Common use of VESTING OF OPTIONS AND OTHER BENEFITS Clause in Contracts

VESTING OF OPTIONS AND OTHER BENEFITS. Whether or not ------------------------------------- Executive terminates his employment pursuant to this Section 5.6, all Options and related stock appreciation rights outstanding at the time of the Change in Control shall vest and become exercisable for all of the underlying shares of CPC common stock immediately prior to the effective date of such Change of Control, and any restrictions or forfeiture provisions applicable to any shares of CPC common stock or stock units awarded to Executive under any plan or arrangement maintained by CPC for his benefit shall lapse immediately upon such effective date. Executive may exercise his Options or related stock appreciation rights at any time until the earlier of (i) the specified -------- expiration date of the option term or (ii) the expiration of the twelve (12)- month period measured from his termination date, and any Options or stock appreciation rights not exercised prior to the applicable expiration date shall lapse.

VESTING OF OPTIONS AND OTHER BENEFITS. Whether or not Xxxxx ------------------------------------- Executive terminates his employment pursuant to this Section 5.6, all Options and related stock appreciation rights outstanding at the time of the Change in Control shall vest and become exercisable for all of the underlying shares of CPC common stock immediately prior to the effective date of such Change of Control, and any restrictions or forfeiture provisions applicable to any shares of CPC common stock or stock units awarded to Executive Xxxxx under any plan or arrangement maintained by CPC for his benefit shall lapse immediately upon such effective date. Executive Xxxxx may exercise his Options or related stock appreciation rights at any time until the earlier of (i) the specified -------- expiration date of the option term or (ii) the ------- expiration of the twelve (12)- month 12)-month period measured from his termination date, and any Options or stock appreciation rights not exercised prior to the applicable expiration date shall lapse.

VESTING OF OPTIONS AND OTHER BENEFITS. Whether or not ------------------------------------- Executive terminates his employment pursuant to this Section 5.6, all All Options and related ------------------------------------- stock appreciation rights outstanding at the time of the Change in Control Xxxxx'x termination of employment under this Section 5.7 shall vest and immediately become exercisable for all of the underlying shares of CPC common stock immediately prior to the effective date of such Change of Controlstock, and any restrictions or forfeiture provisions applicable to any shares of CPC common stock or stock units awarded to Executive Xxxxx under any plan or arrangement maintained by CPC for his benefit shall lapse immediately upon such effective datetermination. Executive Xxxxx may exercise his Options or and related stock appreciation rights at any time until the earlier of ------- (i) the specified -------- expiration date of the option term or (ii) the expiration of the twelve (12)- month 12)-month period measured from his termination date, and any Options or stock appreciation rights not exercised prior to the applicable expiration date shall lapse.

VESTING OF OPTIONS AND OTHER BENEFITS. Whether or not ------------------------------------- Executive terminates his employment pursuant to this Section 5.6, all All Options and related ------------------------------------- stock appreciation rights outstanding at the time of the Change in Control Xxxxx'x termination of employment shall immediately vest and become exercisable for all of the underlying shares of CPC common stock immediately prior to the effective date of such Change of Controlstock, and any restrictions or forfeiture provisions applicable to any shares of CPC common stock or stock units awarded to Executive Xxxxx under any plan or arrangement maintained by CPC for his benefit shall lapse immediately upon such effective datehis termination of employment. Executive Xxxxx may exercise his Options or and all related stock appreciation rights at any time until the earlier ------- of (i) the specified -------- expiration date of the option term or (ii) the expiration of the twelve (12)- month 12)-month period measured from his termination date, and any Options or stock appreciation rights not exercised prior to the applicable expiration date shall lapse.

VESTING OF OPTIONS AND OTHER BENEFITS. Whether or not ------------------------------------- Executive terminates his employment pursuant to this Section 5.6, all All Options and related ------------------------------------- stock appreciation rights outstanding at the time of the Change in Control termination of Xxxxx'x employment under this Section 5.8 shall vest and immediately become exercisable for all of the underlying shares of CPC common stock immediately prior to the effective date of such Change of Controlstock, and any restrictions or forfeiture provisions applicable to any shares of CPC common stock or stock units awarded to Executive Xxxxx under any plan or arrangement maintained by CPC for his benefit shall lapse immediately upon such effective datetermination. Executive Xxxxx may exercise his Options or and related stock appreciation rights at any time until the earlier of ------- (i) the specified -------- expiration date of the option term or (ii) the expiration of the twelve (12)- month 12)-month period measured from his termination date, and any Options or stock appreciation rights not exercised prior to the applicable expiration date shall lapse.

VESTING OF OPTIONS AND OTHER BENEFITS. Whether or not Xxxxx ------------------------------------- Executive terminates his employment pursuant to this Section 5.6in connection with the Hostile Take-Over, all Options and related stock appreciation rights outstanding at the time of the Change in Control such Hostile Take-Over shall vest and become exercisable for all of the underlying shares of CPC common stock immediately prior to the effective date of such Change of ControlHostile Take- Over, and any restrictions or forfeiture provisions applicable to any shares of CPC common stock or stock units awarded to Executive Xxxxx under any plan or arrangement maintained by CPC for his benefit shall lapse immediately upon such effective date. Executive Xxxxx may exercise his Options or and related stock appreciation rights at any time until the earlier of (i) the ------- specified -------- expiration date of the option term or (ii) the expiration of the twelve (12)- month 12)-month period measured from his termination date, and any Options or stock appreciation rights not exercised prior to the applicable expiration date shall lapse.

VESTING OF OPTIONS AND OTHER BENEFITS. Whether or not Xxxxxxx ------------------------------------- Executive terminates his her employment pursuant to this Section 5.6, all Options and related stock appreciation rights outstanding at the time of the Change in Control shall vest and become exercisable for all of the underlying shares of CPC common stock immediately prior to the effective date of such Change of Control, and any restrictions or forfeiture provisions applicable to any shares of CPC common stock or stock units awarded to Executive Xxxxxxx under any plan or arrangement maintained by CPC for his her benefit shall lapse immediately upon such effective date. Executive Xxxxxxx may exercise his her Options or related stock appreciation rights at any time until the earlier of (i) the specified -------- expiration date of the option term or (ii) the expiration of the twelve (12)- month period measured from his her termination date, and any Options or stock appreciation rights not exercised prior to the applicable expiration date shall lapse.

VESTING OF OPTIONS AND OTHER BENEFITS. Whether or not Xxxxx ------------------------------------- Executive terminates his employment pursuant to this Section 5.6, all Options and related stock appreciation rights outstanding at the time of the Change in Control shall vest and become exercisable for all of the underlying shares of CPC common stock immediately prior to the effective date of such Change of Control, and any restrictions or forfeiture provisions applicable to any shares of CPC common stock or stock units awarded to Executive Xxxxx under any plan or arrangement maintained by CPC for his benefit shall lapse immediately upon such effective date. Executive Xxxxx may exercise his Options or related stock appreciation rights at any time until the earlier of (i) the specified -------- expiration date of the -------- option term or (ii) the expiration of the twelve (12)- month 12)-month period measured from his termination date, and any Options or stock appreciation rights not exercised prior to the applicable expiration date shall lapse.