Common use of Acceleration on Change of Control Clause in Contracts

Acceleration on Change of Control. (a) VESTING ACCELERATION. In the event of a "Change of Control", (i) all of the Optionee's rights to purchase stock under all stock option agreements with the Company shall be automatically vested in their entirety on an accelerated basis and be fully exercisable, and (ii) all of the Company's rights to repurchase unvested stock under all restricted stock purchase agreements with the Optionee shall lapse in their entirety on an accelerated basis: (A) as of the date immediately preceding such "Change of Control" in the event any such stock option agreement or restricted stock purchase agreement is or will be terminated or canceled (except by mutual consent) or any successor to the Company fails to assume and agree to perform all such stock option agreements and restricted stock purchase agreements as provided in Section 2(a) hereof at or prior to such time as any such person becomes a successor to the Company; or (B) as of the date immediately preceding such "Change of Control" in the event the Optionee does not or will not receive upon exercise of the Optionee's stock purchase rights under any such stock option agreement or in exchange for the Optionee's restricted stock acquired pursuant to any such restricted stock purchase agreement the same identical securities and/or other consideration as is received by all other shareholders in any merger, consolidation, sale, exchange or similar transaction occurring upon or after such "Change of Control"; or (C) as of the date immediately preceding any "Involuntary Termination" of the Optionee occurring upon or after any such "Change of Control"; or (D) as of the date six (6) months following the first such "Change of Control," provided that the Optionee shall have remained an employee of the Company continuously throughout such six-month period: whichever shall first occur (all quoted terms as defined below).

Acceleration on Change of Control. (a) VESTING ACCELERATION. In the event of a "Change of Control", (i) ," all of the Optionee's rights to purchase stock under all stock option agreements this Agreement with the Company shall be automatically vested in their entirety on an accelerated basis and be fully exercisable, and (ii) all of the Company's rights to repurchase unvested stock under all restricted stock purchase agreements with the Optionee shall lapse in their entirety on an accelerated basis: (A) as of the date immediately preceding such "Change of Control" in the event any such this stock option agreement or restricted stock purchase agreement is or will be terminated or canceled (except by mutual consent) or any successor to the Company fails to assume and agree to perform all such stock option agreements and restricted stock purchase agreements agreement as provided in Section 2(a) hereof at or prior to such time as any such person becomes a successor to the Company; or (B) as of the date immediately preceding such "Change of Control" in the event the Optionee does not or will not receive upon exercise of the Optionee's stock purchase rights under any such stock option agreement or in exchange for the Optionee's restricted stock acquired pursuant to any such restricted stock purchase agreement the same identical securities and/or other consideration as is received by all other shareholders in any merger, consolidation, sale, exchange or similar transaction occurring upon or after such "Change of Control"; or (C) as of the date immediately preceding any "Involuntary Termination" of the Optionee occurring upon or after any such "Change of Control"; or (D) as of the date six [one (61) months year] following the first such "Change of Control," provided that the Optionee shall have remained an employee of the Company continuously throughout such sixone-month year period: , other than a termination as a result of death or disability; whichever shall first occur (all quoted terms as defined below); provided, however, that if it is determined by the Company's independent public accountants that the accelerated vesting and exercisability provided in this Section 12(a) would preclude accounting for the "Change of Control" as a pooling of interests for financial accounting purposes, and it is a condition to the closing of the "Change of Control" that the transaction be accounted for as a pooling of interests, then the vesting and exercisability shall not be accelerated pursuant to this Section 12(a).