Common use of Subsequent Acquisition Make-Whole Option Clause in Contracts

Subsequent Acquisition Make-Whole Option. In addition, provided that Executive is then employed by the Company, in the event that (i) the Company consummates an acquisition transaction in which the holders of SoCal common stock immediately prior to such transaction continue, immediately after such transaction, to control more than 50% of the total outstanding shares of SoCal common stock (or equity securities of the surviving entity if SoCal is not the surviving entity (any such equity securities, “New Equity”)), and (ii) the total number of shares of SoCal common stock (or New Equity) outstanding immediately after the consummation of such acquisition transaction exceeds the total number of shares of SoCal common stock outstanding immediately prior to the consummation of such transaction, as determined in the sole and absolute discretion of the Company (any such excess, the “Transaction Share Increase”), then SoCal (or the surviving entity) shall, on the thirtieth calendar day (or, if not a trading day, the next succeeding trading day) following the consummation of such acquisition, grant to Executive a nonqualified option to purchase a number of shares of SoCal common stock (or New Equity) equal to 3.00% of the Transaction Share Increase (the “Subsequent Acquisition Make-Whole Option” and, together with the Initial Option, the “Options”).

Subsequent Acquisition Make-Whole Option. In addition, provided that Executive is then employed by the Company, in the event that that, no later than eighteen months after the Effective Date, (i) the Company consummates an acquisition transaction in which the holders of SoCal common stock immediately prior to such transaction continue, immediately after such transaction, to control more than 50% of the total outstanding shares of SoCal common stock (or equity securities of the surviving entity if SoCal the Company is not the surviving entity (any such equity securities, “"New Equity”")), and (ii) the total number of shares of SoCal common stock (or New Equity) outstanding immediately after the consummation of such acquisition transaction exceeds the total number of shares of SoCal common stock outstanding immediately prior to the consummation of such transaction, as determined in the sole and absolute discretion of the Company (any such excess, the “"Transaction Share Increase”"), then SoCal the Company (or the surviving entity) shall, on the thirtieth calendar day (or, if not a trading day, the next succeeding trading day) following the consummation of such acquisition, grant to Executive a nonqualified option to purchase a number of shares of SoCal common stock (or New Equity) equal to 3.000.90% of the Transaction Share Increase (the “"Subsequent Acquisition Make-Whole Option” " and, together with the Initial Option and the Spectrum Make-Whole Option, the “"Options”").

Subsequent Acquisition Make-Whole Option. In in addition, provided that Executive is then employed by the Company, in the event that (i) the Company consummates an acquisition transaction in which the holders of SoCal common stock immediately prior to such transaction continue, immediately after such transaction, to control more than 50% of the total outstanding shares of SoCal common stock (or equity securities of the surviving entity if SoCal the Company is not the surviving entity (any such equity securities, “"New Equity”")), and (ii) the total number of shares of SoCal common stock (or New Equity) outstanding immediately after the consummation of such acquisition transaction exceeds the total number of shares of SoCal common stock outstanding immediately prior to the consummation of such transaction, as determined in the sole and absolute discretion of the Company (any such excess, the “"Transaction Share Increase”"), then SoCal the Company (or the surviving entity) shall, on the thirtieth calendar day (or, if not a trading day, the next succeeding trading day) following the consummation of such acquisition, grant to Executive a nonqualified option to purchase a number of shares of SoCal common stock (or New Equity) equal to 3.003.0% of the Transaction Share Increase (the “"Subsequent Acquisition Make-Whole Option” " and, . together with the Initial Option, the “"Options”").

Subsequent Acquisition Make-Whole Option. In addition, provided that Executive is then employed by the Company, in the event that (i) the Company consummates an acquisition transaction (other than the Spectrum Merger) in which the holders of SoCal common stock immediately prior to such transaction continue, immediately after such transaction, to control more than 50% of the total outstanding shares of SoCal common stock (or equity securities of the surviving entity if SoCal the Company is not the surviving entity (any such equity securities, “"New Equity”")), and (ii) the total number of shares of SoCal common stock (or New Equity) outstanding immediately after the consummation of such acquisition transaction exceeds the total number of shares of SoCal common stock outstanding immediately prior to the consummation of such transaction, as determined in the sole and absolute discretion of the Company (any such excess, the “"Transaction Share Increase”"), then SoCal the Company (or the surviving entity) shall, on the thirtieth calendar day (or, if not a trading day, the next succeeding trading day) following the consummation of such acquisition, grant to Executive a nonqualified option to purchase a number of shares of SoCal common stock (or New Equity) equal to 3.002.50% of the Transaction Share Increase (the “"Subsequent Acquisition Make-Whole Option” " and, together with the Initial Option and the Spectrum Make-Whole Option, the “"Options”").