Common use of EFFECT OF CHANGE IN CONTROL ON OPTIONS Clause in Contracts

EFFECT OF CHANGE IN CONTROL ON OPTIONS. In the event of a Change in Control, the percentage of the Option that has vested shall be adjusted to 100% (if not already at that percentage) as of the date ten (10) days prior to the date of the Change in Control and the Company shall provide by any means determined in the sole discretion of the Company, the Optionee a notice of the Change in Control (the “Notice”), unless (i) the surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be (the “Acquiring Corporation”), either assumes the Company’s rights and obligations under outstanding Options or substitutes for outstanding Options substantially equivalent options for the Acquiring Corporation’s stock or (ii) the Acquiring Corporation is not a “publicly held corporation” within the meaning of Section 162(m) of the Code. Any Options which are neither assumed or substituted for by the Acquiring Corporation in connection with the Change in Control nor exercised as of the date of the Change in Control shall terminate and cease to be outstanding effective upon the date of the Change in Control. Notwithstanding anything in this Section 9 to the contrary, the Company may, in its sole discretion and without the consent of the Optionee, determine that, upon the occurrence of a Change in Control, each or any Option outstanding immediately prior to the Change in Control shall be canceled in exchange for a payment with respect to each vested share of Stock subject to such canceled Option in (i) cash, (ii) stock of the Company or of the Acquiring Corporation, or (iii) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the excess of the Fair Market Value of the consideration to be paid per share of Stock in the Change in Control over the exercise price per share under such Option (the “Spread”). In the event such determination is made by the Company, the Spread (reduced by applicable withholding taxes, if any) shall be paid to the Optionee in respect of his or her canceled Options as soon as practicable following the date of the Change in Control.

EFFECT OF CHANGE IN CONTROL ON OPTIONS. In the event of a Change in Control, the percentage of the Option that has vested shall be adjusted to 100% (if not already at that percentage) as of the date ten (10) days prior to the date of the Change in Control and the Company shall provide provide, by any means determined in the sole discretion of the Company, the Optionee a notice of the Change in Control (the “Notice”). Any vesting of the Option and subsequent exercise of the Option that was permissible solely by reason of this Section 8 shall be conditioned upon the consummation of the Change in Control. In addition, unless (i) in the event of a Change in Control the surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be (the “Acquiring Corporation”), may either assumes assume the Company’s rights and obligations under outstanding Options or substitutes for outstanding Options substantially equivalent options for the Acquiring Corporation’s stock or (ii) the Acquiring Corporation is not a “publicly held corporation” within the meaning of Section 162(m) of the Codestock. Any Options which are neither assumed or substituted for by the Acquiring Corporation in connection with the Change in Control nor exercised as of the date of the Change in Control shall terminate and cease to be outstanding effective upon the date of the Change in Control. Notwithstanding anything in this Section 9 8 to the contrary, the Company may, in its sole discretion and without the consent of the Optionee, determine that, upon the occurrence of a Change in Control, each or any Option outstanding immediately prior to the Change in Control shall be canceled in exchange for a payment with respect to each vested share of Stock subject to such canceled Option in (i) cash, (ii) stock of the Company or of the Acquiring Corporation, or (iii) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the excess of the Fair Market Value of the consideration to be paid per share of Stock in the Change in Control over the exercise price per share under such Option (the “Spread”). In the event such determination is made by the Company, the Spread (reduced by applicable withholding taxes, if any) shall be paid to the Optionee in respect of his or her canceled Options as soon as practicable following the date of the Change in Control.

EFFECT OF CHANGE IN CONTROL ON OPTIONS. (a) In the event of a Change in Control, the percentage of the Option that has vested shall be adjusted to 100% (if not already at that percentage) as of the date ten (10) days prior to the date of the Change in Control and the Company shall provide by any means determined in the sole discretion of the Company, the Optionee a notice of the Change in Control (the “Notice”), unless (i) the surviving, continuing, successor, or purchasing corporation or other business entity or parent corporation thereof, as the case may be (the “Acquiring CorporationAcquiror”), may, without the consent of the Optionee, either assumes assume the Company’s rights and obligations under outstanding Options or substitutes substitute for outstanding Options substantially equivalent options for the Acquiring CorporationAcquiror’s stock or (ii) the Acquiring Corporation is not a “publicly held corporation” within the meaning of Section 162(m) of the Codestock. Any Options which are neither assumed or substituted for by the Acquiring Corporation Acquiror in connection with the Change in Control nor exercised as of the date of the Change in Control shall terminate and cease to be outstanding effective upon as of the date of the Change in Control. Notwithstanding anything in this Section 9 , provided, that, notwithstanding any other provision of the Plan to the contrary, the Company Board may, in its sole discretion and without discretion, provide in any Option Agreement or, in the consent of the Optionee, determine that, upon the occurrence event of a Change in Control, each may take such actions as it deems appropriate, to provide for the acceleration of the exercisability and vesting in connection with such Change in Control of any or all of the outstanding Options and any shares acquired upon the exercise of such Options, subject to compliance with Section 409A of the Code. Notwithstanding the foregoing, shares acquired upon exercise of an Option outstanding immediately prior to the Change in Control shall be canceled in exchange for a payment with respect and any consideration received pursuant to each vested share of Stock subject to such canceled Option in (i) cash, (ii) stock of the Company or of the Acquiring Corporation, or (iii) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the excess of the Fair Market Value of the consideration to be paid per share of Stock in the Change in Control over with respect to such shares shall continue to be subject to all applicable provisions of the exercise price per share under Option Agreement evidencing such Option except as otherwise provided in such Option Agreement. Furthermore, notwithstanding the foregoing, if the corporation the stock of which is subject to the outstanding Options immediately prior to an Ownership Change Event described in Section 8.1(a)(i) constituting a Change in Control is the surviving or continuing corporation and immediately after such Ownership Change Event less than fifty percent (50%) of the “Spread”). In total combined voting power of its voting stock is held by another corporation or by other corporations that are members of an affiliated group within the event such determination is made by meaning of Section 1504(a) of the CompanyCode without regard to the provisions of Section 1504(b) of the Code, the Spread (reduced by applicable withholding taxes, if any) outstanding Options shall be paid to not terminate unless the Optionee Board otherwise provides in respect of his or her canceled Options as soon as practicable following the date of the Change in Controlits discretion.

EFFECT OF CHANGE IN CONTROL ON OPTIONS. In the event of a Change in Control, the percentage of the Option that has vested shall be adjusted to 100% (if not already at that percentage) as of the date ten (10) days prior to the date of the Change in Control and the Company shall provide by any means determined in the sole discretion of the Company, the Optionee a notice of the Change in Control (the “Notice”), unless (i) the surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be (the “Acquiring Corporation”"ACQUIRING CORPORATION"), may either assumes assume the Company’s 's rights and obligations under outstanding Options or substitutes substitute for outstanding Options substantially equivalent options for the Acquiring Corporation’s stock 's stock. For purposes of this Section 8.2, an Option shall be deemed assumed if, following the Change in Control, the Option confers the right to purchase in accordance with its terms and conditions, for each share of Stock subject to the Option immediately prior to the Change in Control, the consideration (whether stock, cash or (iiother securities or property) to which a holder of a share of Stock on the effective date of the Change in Control was entitled. In the event the Acquiring Corporation is elects not to assume or substitute for outstanding Options in connection with a “publicly Change in Control, any unexercisable or unvested portions of outstanding Options held corporation” within the meaning of Section 162(mby Optionees whose Service has not terminated prior to such date shall become immediately exercisable and vested in full (and any unvested share repurchase option shall lapse) as of the Codedate ten (10) days prior to the date of the Change in Control. The accelerated exercise or vesting of any Option that was permissible solely by reason of this Section 8.2 shall be conditioned upon the consummation of the Change in Control. Any Options which are neither assumed or substituted for by the Acquiring Corporation in connection with the Change in Control nor exercised as of the date of the Change in Control shall terminate and cease to be outstanding effective upon as of the date of the Change in Control. Notwithstanding anything in this Section 9 to the contraryforegoing, the Company may, in its sole discretion and without the consent shares acquired upon exercise of the Optionee, determine that, upon the occurrence of a Change in Control, each or any an Option outstanding immediately prior to the Change in Control shall be canceled in exchange for a payment with respect and any consideration received pursuant to each vested share of Stock subject to such canceled Option in (i) cash, (ii) stock of the Company or of the Acquiring Corporation, or (iii) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the excess of the Fair Market Value of the consideration to be paid per share of Stock in the Change in Control over with respect to such shares shall continue to be subject to all applicable provisions of the exercise price per share under Option Agreement evidencing such Option except as otherwise provided in such Option Agreement. Furthermore, notwithstanding the foregoing, if the corporation the stock of which is subject to the outstanding Options immediately prior to an Ownership Change Event described in Section 8.1(a)(i) constituting a Change in Control is the surviving or continuing corporation and immediately after such Ownership Change Event less than fifty percent (50%) of the “Spread”). In total combined voting power of its voting stock is held by another corporation or by other corporations that are members of an affiliated group within the event such determination is made by meaning of Section 1504(a) of the CompanyCode without regard to the provisions of Section 1504(b) of the Code, the Spread (reduced by applicable withholding taxes, if any) outstanding Options shall be paid to not terminate unless the Optionee Board otherwise provides in respect of his or her canceled Options as soon as practicable following the date of the Change in Controlits discretion.