Change in Control IPO shall mean the Company has equity securities that are readily tradable on an established securities market or otherwise within the meaning of Q&A 6 of Treasury Regulation 1.280G-1. In the event that, prior to a Change in Control IPO, any Aggregate Payment becomes subject to the Excise Tax, the Executive will have the option (to be exercised in his sole discretion) to waive any portion of any payments or benefits due hereunder or under any other plan, program or agreement of the Company or any of its affiliates in order to avoid any such Excise Tax. The Company shall, in conformity with the requirements set forth at Q&A 7 of Treas. Reg. Section 1.280G-1, use its best efforts to seek approval from the stockholders of the Company of payment of such payments or benefits.
The Option shall be exercisable on the terms and conditions hereinafter set forth: (a) The Option shall (A) become exercisable at a rate of one-third (333%) on each of the first three anniversaries of the Date of Grant, and (B) become exercisable earlier than in (A) above upon a Change in Control, IPO of the Corporation or Employee's death or Disability to the extent provided in the Employee's employment agreement, as in effect on the date hereof.
For purposes of this Agreement, "Liquidity Event" means the first to occur of a Change in Control, IPO, or a dissolution of the Company.