Common use of Alternative Options Clause in Contracts

Alternative Options. Notwithstanding Sections 7(a) and 7(b), no cancellation, termination, acceleration of exercisability or vesting or settlement or other payment shall occur with respect to any Option if the Committee (as constituted immediately prior to the consummation of the transaction constituting the Change in Control) reasonably determines, in good faith, prior to the Change in Control that the Options shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted Option being hereinafter referred to as an “Alternative Option”) by the Employee’s new employer, provided that any Alternative Options must: (i) be based on stock which is traded on an established securities market, or which will be so traded within 60 days of the Change in Control; (ii) provide the Grantee with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under the terms of the Options immediately prior to the consummation of the transaction constituting the Change in Control, including, but not limited to, an identical or better exercise and vesting schedule and identical or better timing and methods of exercise or payment; (iii) have substantially equivalent economic value to the Options (determined at the time of the Change in Control); and (iv) have terms and conditions which provide that in the event that the Employee’s employment is involuntarily terminated or constructively terminated, any conditions on the Grantee’s rights under, or any restrictions on transfer or exercisability applicable to, each such Alternative Option shall be waived or shall lapse, as the case may be.

Alternative Options. Notwithstanding Sections Paragraph 7(a) and 7(b), no cancellation, termination, ___________________ acceleration of exercisability or vesting or settlement or other payment shall occur with respect to any Option if the Committee Board (as constituted immediately prior to or the consummation of the transaction constituting the Change in Controlappropriate committee thereof) reasonably determines, determines in good faith, prior to the occurrence of a Change in Control Control, that the Options such Option shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted Option being hereinafter referred to as an “"Alternative Option”") by the Employee’s new employersuccessor in interest to the Company, provided that any such Alternative Options Option must:: ________ ____ (i) be based on stock which is traded on an established securities market, or which will be so traded within 60 days of the Change in Control; (ii) provide the Grantee Executive with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under the terms of the Options immediately prior to the consummation of the transaction constituting the Change in ControlOption, including, but not limited to, an identical or better exercise and vesting schedule and identical or better timing and methods of exercise or payment; (iiiii) have substantially equivalent economic value to the Options such Option (determined at the time of the Change in Control); and (iviii) have terms and conditions which provide that that, in the event that the Employee’s Executive's employment is involuntarily terminated by the Company for any reason or constructively terminatedis terminated by Executive pursuant to a Termination for Good Reason within two years following a Change in Control, (A) any conditions _ on the Grantee’s Executive's rights under, or any restrictions on transfer or exercisability applicable to, each such Alternative Option shall be waived or shall lapse, as the case may bebe and (B) the Alternative Option shall remain _ exercisable until the second anniversary of the Change in Control or, if longer, for the period during which such Alternative Option would otherwise be exercisable in accordance with its terms or the provisions of the plan under which it is granted that permit the longest post-termination exercise period for involuntary terminations (other than due to death, disability or retirement).

Alternative Options. Notwithstanding Sections Paragraph 7(a) and 7(b), no cancellation, termination, acceleration of exercisability or vesting or settlement or other payment shall occur with respect to any Option if the Committee Board (as constituted immediately prior to or the consummation of the transaction constituting the Change in Controlappropriate committee thereof) reasonably determines, determines in good faith, prior to the occurrence of a Change in Control Control, that the Options such Option shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted Option being hereinafter referred to as an “"Alternative Option”") by the Employee’s new employersuccessor in interest to the Company, provided that any such Alternative Options Option must: (i) be based on stock which is traded on an established securities market, or which will be so traded within 60 days of the Change in Control; (ii) provide the Grantee Executive with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under the terms of the Options immediately prior to the consummation of the transaction constituting the Change in ControlOption, including, but not limited to, an identical or better exercise and vesting schedule and identical or better timing and methods of exercise or payment; (iiiii) have substantially equivalent economic value to the Options such Option (determined at the time of the Change in Control); and (iviii) have terms and conditions which provide that that, in the event that the Employee’s Executive's employment is involuntarily terminated by the Company for any reason or constructively terminatedis terminated by Executive pursuant to a Termination for Good Reason within two years following a Change in Control, (A) any conditions on the Grantee’s Executive's rights under, or any restrictions on transfer or exercisability applicable to, each such Alternative Option shall be waived or shall lapse, as the case may be.be and (B) the Alternative Option shall remain exercisable until the second anniversary of the Change in

Alternative Options. Notwithstanding Sections Paragraph 7(a) and 7(b), no cancellation, termination, ___________________ acceleration of exercisability or vesting or settlement or other payment shall occur with respect to any Option if the Committee Board (as constituted immediately prior to or the consummation of the transaction constituting the Change in Controlappropriate committee thereof) reasonably determines, determines in good faith, prior to the occurrence of a Change in Control Control, that the Options such Option shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted Option being hereinafter referred to as an “"Alternative Option”") by the Employee’s new employersuccessor in interest to the Company, provided that any such Alternative Options Option must:: ________ ____ (i) be based on stock which is traded on an established securities market, or which will be so traded within 60 days of the Change in Control; (ii) provide the Grantee Executive with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under the terms of the Options immediately prior to the consummation of the transaction constituting the Change in ControlOption, including, but not limited to, an identical or better exercise and vesting schedule and identical or better timing and methods of exercise or payment; (iiiii) have substantially equivalent economic value to the Options such Option (determined at the time of the Change in Control); and (iviii) have terms and conditions which provide that that, in the event that the Employee’s Executive's employment is involuntarily terminated by the Company for any reason or constructively terminatedis terminated by Executive pursuant to a Termination for Good Reason within two years following a Change in Control, (A) any _ conditions on the Grantee’s Executive's rights under, or any restrictions on transfer or exercisability applicable to, each such Alternative Option shall be waived or shall lapse, as the case may bebe and (B) the Alternative _ Option shall remain exercisable until the second anniversary of the Change in Control or, if longer, for the period during which such Alternative Option would otherwise be exercisable in accordance with its terms or the provisions of the plan under which it is granted that permit the longest post-termination exercise period for involuntary terminations (other than due to death, disability or retirement).

Alternative Options. Notwithstanding Sections ___________________ Paragraph 7(a) and 7(b), no cancellation, termination, acceleration of exercisability or vesting or settlement or other payment shall occur with respect to any Option if the Committee Board (as constituted immediately prior to or the consummation of the transaction constituting the Change in Controlappropriate committee thereof) reasonably determines, determines in good faith, prior to the occurrence of a Change in Control Control, that the Options such Option shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted Option being hereinafter referred to as an “"Alternative Option”") by the Employee’s new employersuccessor in interest to the Company, provided that any such Alternative Options Option must:: ________ ____ (i) be based on stock which is traded on an established securities market, or which will be so traded within 60 days of the Change in Control; (ii) provide the Grantee Executive with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under the terms of the Options immediately prior to the consummation of the transaction constituting the Change in ControlOption, including, but not limited to, an identical or better exercise and vesting schedule and identical or better timing and methods of exercise or payment; (iiiii) have substantially equivalent economic value to the Options such Option (determined at the time of the Change in Control); and (iviii) have terms and conditions which provide that that, in the event that the Employee’s Executive's employment is involuntarily terminated by the Company for any reason or constructively terminatedis terminated by Executive pursuant to a Termination for Good Reason within two years following a change in Control, (A) any conditions _ on the Grantee’s Executive's rights under, or any restrictions on transfer or exercisability applicable to, each such Alternative Option shall be waived or shall lapse, as the case may bebe and (B) the Alternative Option shall _ remain exercisable until the second anniversary of the Change in Control or, if longer, for the period during which such Alternative Option would otherwise be exercisable in accordance with its terms or the provisions of the plan under which it is granted that permit the longest post-termination exercise period for involuntary terminations (other than due to death, disability or retirement).

Alternative Options. Notwithstanding Sections 7(a) and 7(b), no cancellation, termination, acceleration of exercisability or vesting or settlement or other payment shall occur with respect to any Option if the Committee (as constituted immediately prior to the consummation of the transaction constituting the Change in Control) reasonably determines, in good faith, prior to the Change in Control that the Options shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted Option being hereinafter referred to as an “Alternative Option”) by the EmployeeGrantee’s new employer, provided that any Alternative Options must: (i) be based on stock which is traded on an established securities market, or which will be so traded within 60 days of the Change in Control; (ii) provide the Grantee with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under the terms of the Options immediately prior to the consummation of the transaction constituting the Change in Control, including, but not limited to, an identical or better exercise and vesting schedule and identical or better timing and methods of exercise or payment; (iii) have substantially equivalent economic value to the Options (determined at the time of the Change in Control); and (iv) have terms and conditions which provide that in the event that the EmployeeGrantee’s employment is involuntarily terminated or constructively terminated, any conditions on the Grantee’s rights under, or any restrictions on transfer or exercisability applicable to, each such Alternative Option shall be waived or shall lapse, as the case may be.