Common use of Acceleration and Termination of Option Clause in Contracts

Acceleration and Termination of Option. (a) In the event of one or more of the following stockholder-approved transactions (a "Corporate Transaction"): (i) a merger or acquisition in which the Corporation is not the surviving entity, except for a transaction the principal purpose of which is to change the State of the Corporation's incorporation, (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Corporation to any entity other than a parent or subsidiary of the Corporation, or (iii) any reverse merger in which the Corporation is the surviving entity but in which fifty percent (50%) or more of the Corporation's outstanding voting stock is transferred to holders different from those who held such stock immediately prior to such merger, then, to the extent this option is not otherwise at the time fully exercisable (as provided in the Grant Notice), the exercisability of this option shall automatically be accelerated so that such option shall immediately prior to the specified effective date for the Corporate Transaction, become fully exercisable with respect to the total number of Optioned Shares and may be exercised for all or any portion of such shares as fully-vested shares. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is in connection with the Corporate Transaction, either to be assumed by the successor corporation or parent thereof or be replaced with a comparable option to purchase shares of the capital stock of the successor corporation or parent thereof or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the option spread at the time of the Corporate Transaction and provides for payout upon the same vesting schedule applicable to this option. The determination of comparability under clause (i) shall be made by the Plan Administrator and its determination shall be final, binding and conclusive. (b) This option, to the extent not previously exercised, shall terminate upon the consummation of such Corporate Transaction and cease to be exercisable, except to the extent expressly assumed by the successor corporation or parent thereof. (c) This option shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Acceleration and Termination of Option. (a) In the event of one or more of the following stockholder-approved transactions (a "Corporate Transaction"): (i) a merger or acquisition in which the Corporation is not the surviving entity, except for a transaction the principal purpose of which is or its shareholders enter into an agreement to change the State of the Corporation's incorporation, (ii) the sale, transfer or other disposition dispose of all or substantially all of the assets or outstanding capital stock of the Corporation to any entity other than a parent or subsidiary by means of the Corporationsale, or (iii) any reverse merger in which the Corporation is the surviving entity but in which fifty percent (50%) or more of the Corporation's outstanding voting stock is transferred to holders different from those who held such stock immediately prior to such merger, thenreorganization or liquidation, to then this Option, if outstanding at such time, shall become exercisable during the extent this option is not otherwise at the time fully exercisable fifteen (as provided in the Grant Notice), the exercisability of this option shall automatically be accelerated so that such option shall 15) days immediately prior to the specified effective date for the Corporate Transactionscheduled consummation of such sale, become fully exercisable merger, reorganization or liquidation, with respect to the total full number of Optioned Shares and may be exercised for all or any portion of such shares as fully-vested sharesat the time covered by this Option. No such acceleration of this optionexercise dates shall occur, however, shall occur if and the terms of the agreement provide as a prerequisite to the extent: consumption of such sale, merger, reorganization or liquidation that outstanding options under nonqualified Stock Option Agreements (iincluding this Option) this option is in connection with the Corporate Transaction, are either to be assumed by the successor corporation or parent thereof or are to be replaced with a comparable option options to purchase shares of the capital stock of the successor corporation or parent thereof thereof, and that any such exercise of an option during such fifteen (15) day period shall be conditioned upon the consummation of such transaction, except to the extent that an Optionee may indicate, in writing, that such exercise is unconditional with regard to all or (ii) this option is to be replaced with a cash incentive program part of the successor corporation which preserves the option spread at the time unaccelerated portion of the Corporate Transaction and provides for payout upon the same vesting schedule applicable to this optionOption. The determination of such comparability under clause (i) shall be made by the Plan Administrator Board and its determination shall be final, binding and conclusive. (b) This option, to the extent not previously exercised, shall terminate upon the . Upon consummation of such Corporate Transaction and cease to be exercisablesale, except to the extent expressly merger, reorganization or liquidation, this Option (whether or not accelerated) shall terminate, unless assumed by the successor corporation or parent thereof. (cb) This option Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change make changes in its capital or business structure or to merge, consolidate, dissolve, liquidate or liquidate, sell or transfer all or any part of its business or assets.