Vesting and Cancellation Clause Samples

Vesting and Cancellation. Notwithstanding Section 6(a), if the Committee, in its discretion, determines that the Employee will not receive an Alternative Award, all of Employee’s outstanding unvested Non-Statutory Stock Options shall vest, and all outstanding Non-Statutory Stock Options shall remain exercisable only for 30 days following the Change in Control, at which time they shall expire, unless the Committee, in its discretion, determines to cancel the Non-Statutory Options in exchange for payment to Employee of the excess of the Fair Market Value of the Stock subject to the Options over the exercise price of the Options, as set forth in Section 13(b) of the Plan (or otherwise take action with respect to the Options as set forth in Section 13(b) of the Plan).

Vesting and Cancellation. In the event of a Change in Control, all then-outstanding unvested Options shall automatically vest in full such that all Options outstanding under this Agreement shall, immediately prior to the effective date of the Change in Control, be fully vested and exercisable. Except as otherwise provided in Section 6(b) and Section 6(c), upon the Change in Control, all Options then outstanding under this Agreement shall be canceled in exchange for a payment having a value equal to the excess, if any, of (i) the product of the Change in Control Price multiplied by the aggregate number of shares covered by all such Options immediately prior to the Change in Control over (ii) the aggregate Option Price for all such shares, to be paid as soon as reasonably practicable, but in no event later than 30 days following the Change in Control.

Vesting and Cancellation. Except as otherwise provided in this Section 6, in the event of a Change in Control, all then-outstanding Service Options and Performance Options (whether vested or unvested) shall be canceled in exchange for a payment having a value equal to the excess, if any, of (i) the product of the Change in Control Price multiplied by the aggregate number of shares covered by all such Service Options and the then-vested Performance Options immediately prior to the Change in Control over (ii) the aggregate Option Price for all such shares, to be paid as soon as reasonably practicable, but in no event later than 30 days following the Change in Control.

Vesting and Cancellation. (i) Except as otherwise provided in this Section 6, in the event of a Change in Control, all then-outstanding Service Options (whether vested or unvested), all Performance Options that have vested prior to the Change in Control and all Performance Options that vest in connection with the Change in Control pursuant to Section 6(a)(ii), shall be canceled in exchange for a payment having a value equal to the excess, if any, of (x) the product of the Change in Control Price multiplied by the aggregate number of shares covered by all such Options immediately prior to the Change in Control over (y) the aggregate Option Price for all such shares, to be paid as soon as reasonably practicable, but in no event later than 30 days following the Change in Control (or, if applicable, on such later dates in conformity with the payment of the proceeds payable to the holders of Common Stock (to the extent permitted under Section 409A of the Code)). Performance Options that have not vested prior to the Change in Control or that do not vest in connection with the Change in Control pursuant to Section 6(a)(ii) shall be forfeited immediately prior to the Change in Control without payment of consideration therefor.

Vesting and Cancellation. The RSUs and Options shall initially be unvested and, subject to Employee’s continued employment hereunder, shall vest, subject to Employee’s continued employment, in equal annual installments of 20% each beginning on September 2, 2012 and continuing for the next four anniversaries thereof (each such date, a “Vesting Date”).

Vesting and Cancellation. The Options shall initially be unvested and, subject to Employee’s continued employment hereunder, shall generally vest in equal annual installments of 20% each beginning on September 2, 2012 and continuing for the next four anniversaries thereof (each such date, a “Vesting Date”).

Vesting and Cancellation. The RSUs and Options shall initially be unvested and, subject to Employee’s continued employment hereunder, shall vest as follows: (i) 70,000 RSUs (“Time-Based RSUs”) and all the Options shall vest, solely based on Employee’s continued employment, in equal annual installments of 20% each beginning on September 2, 2012 and continuing for the next four anniversaries thereof and (ii) 17,500 RSUs (“Performance-Based RSUs”) shall vest, subject to Employee’s achievement of performance goals as determined by the Compensation Committee, in equal annual installments of 20% each beginning on September 2, 2012 and continuing for the next four anniversaries thereof. The performance goals applicable to the Performance-Based RSUs shall be based on one or more of the 2011 Plan Performance Criteria.

Vesting and Cancellation. Achievement of the following performance goal will result in cliff vesting of the PSUs, adjusted as set forth below, on the date following the Performance Period on which the Committee meets and determines if and to what extent the performance goals set forth below have been achieved (the “Vesting Date”). Except as set forth in Annex A, unvested PSUs shall be cancelled upon the Recipient’s Termination of Service prior to the Vesting Date.

Vesting and Cancellation. In the event of a Change in Control, all then-outstanding Options (whether vested or unvested) shall be canceled in exchange for a payment having a value equal to the excess, if any, of (i) the product of the Change in Control Price multiplied by the aggregate number of shares covered by all such Options immediately prior to the Change in Control over (ii) the aggregate Option Price for all such shares, to be paid as soon as reasonably practicable, but in no event later than 30 days following the Change in Control (or, if applicable, on such later dates in conformity with the payment of the proceeds payable to the holders of Common Stock (to the extent permitted under Section 409A of the Code)).