Common use of Alternative Options Clause in Contracts

Alternative Options. Notwithstanding Sections 7(a) and 7(b), no cancellation, termination, acceleration of exercisability or vesting or settlement or other payment shall occur with respect to any Option if the Committee (as constituted immediately prior to the consummation of the transaction constituting the Change in Control) reasonably determines, in good faith, prior to the Change in Control that the Options shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted Option being hereinafter referred to as an “Alternative Option”) by the New Employer, provided that any Alternative Options must: (i) be based on shares of voting capital stock that are traded on an established U.S. securities market; (ii) provide the Grantee with rights and entitlements substantially equivalent to the rights and entitlements applicable under the terms of the Options immediately prior to the consummation of the transaction constituting the Change in Control, including, but not limited to, an identical exercise and vesting schedule and identical timing and methods of exercise or payment; (iii) have substantially equivalent economic value to the Options (determined at the time of the Change in Control); (iv) 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 any conditions on the Grantee’s rights under, or any restrictions on transfer or exercisability applicable to, each such Alternative Option shall be waived or shall lapse, as the case may be; and (v) not be subject to the requirements of section 409A of the Code.