Common use of Effect of Change in Control Clause in Contracts

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Board determines to accelerate vesting in accordance with section 9.1 of the Plan or cash out the Option in accordance with Section 9.3 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 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 shares. 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 of Stock 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 of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common shares of the Acquiror, the Board may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option for each share of Stock to consist solely of common shares of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. 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 Board may, in its discretion, determine such Fair Market Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present value of the probable future payment of such consideration. 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. Notwithstanding the foregoing, shares acquired upon exercise of the Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Board determines to accelerate vesting in accordance with section 9.1 of the Plan or cash out the Option in accordance with Section 9.3 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 Participant, assume or continue in full force and effect the Company’s rights and obligations under all the Option or any portion of thereof or substitute for the Option or substitute for all or any portion of the Option thereof a substantially equivalent option for the Acquiror’s sharesstock. 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 of Stock Share subject to such portion of the Option 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 of Stock Share on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common shares stock of the Acquiror, the Board may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option Option, for each share of Stock Share subject to the Option, to consist solely of common shares stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock Shares pursuant to the Change in Control. If any portion of such consideration may be received by holders of Stock pursuant In the event the Acquiror elects not to assume or continue the Company’s rights and obligations under the Option or substitute for the Option in connection with the Change in Control on a contingent or delayed basisControl, and provided that the Participant’s Service has not terminated prior to such date, the Board may, Option shall be immediately exercisable and vested in its discretion, determine such Fair Market Value per share full as of the time date ten (10) days prior to the consummation of the Change in Control on the basis Control. Any exercise and vesting of the Board’s good faith estimate Option that was permissible solely by reason of this Section 9 shall be conditioned upon the consummation of the present value of the probable future payment of such considerationChange 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 date of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of the Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein.

Effect of Change in Control. In the event of a Change in Control, except and provided that the Participant’s Service has not terminated prior to such date, the Option shall be immediately exercisable and vested in full immediately prior to the consummation of the Change in Control. Except to the extent that the Board determines to accelerate vesting in accordance with section 9.1 of the Plan or cash out the Option in accordance with Section 9.3 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 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 sharessecurities. 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 of Stock Unit subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether sharesunits, stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock Unit on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common shares equity of the Acquiror, the Board may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option for each share of Stock Unit to consist solely of common shares equity of the Acquiror equal in Fair Market Value to the per share Unit consideration received by holders of Stock Units pursuant to the Change in Control. If any portion of such consideration may be received by holders of Stock Units pursuant to the Change in Control on a contingent or delayed basis, the Board may, in its discretion, determine such Fair Market Value per share Unit as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present value of the probable future payment of such consideration. 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. Notwithstanding the foregoing, shares Units acquired upon exercise of the Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares Units shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Board determines to accelerate vesting in accordance with section 9.1 of the Plan or cash out the Option Award in accordance with Section 9.3 10.1(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 Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option outstanding Deferred Units or substitute for all or any portion of the Option a outstanding Deferred Units substantially equivalent option for rights with respect to the Acquiror’s sharessecurities. For purposes of this Section, the Option or any portion thereof a Deferred Unit shall be deemed assumed if, following the Change in Control, the Option Deferred Unit confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option 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 of Stock Common Unit on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Common Units); provided, however, that if such consideration is not solely common shares stock of the Acquiror, the Board may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise settlement of the Option for each share of Stock Deferred Units to consist solely of common shares stock of the Acquiror equal in Fair Market Value to the per share unit consideration received by holders of Stock Common Units pursuant to the Change in Control. If any portion of such consideration may be received by holders of Stock Common Units pursuant to the Change in Control on a contingent or delayed basis, the Board may, in its discretion, determine such Fair Market Value per share Unit as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present value of the probable future payment of such consideration. The Option Award shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that Deferred Units subject to the Option is Award are neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised settled as of the time of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of the Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Board determines to accelerate vesting in accordance with section 9.1 of the Plan or cash out the Option in accordance with Section 9.3 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 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 shares. 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 of Stock 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 of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common shares of the Acquiror, the Board may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option for each share of Stock to consist solely of common shares of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. 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 Board may, in its discretion, determine such Fair Market Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present value of the probable future payment of such consideration. 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. Notwithstanding the foregoing, shares acquired upon exercise of the Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Board determines to accelerate vesting in accordance with section 9.1 of the Plan or cash out the Option in accordance with Section 9.3 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 Participant, assume or continue in full force and effect the Company’s rights and obligations under all the Option or any portion of thereof or substitute for the Option or substitute for all or any portion of the Option thereof a substantially equivalent option for the Acquiror’s sharesstock. 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 of Stock subject to such portion of the Option 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 of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common shares stock of the Acquiror, the Board may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option Option, for each share of Stock subject to the Option, to consist solely of common shares stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. 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 Board 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 Board’s good faith estimate of the present value of the probable future payment of such consideration. 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 date of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of the Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Board determines to accelerate vesting in accordance with section 9.1 of the Plan or cash out the Option in accordance with Section 9.3 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 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 option, as determined in the sole discretion of the Committee, for the Acquiror’s sharesstock. 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 of Stock subject to such portion of the Option 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 of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common shares stock of the Acquiror, the Board Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option Option, for each share of Stock subject to the Option, to consist solely of common shares stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. If any portion In the event that the Acquiring Corporation elects not to assume or substitute for the Option in connection with a Change in Control, the exercisability of the Option (if the Participant’s Service has not terminated prior to such consideration date) shall be accelerated so that the Option may be received by holders of Stock pursuant to exercised in full notwithstanding its vested status, effective immediately before the Change in Control on a contingent or delayed basis, the Board may, in its discretion, determine such Fair Market Value per share as of the time date of the Change in Control on Control, contingent upon the basis consummation of the Board’s good faith estimate of Change in Control. Notwithstanding anything in this Agreement to the present value of contrary, the probable future payment of such consideration. 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 nor continued by the Acquiror in connection with the Change in Control nor exercised as of the time date of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of the Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein.

Effect of Change in Control. In the event a Change in Control occurs prior to the Vesting Date and while Grantee is an employee of the Company or any Subsidiary, the PRSUs covered by this Agreement shall become earned as provided in the following sentence if, in connection with such Change in Control, the successor corporation does not assume the obligations of the Company under this Agreement or provide Grantee with a substitute award with rights equivalent to the rights provided under this Agreement. The number of PRSUs earned by reason of a Change in ControlControl shall be as set forth above in Section 1; provided, except to the extent that the Board determines “Vesting Date” with respect to accelerate vesting in accordance with section 9.1 such event shall be the date of the Plan or cash out the Option in accordance with Section 9.3 consummation of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be Change in Control (the “AcquirorChange in Control Date”), may, without ) and the consent “Average Stock Price” with respect to such event shall be the Market Value Per Share of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion Common Stock as of the Option Change in Control Date. Subject to the following sentence, if the obligations of the Company under this Agreement remain unchanged or if the successor corporation assumes the obligations of the Company under this Agreement or provides Grantee with a substitute award with rights equivalent to the rights provided under this Agreement, then no such acceleration shall apply and the terms of this Agreement shall apply to the assumed or substitute for all or any portion of award, except as may otherwise be provided in a written agreement between Grantee and the Option a substantially equivalent option for Company; provided, that if the Acquiror’s shares. For purposes of this Section, Company is not the Option or any portion thereof shall be deemed assumed if, surviving corporation following the Change in Control, the Option confers the right to receive, subject Average Stock Price shall be determined with respect to the terms and conditions market value of the Plan and this Option Agreement, for each share common shares of Stock subject to such portion stock of the Option immediately prior successor corporation, as may be adjusted in accordance with Section [10] [12] of the Plan. Notwithstanding the foregoing, if, following a Change in Control, (i) the obligations of the Company under this Agreement remain unchanged or the successor corporation assumes the obligations of the Company under this Agreement or provides Grantee with a substitute award with rights equivalent to the rights provided under this Agreement and (ii) after the Change in Control, but prior to the consideration Vesting Date, the Company, the successor corporation or any subsidiary of either terminates Grantee’s employment without Cause or Grantee terminates his or her employment for Good Reason, then a number of PRSUs (whether shares, cash, other securities or property or a combination thereofnumber of units subject to a substitute award) to which a holder of a share of Stock on the effective date of the Change shall become earned as set forth in Control was entitledSection 1; provided, however, that if such consideration is not solely common shares of the Acquiror, the Board may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option for each share of Stock to consist solely of common shares of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. 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 Board may, in its discretion, determine such Fair Market Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present value of the probable future payment of such consideration. 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. Notwithstanding the foregoing, shares acquired upon exercise of the Option prior to the Change in Control and any consideration received pursuant to the Change in Control “Vesting Date” with respect to such event shall be the date of termination of Grantee’s employment (the “Termination of Employment Date”) and the “Average Stock Price” with respect to such event shall be the volume-weighted Market Value Per Share of the Company’s Common Stock (or the successor corporation’s common shares of stock) for the forty-five trading days immediately preceding the Termination of Employment Date. As used in this Agreement, the following terms shall continue to be subject to all applicable provisions of this Option Agreement except defined as otherwise provided herein.follows:

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Board determines to accelerate vesting in accordance with section 9.1 of the Plan or cash out the Option in accordance with Section 9.3 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 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 sharesstock. 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 of Stock subject to such portion of the Option 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 of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common shares stock of the Acquiror, the Board Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option Option, for each share of Stock subject to the Option, to consist solely of common shares stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. If any portion of such consideration may be received by holders of Stock pursuant In the event that the Acquiring Corporation elects not to assume or substitute for the Option in connection with a Change in Control on a contingent or delayed basisControl, the Board may, in its discretion, determine such Fair Market Value per share as exercisability and vesting of the time Option (if the Participant’s Service has not terminated prior to such date) shall be accelerated, effective immediately before the date of the Change in Control on Control, contingent upon the basis consummation of the Board’s good faith estimate of the present value of the probable future payment of such considerationChange 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 nor continued by the Acquiror in connection with the Change in Control nor exercised as of the time date of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of the Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Board determines to accelerate vesting in accordance with section 9.1 of the Plan or cash out the Option in accordance with Section 9.3 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 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 sharesstock. 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 of Stock subject to such portion of the Option 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 of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common shares stock of the Acquiror, the Board may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option for each share of Stock to consist solely of common shares stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. 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 Board may, in its discretion, determine such Fair Market Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present value of the probable future payment of such consideration. 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 date of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of the Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Board Committee determines to accelerate vesting in accordance with section 9.1 of the Plan or cash out the Option in accordance with Section 9.3 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, subject to the applicable requirements and limitations of Section 409A and 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 sharesstock. 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 of Stock subject to such portion of the Option 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 of Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common shares stock of the Acquiror, the Board Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option Option, for each share of Stock subject to the Option, to consist solely of common shares stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. 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 Board may, in its discretion, determine such Fair Market Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present value of the probable future payment of such consideration. 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. Notwithstanding the foregoing, shares acquired upon exercise of the Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein.

Effect of Change in Control. In the event of a Change in Control, except the Option shall be subject to the definitive agreement entered into by the Company in connection with the Change in Control. Except to the extent that the Board Committee determines to accelerate vesting in accordance with section 9.1 of the Plan or cash out the Option in accordance with Section 9.3 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 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 sharesstock. 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 of Stock Common Share subject to such portion of the Option 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 of Stock Common Share on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Common Shares); provided, however, that if such consideration is not solely common shares stock of the Acquiror, the Board Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option Option, for each share of Stock Common Share subject to the Option, to consist solely of common shares stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock Common Shares pursuant to the Change in Control. 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 Board may, in its discretion, determine such Fair Market Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present value of the probable future payment of such consideration. 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. Notwithstanding the foregoing, shares acquired upon exercise of the Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Board Committee determines to accelerate vesting in accordance with section 9.1 of the Plan or cash out the Option in accordance with Section 9.3 13.1(c) of the Plan, the surviving, continuing, successor, successor or purchasing corporation or other business 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 sharesstock. 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 of Stock subject to such portion of the Option 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 of Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common shares stock of the Acquiror, the Board Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option Option, for each share of Stock subject to the Option, to consist solely of common shares stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. If Notwithstanding the foregoing, in the event of a Change in Control in which the Acquiror, does not assume or continue the Company’s rights and obligations under any portion then outstanding Option subject to time-based vesting or substitute for such Option a substantially equivalent option for the Acquiror’s stock, then the vesting and exercisability of such consideration may Option which is not assumed, continued or substituted for shall be received by holders accelerated in full effective immediately prior to but conditioned upon the consummation of Stock pursuant the Change in Control, provided the Participant is providing Services immediately prior to the Change in Control on a contingent or delayed basisControl. In addition, and notwithstanding anything in this Agreement to the contrary, to the extent the Option is subject to performance based vesting, the Board may, vesting and exercisability of such an Option shall be accelerated in its discretion, determine such Fair Market Value per share as of full immediately prior to but conditioned upon the time consummation of the Change in Control on (assuming for purposes of determining the basis extent of such acceleration that one hundred percent (100%) of the Board’s good faith estimate target level of performance was achieved), provided that Participant is providing Services immediately prior to the present value of the probable future payment of such considerationChange 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. Notwithstanding To the foregoingextent that an Option is assumed, shares acquired continued or substituted for by the Acquiror, such Option shall be subject to accelerated exercisability and vesting if, during the period commencing upon exercise the consummation of the Option prior to the Change in Control and ending on the date occurring eighteen (18) months thereafter the Participant’s Service is terminated without Cause or the Participant terminates his or her Service for “Good Reason.” This accelerated exercisability and vesting shall only be applicable if the Participant executes a separation agreement and release and such agreement and release becomes effective in accordance with its terms no later than sixty (60) days following such termination, in which event the accelerated exercisability and vesting shall be effective on the date the separation agreement and release becomes effective. For purposes of this Agreement, “Good Reason” shall be defined as the occurrence of any consideration received pursuant of the following conditions without the Participant’s written consent, which condition(s) remain(s) in effect thirty (30) days after written notice to the Change in Control with respect to Company from the Participant of such shares shall continue to be subject to all applicable provisions condition(s) and which notice must have been given within ninety (90) days following the initial occurrence of this Option Agreement except as otherwise provided herein.such condition(s):

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Board determines to accelerate vesting in accordance with section 9.1 of the Plan or cash out the Option in accordance with Section 9.3 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 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 sharesstock. 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 of Stock subject to such portion of the Option 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 of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common shares stock of the Acquiror, the Board Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option Option, for each share of Stock subject to the Option, to consist solely of common shares stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. If any portion of such consideration may be received by holders of Stock pursuant In the event that the Acquiring Corporation elects not to assume or substitute for the Option in connection with a Change in Control on a contingent or delayed basisControl, the Board mayexercisability and vesting of the Option (if the Participant’s Service has not terminated prior to such date) shall be accelerated, in its discretion, determine such Fair Market Value per share effective as of the time date ten (10) days prior to the date of the Change in Control on Control, contingent upon the basis consummation of the Board’s good faith estimate of the present value of the probable future payment of such considerationChange 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 date of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of the Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Board Committee determines to accelerate vesting in accordance with section 9.1 of the Plan or cash out the Option in accordance with Section 9.3 15.1(d) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”"Acquiror "), may, without the consent of the any Participant, either assume or continue in full force and effect the Company’s '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 shares's 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 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 of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common shares stock of the Acquiror, the Board Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise or settlement of the Option Award, for each share of Stock subject to the Award, to consist solely of common shares stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. If any Any Award or portion of such consideration may be received by holders of Stock pursuant to the Change in Control on a contingent or delayed basis, the Board may, in its discretion, determine such Fair Market Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present value of the probable future payment of such consideration. 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 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 become immediately exercisable and vested in full (a) as often (1) days prior to, and subject to, the consummation of the Change in Control or (b) settled effective immediately prior to the time of consummation of the Change in Control, as applicable. Any Award or portion thereof that is immediately exercisable and vested in full pursuant to the preceding sentence to the extent unexercised immediately prior to the consummation of the Change in Control shall terminate and cease to be outstanding effective as of the time of the consummation of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise any other provision of the Option Plan to the contrary, if the Participant's Service is terminated without Cause or the Participant voluntarily terminates the Participant's employment after a reduction of the Participant's base salary of :fifteen percent (15%) or greater without the Participant's express written consent within eighteen (18) months following the consummation of a Change in Control, such Participant's Awards shall become immediately exercisable and vested in full as of the date of such termination. Such immediately exercisable and fully vested Awards shall be settled to the extent possible on the date of the Participant's termination pursuant to this subsection (c). Awards requiring the Participant's exercise may be exercised by the Participant at any time prior to the Change expiration of three (3) months after the date on which the Participant’s Service terminated, but in Control and any consideration received pursuant to event no later than the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided hereinExpiration Date.

Effect of Change in Control. In the event of a Change in Control, except subject to approval by the extent that the Board determines to accelerate vesting in accordance with section 9.1 of the Plan or cash out the Option in accordance with Section 9.3 of the PlanCommittee, 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 ParticipantGrantee, 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 with respect to the Acquiror’s sharesstock. 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 of Common Stock subject to such portion of the Option immediately prior to the Change in NAI-1513338219v7 Control, the consideration (whether sharesstock, cash, other securities or property or a combination thereof) to which a holder of a share of Common Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if such consideration is not solely common shares stock of the Acquiror, the Board Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option Option, for each share of Common Stock subject to the Option, to consist solely of common shares stock of the Acquiror equal in Fair Market Value per Share to the per share consideration received by holders of Common Stock pursuant to the Change in Control. 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 Board may, in its discretion, determine such Fair Market Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present value of the probable future payment of such consideration. 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. Notwithstanding the foregoing, shares acquired upon exercise of the Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Board determines to accelerate vesting in accordance with section 9.1 of the Plan or cash out the Option in accordance with Section 9.3 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 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 sharesstock. 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 of Stock subject to such portion of the Option 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 of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common shares stock of the Acquiror, the Board Administrator may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option for each share of Stock to consist solely of common shares stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. 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 Board Administrator may, in its discretion, determine such Fair Market Value per share as of the time of the Change in Control on the basis of the BoardAdministrator’s good faith estimate of the present value of the probable future payment of such consideration. The Any Option or portion thereof which is not assumed or continued by the Acquiror in connection with the Change in Control and which is not exercised 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. Notwithstanding the foregoing, shares acquired upon exercise of the Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein.

Effect of Change in Control. In the event of a Change in Control, except the Option shall be subject to the definitive agreement entered into by the Company in connection with the Change in Control. Except to the extent that the Board Committee determines to accelerate vesting in accordance with section 9.1 of the Plan or cash out the Option in accordance with Section 9.3 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 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 sharesstock. 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 of Stock subject to such portion of the Option 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 of Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common shares stock of the Acquiror, the Board Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option Option, for each share of Stock subject to the Option, to consist solely of common shares stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. 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 Board may, in its discretion, determine such Fair Market Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present value of the probable future payment of such consideration. The Option shall terminate become fully vested and cease exercisable immediately prior to be outstanding effective as the closing date of the time of consummation of the a Change in Control to the extent that the Option is neither assumed or nor continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of the Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein.

Effect of Change in Control. In the event of a Change in Control, except the Option shall be subject to the definitive agreement entered into by the Company in connection with the Change in Control. Except to the extent that the Board Committee determines to accelerate vesting in accordance with section 9.1 of the Plan or cash out the Option in accordance with Section 9.3 13 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 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 sharesstock. 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 of Stock subject to such portion of the Option 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 of Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common shares stock of the Acquiror, the Board Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option Option, for each share of Stock subject to the Option, to consist solely of common shares stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. 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 Board may, in its discretion, determine such Fair Market Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present value of the probable future payment of such consideration. 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. Notwithstanding the foregoing, shares acquired upon exercise of the Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Board determines to accelerate vesting in accordance with section 9.1 of the Plan or cash out the Option in accordance with Section 9.3 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 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 shares. 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 of Stock 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 of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common shares of the Acquiror, the Board may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option for each share of Stock to consist solely of common shares of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. 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 Board may, in its discretion, determine such Fair Market Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present value of the probable future payment of such consideration. 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. Notwithstanding the foregoing, shares acquired upon exercise of the Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein.

Effect of Change in Control. In the event of a Change in Control, except subject to approval by the extent that the Board determines to accelerate vesting in accordance with section 9.1 of the Plan or cash out the Option in accordance with Section 9.3 of the PlanCommittee, 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 ParticipantGrantee, 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 with respect to the Acquiror’s sharesstock. 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 of Common Stock subject to such portion of the Option 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 of Common Stock on the effective date of the Change in Control was entitledentitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if such consideration is not NAI-1513338219v7 solely common shares stock of the Acquiror, the Board Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option Option, for each share of Common Stock subject to the Option, to consist solely of common shares stock of the Acquiror equal in Fair Market Value per Share to the per share consideration received by holders of Common Stock pursuant to the Change in Control. 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 Board may, in its discretion, determine such Fair Market Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present value of the probable future payment of such consideration. 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. Notwithstanding the foregoing, shares acquired upon exercise of the Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Board determines to accelerate vesting in accordance with section 9.1 of the Plan or cash out the Option in accordance with Section 9.3 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 Participant, assume or continue in full force and effect the Company’s rights and obligations under all the Option or any portion of thereof or substitute for the Option or substitute for all or any portion of the Option thereof a substantially equivalent option for the Acquiror’s sharesstock. 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 of Stock subject to such portion of the Option 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 of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common shares stock of the Acquiror, the Board may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option Option, for each share of Stock subject to the Option, to consist solely of common shares stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. If any portion In the event that the Acquiror fails to assume or substitute for this Option in connection with a Change in Control, and if the Participant has at least two full years of such consideration may continuous Service as of the effective date of the Change in Control, the Participant shall be received by holders fully and immediately vested in one hundred percent (100%) of Stock pursuant the shares subject to this Option effective immediately prior to the consummation of the Change in Control, so long as the Participant’s Service has not terminated prior to the effective date of the Change in Control. In the event that the Acquiror fails to assume or substitute for this Option in connection with a Change in Control, and if the Participant has less than two full years of continuous Service as of the effective date of the Change in Control, the Participant shall be vested in fifty percent (50%) of the shares subject to this Option that were not otherwise vested immediately prior to the consummation of the Change in Control, which vesting shall occur effective immediately prior to the consummation of the Change in Control, so long as the Participant’s Service has not terminated prior to the effective date of the Change in Control. In the event that the Acquiror assumes or substitutes for this Option in connection with a Change in Control, the Change in Control on a contingent shall not change or delayed basis, affect the Board may, in its discretion, determine such Fair Market Value per share as vested status of the time shares subject to this Option. The exercise or vesting of any Option and any shares acquired upon the exercise thereof that was permissible solely by reason of this Section shall be conditioned upon the consummation of the Change in Control on the basis of the Board’s good faith estimate of the present value of the probable future payment of such considerationControl. 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 effective date of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of the Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Board determines to accelerate vesting in accordance with section 9.1 of the Plan or cash out or cancel the Option in accordance with Section 9.3 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 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 shares. 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 of Stock 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 of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common shares of the Acquiror, the Board may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option for each share of Stock to consist solely of common ​ ​ shares of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. 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 Board may, in its discretion, determine such Fair Market Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present value of the probable future payment of such consideration. 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. Notwithstanding the foregoing, shares acquired upon exercise of the Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Board determines to accelerate vesting in accordance with section 9.1 of the Plan or cash out the Option in accordance with Section 9.3 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 Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option Purchase Right or substitute for all or any portion of the Option Purchase Right a substantially equivalent option purchase right for the Acquiror’s sharesstock. For purposes of this Section, the Option or any portion thereof Purchase Right shall be deemed assumed if, following the Change in Control, the Option Purchase Right confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock Share subject to such portion of the Option Purchase Right 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 of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common shares stock of the Acquiror, the Board may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option Purchase Right, for each share of Stock Share subject to the Purchase Right, to consist solely of common shares stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. 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 Board 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 Board’s good faith estimate of the present value of the probable future payment of such consideration. The Option Purchase Right 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 Purchase Right 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. Notwithstanding the foregoing, shares Shares acquired upon exercise of the Option Purchase Right prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares Shares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Board determines to accelerate vesting in accordance with section 9.1 of the Plan or cash out the Option in accordance with Section 9.3 of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”"ACQUIROR"), may, without the consent of the Participant, assume or continue in full force and effect the Company’s 's rights and obligations under all the Option or any portion of thereof or substitute for the Option or substitute for all or any portion of the Option thereof a substantially equivalent option for the Acquiror’s shares's 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 of Stock subject to such portion of the Option 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 of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common shares stock of the Acquiror, the Board may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option Option, for each share of Stock subject to the Option, to consist solely of common shares stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. If any portion of such consideration may be received by holders of Stock pursuant In the event the Acquiror elects not to assume or continue the Company's rights and obligations under the Option or substitute for the Option in connection with the Change in Control on or implement a contingent or delayed basisCash Out, any unvested and unexercised portion of the Board may, Option shall be immediately exercisable and vested in its discretion, determine such Fair Market Value per share full as of the time date of the Change in Control on the basis Control, provided that Participant's Service has not terminated prior to such date. Any exercise of the Board’s good faith estimate Option that was permissible solely by reason of this Section shall be conditioned upon the consummation of the present value of the probable future payment of such considerationChange 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 date of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of the Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided herein.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Board Committee determines to accelerate vesting in accordance with section 9.1 of the Plan or cash out the Option Award in accordance with Section 9.3 15.l(d) 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 Participant, assume or continue in full force and effect the Company’s 's rights and obligations under all or any portion of the Option Award or substitute for all or any portion of the Option Award a substantially equivalent option Award for rights with respect to the Acquiror’s shares's stock. For purposes of this Section, if so determined by the Option or any portion thereof Committee, in its discretion, the Award 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 Agreement, for each 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 of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common shares stock of the Acquiror, the Board Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option Award, for each share of Stock subject to the Award, to consist solely of common shares stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. If any portion of such consideration may be received by holders of Stock pursuant In the event the Acquiror elects not to assume the Company's rights and obligations under the Award or substitute for the Award in connection with the Change in Control on a contingent or delayed basisControl, any unexercised portion of the Board may, Award shall become immediately exercisable and vested in its discretion, determine such Fair Market Value per share full as of the time date ten (10) days prior to the date of the Change in Control on Control, provided that the basis Participant's Service has not terminated prior to such date. Any exercise of the Board’s good faith estimate Award that was permissible solely by reason of this Section shall be conditioned upon the consummation of the present value of the probable future payment of such considerationChange in Control. The Option Award shall terminate and cease to be outstanding effective as of the time of consummation date of the Change in Control to the extent that the Option Award is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time date of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise any other provision of the Option Plan or this Agreement to the contrary, if the Participant's Service is terminated without Cause or the Participant voluntarily terminates the Participant's employment after a reduction of the Participant's base salary of fifteen percent (15%) or greater without the Participant's express written consent within eighteen (18) months following the consummation of a Change in Control, the Award shall become immediately exercisable and vested in full as of the date of such termination. Such immediately exercisable and fully vested Award may be exercised by the Participant at any time prior to the Change expiration of three (3) months after the date on which the Participant's Service terminated, but in Control and any consideration received pursuant to event no later than the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of this Option Agreement except as otherwise provided hereinExpiration Date.

Effect of Change in Control. In the event of a Change in Control, except to the extent that the Board Committee determines to accelerate vesting in accordance with section 9.1 of the Plan or cash out the Option in accordance with Section 9.3 of the Planas described below, 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 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 sharesstock. 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 of Stock Share subject to such portion of the Option 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 of Stock Share on the effective date of the Change in Control was entitledentitled (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 stock of the Acquiror, the Board Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option Option, for each share of Stock Share subject to the Option, to consist solely of common shares stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock Shares pursuant to the Change in Control. 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 Board may, in its discretion, determine such Fair Market Value per share as of the time of the Change in Control on the basis of the Board’s good faith estimate of the present value of the probable future payment of such consideration. 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. Notwithstanding any contrary provision in the foregoingPlan, shares acquired the Committee may, in its discretion and without the consent of any Participant, determine that, upon exercise the occurrence of the a Change in Control, each Option or portion thereof outstanding immediately prior to the Change in Control and any consideration received pursuant not previously exercised shall be canceled in exchange for a payment with respect to each vested Share (and each unvested Share, if so determined by the Committee) subject to such canceled Option in (i) cash, (ii) stock of the Company or of a corporation or other business entity a party to the Change in Control with respect Control, or (iii) other property which, in any such case, shall be in an amount having a Fair Market Value equal to such shares shall continue the Fair Market Value of the consideration to be subject paid per Share in the Change in Control, reduced (but not below zero) by the exercise or purchase price per share, if any, under the Option. In the event such determination is made by the Committee, an Option having an exercise or purchase price per share equal to all applicable provisions or greater than the Fair Market Value of this Option Agreement except as otherwise provided hereinthe consideration to be paid per Share in the Change in Control may be canceled without payment of consideration to the holder thereof.