Common use of Upon Change in Control Clause in Contracts

Upon Change in Control. (a) In the event of a Change in Control, as defined in the Plan, except as set forth subsection 9(c) below, and upon your subsequent involuntary termination from employment with the Company or its successor corporation without Cause, the vesting and exercisability of all unvested outstanding stock options granted hereunder will be accelerated in full. For purposes of this Section 9, “Cause” shall be defined solely as one or more of the following: (i) the eligible employee’s commission of any felony related to the company or its business or any crime involving fraud or moral turpitude under the laws of the United States or any state thereof or of any foreign jurisdiction where the eligible employee is employed; (ii) the eligible employee’s attempted commission of, or participation in, a fraud against the Company; (iii) the eligible employee’s unauthorized use or disclosure of the Company’s confidential information or trade secrets; (iv) the eligible employee’s willful failure to substantially perform his or her duties and responsibilities owed to the Company; provided, however, that the conduct described under clause (iv) above will only constitute Cause if such conduct is not cured, within 15 days after the eligible employee’s receipt of written notice from the Company or the Board of Directors specifying the particulars of the conduct that may constitute Cause. (b) In the event of your Constructive Termination (as defined below) within twelve (12) months after a Change in Control, as defined in the Plan, except as set forth in subsection 9(c) below, the vesting and exercisability of all unvested outstanding stock options granted hereunder will be accelerated in full. For purposes of this Agreement, “Constructive Termination” shall be defined as:

Upon Change in Control. (a) In the event of a Change in Control, as defined in the Plan, except as set forth subsection 9(c10(c) below, and upon your subsequent involuntary termination from employment with the Company or its successor corporation without Cause, the vesting and exercisability of all unvested outstanding stock options granted hereunder will be accelerated in full. For purposes of this Section 910, “Cause” shall be defined solely as one or more of the following: (i) the eligible employee’s commission of any felony related to the company or its business or any crime involving fraud or moral turpitude under the laws of the United States or any state thereof or of any foreign jurisdiction where the eligible employee is employed; (ii) the eligible employee’s attempted commission of, or participation in, a fraud against the Company; (iii) the eligible employee’s unauthorized use or disclosure of the Company’s confidential information or trade secrets; (iv) the eligible employee’s willful failure to substantially perform his or her duties and responsibilities owed to the Company; provided, however, that the conduct described under clause (iv) above will only constitute Cause if such conduct is not cured, within 15 days after the eligible employee’s receipt of written notice from the Company or the Board of Directors specifying the particulars of the conduct that may constitute Cause. (b) In the event of your Constructive Termination (as defined below) within twelve (12) months after a Change in Control, as defined in the Plan, except as set forth in subsection 9(c10(c) below, the vesting and exercisability of all unvested outstanding stock options granted hereunder will be accelerated in full. For purposes of this Agreement, “Constructive Termination” shall be defined as: