Common use of Special Vesting Upon Sale of Company or Change in Control of Company Clause in Contracts

Special Vesting Upon Sale of Company or Change in Control of Company. (i) Notwithstanding Paragraph 2(a), above, if a Sale of the Company, as defined below, occurs and the value per share of Common Stock reflected in the transaction giving rise to the Sale of the Company equals or exceeds $10 per share (with any non-cash consideration valued at fair market value), then from and after the occurrence of such Sale of the Company, the restrictions comprising both the Vesting Service Date and Vesting Price Date components of the Restricted Period shall be deemed to be satisfied with respect to all Shares underlying the Grant. Unless otherwise agreed to in writing by the Grantee and the Company prior to the event, a “Sale of the Company” means the occurrence of both (A) approval or recommendation by the Board of Directors of the Company (the “Board”) of a transaction that the Board determines is designed to result, directly or indirectly, in the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50 percent of the then outstanding Common Stock of the Company and (B) closing of such transaction, regardless of the percentage of Common Stock actually sold in the transaction. For purposes of determining whether a Sale of the Company has occurred, any outstanding stock of the Company to be exchanged in the transaction for stock of an acquiring or surviving entity shall be treated as being acquired in the transaction by such individual, entity or group. (ii) Notwithstanding Paragraph 2(a), above, if a Change in Control of the Company, as defined below, occurs, then from and after the occurrence of such Change in Control, the restrictions comprising both the Vesting Service Date and Vesting Price Date components of the Restricted Period shall be deemed to be satisfied with respect to all Shares underlying the Grant. Unless otherwise agreed to in writing by the Grantee and the Company prior to the applicable event, a “Change in Control” shall mean: A. the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) directly or indirectly (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of either the then outstanding stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors of the Company; or B. the consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case unless immediately following such Business Combination, persons and entities who were the beneficial owners of at least 50% of the outstanding stock of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, at least 50% of the combined voting power entitled to vote generally in the election of directors of the corporation resulting from such Business Combination.