Common use of In Connection With a Change in Control Clause in Contracts

In Connection With a Change in Control. In the event that the Executive’s employment is terminated without Cause or for Good Reason within the ninety (90) days immediately preceding or the twelve (12) months immediately following a Change in Control (as defined below) of the Company which Change in Control is consummated after the first anniversary of the effective date of this agreement, the vesting of the Option and the Stock Award shall be fully accelerated such that on the effective date of such termination one hundred percent (100%) of the Option and Stock Award shares shall be fully vested and immediately exercisable. Further, in the event that the Executive’s employment is terminated without Cause or for Good Reason within the ninety (90) days immediately preceding or the twelve (12) months immediately following a Change in Control of the Company which Change in Control is consummated on or before the first anniversary of the effective date of this Agreement, the vesting of the Option and Stock Award shall be accelerated such that on the effective date of such termination fifty percent (50%) of the Option and Stock Award shares that are unvested as of the effective date of such termination shall be fully vested and immediately exercisable.

In Connection With a Change in Control. In the event that the Executive’s employment is terminated without Cause or for Good Reason within the ninety (90) days immediately preceding or the twelve (12) months immediately following a Change in Control (as defined belowin Section 4.5.3) of the Company which Change in Control is consummated after the first anniversary of the effective date of this agreementthe Prior Agreement, the vesting of the Option and the Stock Award shall be fully accelerated such that on the effective date of such termination one hundred percent (100%) of the Option and Stock Award shares shall be fully vested and immediately exercisable. Further, in the event that the Executive’s employment is terminated without Cause or for Good Reason within the ninety (90) days immediately preceding or the twelve (12) months immediately following a Change in Control of the Company which Change in Control is consummated on or before the first anniversary of the effective date of this the Prior Agreement, the vesting of the Option and Stock Award shall be accelerated such that on the effective date of such termination fifty percent (50%) of the Option and Stock Award shares that are unvested as of the effective date of such termination shall be fully vested and immediately exercisable.

In Connection With a Change in Control. In the event that the Executive’s employment is terminated without Cause or for Good Reason within the ninety (90) days immediately preceding or the twelve (12) months immediately following a Change in Control (as defined below) of the Company which Change in Control is consummated after the first anniversary of the effective date of this agreement, the vesting of the Option and the Stock Award shall be fully accelerated such that on the effective date of such termination one hundred percent (100%) of the Option and Stock Award shares shall be fully vested and immediately exercisable. Further, in the event that the Executive’s employment is terminated without Cause or for Good Reason within the ninety (90) days immediately preceding or the twelve (12) months immediately following a Change in Control of the Company which Change in Control is consummated on or before the first anniversary of the effective date of this Agreement, the vesting of the Option and Stock Award shall be accelerated such that on the effective date of such termination fifty percent (50%) of the Option and Stock Award shares that are unvested as of the effective date of such termination shall be fully vested and immediately exercisable.