50%) of the unvested shares under such Option (or such substitute option), to the extent outstanding at the time but not otherwise fully exercisable, shall automatically accelerate so that the Optionee shall be credited with an additional twelve (12) months of Service for purposes of the Vesting Schedule and such Option (or substitute option) may be exercised for any or all of those accelerated Option Shares (or other securities) as fully-vested shares, together with any other Option Shares (or other securities) for which the Option has already become vested and exercisable in accordance with the normal Vesting Schedule.

SPECIAL ACCELERATION. To the extent the Option is assumed in connection with a Change in Control or otherwise continued in effect or replaced with a substitute option, the Option (or such substitute option) shall not accelerate to any extent upon the occurrence of that Change in Control, and the Option (or such substitute option) shall accordingly continue, over Optionee’s period of Service after the Change in Control, to become exercisable for the Option Shares in one or more installments in accordance with the provisions of the Option Agreement. However, upon termination of Optionee’s status as an Employee of the Corporation for any reason other than for Misconduct [Misconduct/Cause] as such term is defined in Optionee’s offer letter dated September 17, 2003 [ ] (the “Offer Letter”) or upon Optionee’s [Involuntary Termination/Constructive Termination Termination] (as defined in the Offer Letter) within twelve (12) months following such a Change in Control, then fifty percent (50%) of the unvested shares under such Option (or such substitute option), shall automatically accelerate and such Option (or substitute option) may be exercised for any or all of those accelerated Option Shares (or other securities) as fully-vested shares, together with any other Option Shares (or other securities) for which the Option has already become vested and exercisable in accordance with the normal Vesting Schedule.

SPECIAL ACCELERATION. To the extent the Option is assumed in connection with a Change in Control or otherwise continued in effect or replaced with a substitute option, the Option (or such substitute option) shall not accelerate to any extent upon the occurrence of that Change in Control, and the Option (or such substitute option) shall accordingly continue, over Optionee’s period of Service after the Change in Control, to become exercisable for the Option Shares in one or more installments in accordance with the provisions of the Option Agreement. However, upon termination of Optionee’s status as an Employee of the Corporation for any reason other than for Misconduct as such term is defined in Optionee’s offer letter dated September 17October 2, 2003 (the “Offer Letter”) or upon Optionee’s Constructive Termination (as defined in the Offer Letter) within twelve (12) months following such a Change in Control, then fifty one hundred percent (50100%) of the unvested shares under such Option (or such substitute option), shall automatically accelerate and such Option (or substitute option) may be exercised for any or all of those accelerated Option Shares (or other securities) as fully-vested shares, together with any other Option Shares (or other securities) for which the Option has already become vested and exercisable in accordance with the normal Vesting Schedule.

SPECIAL ACCELERATION. To the extent the Option is assumed in connection with a Change in Control or otherwise continued in effect or replaced with a substitute option, the Option (or such substitute option) shall not accelerate to any extent upon the occurrence of that Change in Control, and the Option (or such substitute option) shall accordingly continue, over Optionee’s period of Service after the Change in Control, to become exercisable for the Option Shares in one or more installments in accordance with the provisions of the Option Agreement. However, upon termination of Optionee’s status as an Employee of the Corporation for any reason other than for Misconduct [Misconduct/Cause] as such term is defined in Optionee’s offer letter dated September 17, 2003 [ ] (the “Offer Letter”) or upon Optionee’s [Involuntary Termination/Constructive Termination Termination] (as defined in the Offer Letter) within twelve (12) months following such a Change in Control, then fifty one hundred percent (50100%) of the unvested shares under such Option (or such substitute option), shall automatically accelerate and such Option (or substitute option) may be exercised for any or all of those accelerated Option Shares (or other securities) as fully-vested shares, together with any other Option Shares (or other securities) for which the Option has already become vested and exercisable in accordance with the normal Vesting Schedule.