Common use of Accelerated Option Vesting Clause in Contracts

Accelerated Option Vesting. Notwithstanding Section 2 above, the entire Option granted hereunder will vest and become immediately exercisable upon a Change of Ownership of the Company only if the successor entity does not assume the Option or substitute an equivalent right for the Option, or upon Optionee’s Retirement. “Retirement” means severance from employment with the Company or its Subsidiaries for any reason other than a leave of absence, termination for cause, death or disability, at such time as the sum of Optionee’s age and years of service with the Company or its Subsidiaries equals at least 65 or more, provided that Optionee is then at least 55 years of age. The Company will have the sole right to determine whether Optionee’s severance from employment constitutes a Retirement.