Common use of Acceleration and Early Termination on Change in Control Clause in Contracts

Acceleration and Early Termination on Change in Control. Notwithstanding any schedule established pursuant to subsection b., if the Participant has been in service continuously (as provided in that subsection) with the Company or a Subsidiary from the date of this Agreement until the occurrence of a Change in Control (or if the Participant’s service is terminated by the Company or a Subsidiary other than for Cause or by the Participant for Good Reason [with the term “Good Reason” having the meaning as provided in any written employment arrangements of the Participant with the Company or any of its Subsidiaries] during the 90 day period ending on any Change in Control), all Options that have not yet become exercisable or vested at the date of the first to occur of any Change in Control event will become exercisable and vest simultaneously with that event. The Company will use its best efforts to notify the Participant as promptly as practicable of any Change in Control event of which it obtains knowledge, and notwithstanding any other provision of this Agreement, the calculation of periods related to any Change in Control shall be determined from the later to occur of (i) the date of the Company notice to the Participant of any such event or (ii) the date of the consummation of the event itself. Any Options that have not been exercised by the end of the Change in Control period as specified in Schedule A will terminate at that time, unless otherwise determined by the Board.

Acceleration and Early Termination on Change in Control. Notwithstanding any schedule established pursuant to subsection b., if the Participant has been in service continuously (as provided in that subsection) with the Company or a Subsidiary from the date of this Agreement until the occurrence of a Change in Control (or if the Participant’s 's service is terminated by the Company or a Subsidiary other than for Cause or by the Participant for Good Reason [with the term “"Good Reason” " having the meaning as provided in any written employment arrangements of the Participant with the Company or any of its Subsidiaries] during the 90 day period ending on any Change in Control), all Options that have not yet become exercisable or vested at the date of the first to occur of any Change in Control event will become exercisable and vest simultaneously with that event. The Company will use its best efforts to notify the Participant as promptly as practicable of any Change in Control event of which it obtains knowledge, and notwithstanding any other provision of this Agreement, the calculation of periods related to any Change in Control shall be determined from the later to occur of (i) the date of the Company notice to the Participant of any such event or (ii) the date of the consummation of the event itself. Any Options that have not been exercised by the end of the Change in Control period as specified in Schedule A will terminate at that time, unless otherwise determined by the Board.