Common use of Alternative Options Clause in Contracts

Alternative Options. Notwithstanding Section 8(a), no cancellation, acceleration of exercisability, vesting or cash settlement or other payment shall occur with respect to the Options if the Board reasonably determines in good faith, prior to the occurrence of a Change in Control, that the Options shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted Options being hereinafter referred to as an "Alternative Options") by the New Employer, provided that any such Alternative Options must: (i) provide the Grantee with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under the Options, including, but not limited to, an identical or better exercise and vesting schedule, identical or better timing and methods of payment and, if the Alternative Options or the securities underlying them are not publicly traded, identical or better rights to require Holding or the New Employer to repurchase the Alternative Options; (ii) have substantially equivalent economic value to the Options (determined at the time of the Change in Control); and (iii) have terms and conditions which provide that in the event that the Grantee suffers an Involuntary Termination within two years following a Change in Control: (A) any conditions on the Grantee's rights under, or any restrictions on transfer or exercisability applicable to, each such Alternative Options shall be waived or shall lapse, as the case may be; or (B) the Grantee shall have the right to surrender such Alternative Options within 30 days following such termination in exchange for a payment in cash equal to the excess of the Fair Market Value of the Common Stock subject to the Alternative Options over the price, if any, that the Grantee would be required to pay to exercise such Alternative Options.

Alternative Options. Notwithstanding Section 8(a), no ------------------- cancellation, acceleration of exercisability, vesting or cash settlement or other payment shall occur with respect to the Options Option if the Board Committee reasonably determines in good faith, prior to the occurrence of a Change in Control, that the Options Option shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted Options Option being hereinafter referred to as an "Alternative OptionsOption") by the New Employer, provided that any such Alternative Options -------- Option must: (i) provide the Grantee with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under the OptionsOption, including, but not limited to, an identical or better exercise and vesting schedule, identical or better timing and methods of payment and, if the Alternative Options or the securities underlying them are not publicly traded, identical or better rights to require Holding the Company or the New Employer to repurchase the Alternative Options; (ii) have substantially equivalent economic value to the Options Option (determined at the time of the Change in Control); and (iii) have terms and conditions which provide that in the event that the Grantee suffers an Involuntary Termination within two years following a Change in Control: (A) any conditions on the Grantee's rights under, or any - restrictions on transfer or exercisability applicable to, each such Alternative Options Option shall be waived or shall lapse, as the case may be; or (B) the Grantee shall have the right to surrender such - Alternative Options Option within 30 days following such termination in exchange for a payment in cash equal to the excess of the Fair Market Value of the Common Stock equity security subject to the Alternative Options Option over the price, if any, that the Grantee would be required to pay to exercise such Alternative OptionsOption.

Alternative Options. Notwithstanding Section 8(a), no cancellation, acceleration of exercisability, vesting or cash settlement or other payment shall occur with respect to the Options if the Board reasonably determines in good faith, prior to the occurrence of a Change in Control, that the Options shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted Options being hereinafter referred to as an "Alternative Options") by the New Employersuccessor to the obligations of Holding under this Agreement following any such Change in Control, provided that any such Alternative Options must: (i) provide the Grantee with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under the Options, including, but not limited to, an identical or better exercise and vesting schedule, schedule and identical or better timing and methods of payment and, if the Alternative Options or the securities underlying them are not publicly traded, identical or better rights to require Holding or the New Employer to repurchase the Alternative Optionspayment; (ii) have substantially equivalent economic value to the Options (determined at the time of the Change in Control).; and (iii) have terms and conditions which provide that in the event that the Grantee suffers an Involuntary Termination within two years following a Change in Control: (A) any conditions on the Grantee's rights under, or any restrictions on transfer or exercisability applicable to, each such Alternative Options shall be waived or shall lapse, as the case may be; or (B) the Grantee shall have the right to surrender such Alternative Options within 30 days following such termination in exchange for a payment in cash equal to the excess of the Fair Market Value of the Common Stock subject to the Alternative Options over the price, if any, that the Grantee would be required to pay to exercise such Alternative Options.

Alternative Options. Notwithstanding Section 8(a), no cancellation, acceleration of exercisability, vesting or cash settlement or other payment shall occur with respect to the Options if the Board reasonably determines in good faith, prior to the occurrence of a Change in Control, that the Options shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted Options being hereinafter referred to as an "Alternative Options") by the New Employer, provided that any such Alternative Options must: (i) provide the Grantee with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under the Options, including, but not limited to, an identical or better exercise and vesting schedule, schedule and identical or better timing and methods of payment and, if the Alternative Options or the securities underlying them are not publicly traded, identical or better rights to require Holding or the New Employer to repurchase the Alternative Optionspayment; (ii) have substantially equivalent economic value to the Options (determined at the time of the Change in Control); and (iii) have terms and conditions which provide that in the event that the Grantee suffers an Involuntary Termination within two years following a Change in Control: (A) any conditions on the Grantee's rights under, or any restrictions on transfer or exercisability applicable to, each such Alternative Options shall be waived or shall lapse, as the case may be; or (B) the Grantee shall have the right to surrender such Alternative Options within 30 days following such termination in exchange for a payment in cash equal to the excess of the Fair Market Value of the Common Stock subject to the Alternative Options over the price, if any, that the Grantee would be required to pay to exercise such Alternative Options.

Alternative Options. Notwithstanding Section 8(a), no cancellation, acceleration of exercisability, vesting or cash settlement or other payment shall occur with respect to the Options Option if the Board Committee reasonably determines in good faith, prior to the occurrence of a Change in Control, that the Options Option shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted Options Option being hereinafter referred to as an "Alternative OptionsOption") by the New Employer, provided that any such Alternative Options Option must: (i) provide the Grantee with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under the OptionsOption, including, but not limited to, an identical or better exercise and vesting schedule, identical or better timing and methods of payment and, if the Alternative Options or the securities underlying them are not publicly traded, identical or better rights to require Holding the Company or the New Employer to repurchase the Alternative Options; (ii) have substantially equivalent economic value to the Options Option (determined at the time of the Change in Control); and (iii) have terms and conditions which provide that in the event that the Grantee suffers an Involuntary Termination within two years following a Change in Control: (A) any conditions on the Grantee's rights under, or any restrictions restriction on transfer or exercisability applicable to, each such Alternative Options Option shall be waived or shall lapse, as the case may be; or (B) the Grantee shall have the right to surrender such Alternative Options Option within 30 days following such termination in exchange for a payment in cash equal to the excess of the Fair Market Value of the Common Stock equity security subject to the Alternative Options Option over the price, if any, that the Grantee would be required to pay to exercise such Alternative OptionsOption.

Alternative Options. Notwithstanding Section 8(a___________________ Paragraph 7(a), no cancellation, acceleration of exercisability, vesting or cash settlement or other payment exercisability shall occur with respect to the Options any Option if the Board (or the appropriate committee thereof) reasonably determines in good faith, prior to the occurrence of a Change in Control, that the Options such Option shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted Options Option being hereinafter referred to as an "Alternative OptionsOption") by the New Employersuccessor in interest to the Company, provided that any such Alternative Options Option must:: ________ ____ (i) provide the Grantee Executive with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under the OptionsOption, including, but not limited to, an identical or better exercise and vesting schedule, schedule and identical or better timing and methods of payment and, if the Alternative Options or the securities underlying them are not publicly traded, identical or better rights to require Holding or the New Employer to repurchase the Alternative Optionspayment; (ii) have substantially equivalent economic value to the Options such Option (determined at the time of the Change in Control); and (iii) have terms and conditions which provide that that, in the event that Executive's employment is terminated by the Grantee suffers an Involuntary Company for any reason or is terminated by Executive pursuant to a Termination for Good Reason within two years following a Change in Control: , (A) _ any conditions on the GranteeExecutive's rights under, or any restrictions on transfer or exercisability applicable to, each such Alternative Options Option shall be waived or shall lapse, as the case may be; or be and (B) the Grantee Alternative _ Option shall have remain exercisable until the right to surrender second anniversary of the Change in Control or, if longer, for the period during which such Alternative Options within 30 days following such termination Option would otherwise be exercisable in exchange for a payment in cash equal to accordance with its terms or the excess provisions of the Fair Market Value of plan under which it is granted that permit the Common Stock subject longest post- termination exercise period for involuntary terminations (other than due to the Alternative Options over the pricedeath, if any, that the Grantee would be required to pay to exercise such Alternative Optionsdisability or retirement).

Alternative Options. Notwithstanding Section 8(a), no cancellation, acceleration of exercisability, vesting or cash settlement or other payment shall occur with respect to the Options Option if the Board Committee reasonably determines in good faith, prior to the occurrence of a Change in Control, that the Options Option shall be honored or assumed, or new rights substituted therefor (such honored, assumed assumed, or substituted Options Option being hereinafter referred to as an "Alternative OptionsOption") by the New Employer, provided that any such Alternative Options Option must: (i) provide the Grantee with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under the OptionsOption, including, but not limited to, an identical or better exercise and vesting schedule, identical or better timing and methods of payment and, if the Alternative Options or the securities underlying them are not publicly traded, identical or better rights to require Holding International or the New Employer to repurchase the Alternative Options; (ii) have substantially equivalent economic value to the Options Option (determined at the time of the Change in Control); and (iii) have terms and conditions which provide that in the event that the Grantee suffers an Involuntary Termination within two years following a Change in Control: (A) any conditions on the Grantee's rights under, or any restrictions on transfer or exercisability applicable to, each such Alternative Options Option shall be waived or shall lapse, as the case may be; or (B) the Grantee shall have the right to surrender such Alternative Options Option within 30 days following such termination in exchange for a payment in cash equal to the excess of the Fair Market Value of the Common Stock equity security subject to the Alternative Options Option over the price, if any, that the Grantee would be required to pay to exercise such Alternative OptionsOption.