Common use of Options and Restricted Stock Clause in Contracts

Options and Restricted Stock. Any options or restricted stock awarded to Executive shall, in the event of a termination of Executive’s employment and except as otherwise provided in this Article 3, be governed by the provisions of the applicable award agreement; provided that the accelerated vesting and stock option exercise provisions of this Article 3 shall, if triggered, control in the event of any inconsistency with any such agreement and the stock option or stock restriction plan and all related agreements. Notwithstanding anything herein to the contrary, upon the occurrence of a Change of Control all unvested restricted shares of Company stock held by Executive subject to performance-based vesting provisions shall hereby be amended to eliminate such performance-based vesting provisions and substitute time-based vesting provisions on the basis that such unvested shares shall vest ratably over the period commencing on the date of the Change of Control and ending on the last day of the measuring period to be used for determining whether the performance criteria would have been satisfied.

Options and Restricted Stock. Any options or restricted stock awarded to Executive shall, in the event of a termination of Executive’s employment and except as Xxxxx Xxxxxxxxxxx otherwise provided in this Article 3, be governed by the provisions of the applicable award agreement; provided that the accelerated vesting and stock option exercise provisions of this Article 3 shall, if triggered, control in the event of any inconsistency with any such agreement and the stock option or stock restriction plan and all related agreements. Notwithstanding anything herein to the contrary, upon the occurrence of a Change of Control all unvested restricted shares of Company stock held by Executive subject to performance-based vesting provisions shall hereby be amended to eliminate such performance-based vesting provisions and substitute time-based vesting provisions on the basis that such unvested shares shall vest ratably over the period commencing on the date of the Change of Control and ending on the last day of the measuring period to be used for determining whether the performance criteria would have been satisfied.

Options and Restricted Stock. Any options or restricted stock awarded to Executive shall, in the event of a termination of Executive’s employment and except as otherwise provided above in this Article 34 or Section 3.3, be governed by the provisions of the applicable award agreement; provided that the accelerated vesting and stock option exercise provisions of this Article 3 4 or Section 3.3 shall, if triggered, control in the event of any inconsistency with any such agreement and the stock option or stock restriction plan and all related agreements. Notwithstanding anything herein to the contrary, upon the occurrence of a Change of Control all unvested restricted shares of Company stock held by Executive subject to performance-based vesting provisions shall hereby be amended to eliminate such performance-based vesting provisions and substitute time-based vesting provisions on the basis that such unvested shares shall vest ratably over the period commencing on the date of the Change of Control and ending on the last day of the measuring period to be used for determining whether the performance criteria would have been satisfied.