Common use of Vesting Upon Change in Control Clause in Contracts

Vesting Upon Change in Control. Notwithstanding anything to the contrary in this Agreement, including Section (D): (I) In the event of a Change in Control in which the acquiring or surviving company in the transaction does not assume or continue outstanding Awards upon the Change in Control, then any portion of these Options that were not vested shall become 100 percent vested and exercisable effective immediately prior to the consummation of such Change in Control; and (II) If Grantee’s employment shall terminate within twenty-four months following a Change in Control other than for (i) Misconduct or for cause, as determined by the Corporation in its sole discretion, or (ii) voluntary termination, any Options not previously vested shall immediately become vested and exercisable upon such employment termination and such Options shall be exercisable until the earlier of: (1) the Expiration Date; or (2) one year from the date of termination.

Vesting Upon Change in Control. Notwithstanding anything to the contrary in this Agreement, including Section : (D): (Ii) In in the event of a Change in Control in which the acquiring or surviving company in the transaction does not assume or continue outstanding Awards Options upon the Change in Control, then any portion of these Options that were are not vested shall become 100 percent vested and exercisable effective immediately prior to the consummation of such Change in Control; and and (IIii) If if the Grantee’s employment shall terminate terminates within twenty-four months following a Change in Control for any reason other than (x) by the Corporation for (i) Misconduct or for causeMisconduct, as determined by the Corporation in its sole discretion, or (iiy) by the Grantee’s voluntary terminationtermination that is not a Termination of Employment for Good Reason, as defined in the Change in Control Severance Plan for Senior Officers (if applicable to the Grantee), any Options not previously vested shall immediately become vested and exercisable upon such employment termination and such Options shall be exercisable until the earlier of: (1) the Expiration Date; or (2) one year from the date of termination.