Common use of Change in Control Transactions Clause in Contracts

Change in Control Transactions. In the event of any Change in Control, each option and each share of restricted stock awarded to Employee that is then outstanding shall, immediately prior to the specified effective date for the Change in Control, become 100% vested. Notwithstanding the foregoing, if and to the extent any Award is, in connection with the Change in Control, either continued in effect, assumed by the successor corporation (or parent thereof) or replaced with a comparable award relating to shares of the capital stock of the successor corporation (or its parent corporation), half (1/2) of the then unvested option(s) and/or restricted stock subject to such Award shall immediately prior to the effective date of the Change in Control, become vested, and the balance of such unvested option(s) and/or restricted stock shall continue to vest pursuant to the terms of the applicable Award Agreement. In the event Employee's employment is terminated by Aptimus other than for Cause or by Employee with Good Reason within one (1) year following such Change in Control, and such Award was continued, assumed or replaced in the Change in Control and was not otherwise accelerated at that time, all of the unvested option(s) and/or shares subject to such Award shall vest immediately upon such termination and be exercisable for a period of not less than the minimum period specified in the Plan under such circumstances. To the extent Awards are not continued or assumed by the successor corporation or an affiliate thereof, all unexercised Awards shall terminate and cease to remain outstanding immediately following the consummation of the Change in Control.