Common use of Termination, Relocation or Reduced Position Clause in Contracts

Termination, Relocation or Reduced Position. (a) Termination or Reduced Position Following a Change of Control. If within twelve (12) months after a Change of Control, (i) the Officer's employment with the Company is terminated without Cause by the Surviving Entity or the Company or (ii) the Officer is relegated without Cause to a Reduced Position in the Surviving Entity or Company (each an "Acceleration Event"), then the Officer's vesting of stock options or lapsing of the right of repurchase by the Company or Surviving Entity shall, subject to Section 5 below, immediately vest with respect to 100% of the total number of shares which are unvested as of the date of the Acceleration Event and shall become fully exercisable for the period prescribed by the terms of such options, provided, however, that if it is determined by the Company's independent public accountants that such acceleration would preclude accounting for the Change of Control as a pooling of interests for financial accounting purposes, and it is a condition to the closing of the Change of Control that the transaction be accounted for as a pooling of interests, then the vesting and exercisability of Officer's stock options, if any, shall not accelerate pursuant to this Section 4(a).