Common use of Change in Control Transaction Clause in Contracts

Change in Control Transaction. At any time prior to the date of consummation of a Change in Control Transaction, the Committee may, in its absolute discretion, determine that all or any part of the Options granted under this Article II shall become immediately exercisable in full and may thereafter be exercised at any time before the date of consummation of the Change in Control Transaction (except as otherwise provided in Article II hereof, and except to the extent that such acceleration of exercisability would result in an “excess parachute payment” within the meaning of Section 280G of the Code). To the extent this Option has not been fully exercised before the date of consummation of the Change in Control Transaction, it shall terminate on such date, unless a provision has been made in writing in connection with such transaction for the assumption of this Option, or the substitution for this Option of options to acquire the voting stock of a successor employer corporation, or a parent or a subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices, in which event this Option shall continue in the manner and under the terms so provided.