Common use of Acceleration Upon Sale Clause in Contracts

Acceleration Upon Sale. Notwithstanding any provision to the contrary in this SECTION 4.1(b), but subject to the other restrictions in the Plan and this Agreement, in the event of a Sale (as defined below) prior to December 31, 2003, the TARSAP Options shall become vested and immediately exercisable to the extent set forth below. On and after publication of a written determination by the Board or a committee thereof which is authorized to do so that the Company has met at least eighty seven and one-half percent (87.5 %) of its Performance Goals for the last twelve (12) full months and at least ninety percent (90%) of its cumulative Performance Goals for the completed fiscal years (if any) and the Interim Period (as defined below) (based on months elapsed), the Board or such committee shall treat the percentage of cumulative Performance Goals achieved through the completed fiscal years (if any) and Interim Period as the percentage of Five Year Performance Goals achieved and on that basis shall determine the Additional Exercise Rights with respect to all 200,000 TARSAP Options as to which Optionee had not otherwise acquired the vested right to exercise consistent with the method set forth in the second sentence of SECTION 4.1(b)(ii) above. The percentage of Five Year Performance Goals for such period shall be computed by dividing (i) the sum of EBITDA achieved for the completed fiscal years (if any) and the Interim Period by (ii) the annual Performance Goals for the completed fiscal years (if any) and the monthly Performance Goals for the Interim Period. For purposes hereof, the term "INTERIM PERIOD" shall mean the period beginning on the first day of the then current fiscal year and ending on the last full month of that uncompleted fiscal year.

Acceleration Upon Sale. Notwithstanding any provision to the contrary in this SECTION Section 4.1(b), but subject to the other restrictions in the Plan and this Agreement, in the event of a Sale (as defined below) prior to December 31, 2003, the TARSAP Options shall become vested and immediately exercisable to the extent set forth below. On and after publication of a written determination by the Board or a committee thereof which is authorized to do so that the Company has met at least eighty seven and one-half percent (87.5 %) of its Performance Goals for the last twelve (12) full months and at least ninety percent (90%) of its cumulative Performance Goals for the completed fiscal years (if any) and the Interim Period (as defined below) (based on months elapsed), the Board or such committee shall treat the percentage of cumulative Performance Goals achieved through the completed fiscal years (if any) and Interim Period as the percentage of Five Year Performance Goals achieved and on that basis shall determine the Additional Exercise Rights with respect to all 200,000 TARSAP Options as to which Optionee had not otherwise acquired the vested right to exercise consistent with the method set forth in the second sentence of SECTION Section 4.1(b)(ii) above. The percentage of Five Year Performance Goals for such period shall be computed by dividing (i) the sum of EBITDA achieved for the completed fiscal years (if any) and the Interim Period by (ii) the annual Performance Goals for the completed fiscal years (if any) and the monthly Performance Goals for the Interim Period. For purposes hereof, the term "INTERIM PERIODInterim Period" shall mean the period beginning on the first day of the then current fiscal year and ending on the last full month of that uncompleted fiscal year.

Acceleration Upon Sale. Notwithstanding any provision to the contrary in this SECTION 4.1(b), but subject to the other restrictions in the Plan and this Agreement, in the event of a Sale (as defined below) prior to December 31, 2003______________, the TARSAP Options shall become vested and immediately exercisable to the extent set forth below. On and after publication of a written determination by the Board or a committee thereof which is authorized to do so that the Company has met at least eighty seven and one-half _______ percent (87.5 %) - 3 - of its Bank Plan Performance Goals for the last twelve (12) full months and at least ninety ________________ percent (90%) of its cumulative Bank Plan Performance Goals for the completed fiscal years (if any) and the Interim Period (as defined below) (based on months elapsed), the Board or such committee shall treat the percentage of cumulative Performance Goals achieved through the completed fiscal years (if any) and Interim Period as the percentage of Five Year Performance Goals achieved and on that basis shall determine the Additional Exercise Rights with respect to all 200,000 TARSAP Options as to which Optionee had not otherwise acquired the vested right to exercise consistent with the method set forth in the second sentence of SECTION 4.1(b)(ii) above. The percentage of Five Year Performance Goals for such period shall be computed by dividing (i) above beginning with the sum of EBITDA achieved for the completed fiscal years (if any) and the Interim Period by (ii) the annual Performance Goals for the completed fiscal years (if any) and the monthly Performance Goals for the Interim Periodfourth sentence thereof. For purposes hereof, the term "INTERIM PERIOD" shall mean the period beginning on the first day of the then current fiscal year and ending on the last full month of that uncompleted fiscal year.. For purposes hereof, the term "SALE" shall mean:

Acceleration Upon Sale. Notwithstanding any provision to the contrary in this SECTION Section 4.1(b), but subject to the other restrictions in the Plan and this Agreement, in the event of a Sale (as defined below) prior to December 31, 2003, the TARSAP Options shall become vested and immediately exercisable to the extent set forth below. On and after publication of a written determination by the Board or a committee thereof which is authorized to do so that the Company has met at least eighty seven and one-half percent (87.5 87.5%) of its Performance Goals for the last twelve (12) full months and at least ninety percent (90%) of its cumulative Performance Goals for the completed fiscal years (if any) and the Interim Period (as defined below) (based on months elapsed), the Board or such committee shall treat the percentage of cumulative Performance Goals achieved through the completed fiscal years (if any) and Interim Period as the percentage of Five Year Performance Goals achieved and on that basis shall determine the Additional Exercise Rights with respect to all 200,000 800,000 TARSAP Options as to which Optionee had not otherwise acquired the vested right to exercise consistent with the method set forth in the second sentence of SECTION Section 4.1(b)(ii) above. The percentage of Five Year Performance Goals for such period shall be computed by dividing (i) the sum of EBITDA achieved for the completed fiscal years (if any) and the Interim Period by (ii) the annual Performance Goals for the completed fiscal years (if any) and the monthly Performance Goals for the Interim Period. For purposes hereof, the term "INTERIM PERIODInterim Period" shall mean the period beginning on the first day of the then current fiscal year and ending on the last full month of that uncompleted fiscal year.