Common use of Assumption, Continuation or Substitution Clause in Contracts

Assumption, Continuation or Substitution. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for the Acquiror’s capital stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each Share subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether shares, cash, other securities or property or a combination thereof) to which a holder of a Share on the effective date of the Change in Control was entitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration is not solely common shares of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option, for each Share subject to the Option, to consist solely of common shares of the Acquiror equal in Fair Market Value to the per Share consideration received by holders of Shares pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control.

Assumption, Continuation or Substitution. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participantany Optionee, either assume or continue in full force and effect the Company’s rights and obligations under all each or any Award or portion of thereof outstanding immediately prior to the Option Change in Control or substitute for all each or any such outstanding Award or portion of the Option thereof a substantially equivalent option for award with respect to the Acquiror’s capital stock, as applicable. For purposes of this Section, if so determined by the Option or any portion thereof Committee, in its discretion, an Award denominated in Stock shall be deemed assumed if, following the Change in Control, the Option Award confers the right to receive, subject to the terms and conditions of the Plan and this Option the applicable Award Agreement, for each Share share of Stock subject to such portion of the Option Award immediately prior to the Change in Control, the consideration (whether sharesstock, cash, other securities or property or a combination thereof) to which a holder of a Share share of Stock on the effective date of the Change in Control was entitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares)entitled; provided, however, that if such consideration is not solely common shares stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise or settlement of the OptionAward, for each Share share of Stock subject to the OptionAward, to consist solely of common shares stock of the Acquiror equal in Fair Market Value market value to the per Share share consideration received by holders of Shares Stock pursuant to the Change in Control. The Option If any portion of such consideration may be received by holders of Stock pursuant to the Change in Control on a contingent or delayed basis, the Committee may, in its sole discretion, determine such Fair market value per share as of the time of the Change in Control on the basis of the Committees good faith estimate of the present value of the probable future payment of such consideration. Any Award or portion thereof which is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised or settled as of the time of consummation of the Change in Control shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control.

Assumption, Continuation or Substitution. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the any Participant, assume or continue in full force and effect the Company’s rights and obligations under all each or any Award or portion of thereof outstanding immediately prior to the Option Change in Control or substitute for all each or any such outstanding Award or portion of the Option thereof a substantially equivalent option for award with respect to the Acquiror’s capital stock, as applicable, with appropriate adjustments in accordance with Section 4.3. For purposes of this Section, if so determined by the Option or any portion thereof Committee in its discretion, an Award denominated in shares of Stock shall be deemed assumed if, following the Change in Control, the Option Award confers the right to receive, subject to the terms and conditions of the Plan and this Option the applicable Award Agreement, for each Share share of Stock subject to such portion of the Option Award immediately prior to the Change in Control, the consideration (whether sharesstock, cash, other securities or property or a combination thereof) to which a holder of a Share share of Stock on the effective date of the Change in Control was entitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Sharesshares of Stock); provided, however, that if such consideration is not solely common shares stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise or settlement of the OptionAward, for each Share share of Stock subject to the OptionAward, to consist solely of common shares stock of the Acquiror equal in Fair Market Value to the per Share share consideration received by holders of Shares Stock pursuant to the Change in Control. The Option Any Award or portion thereof which is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised or settled as of the time of consummation of the Change in Control shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control.

Assumption, Continuation or Substitution. In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the any Participant, either assume or continue in full force and effect the Company’s rights and obligations under all each or any Award or portion of thereof outstanding immediately prior to the Option Change in Control or substitute for all each or any such outstanding Award or portion of the Option thereof a substantially equivalent option for award with respect to the Acquiror’s capital stock, as applicable. For purposes of this Section, if so determined by the Option or any portion thereof Committee, in its discretion, an Award denominated in shares of Stock shall be deemed assumed if, following the Change in Control, the Option Award confers the right to receive, subject to the terms and conditions of the Plan and this Option the applicable Award Agreement, for each Share share of Stock subject to such portion of the Option Award immediately prior to the Change in Control, the consideration (whether sharesstock, cash, other securities or property or a combination thereof) to which a holder of a Share share of Stock on the effective date of the Change in Control was entitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares)entitled; provided, however, that if such consideration is not solely common shares stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise or settlement of the OptionAward, for each Share share of Stock subject to the OptionAward, to consist solely of common shares stock of the Acquiror equal in Fair Market Value to the per Share share consideration received by holders of Shares Stock pursuant to the Change in Control. The Option If any portion of such consideration may be received by holders of Stock pursuant to the Change in Control on a contingent or delayed basis, the Committee may, in its sole discretion, determine such Fair Market Value per share as of the time of the Change in Control on the basis of the Committee’s good faith estimate of the present value of the probable future payment of such consideration. Any Award or portion thereof which is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised or settled as of the time of consummation of the Change in Control shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control.