Vesting Acceleration. The remaining unvested portion of any such stock options or stock awards held by the Officer as of the effective date of the employment termination shall automatically be accelerated so as to become completely vested and exercisable (and any such right of repurchase or forfeiture provision shall lapse in full) as of the effective date of such termination; and

Acceleration of Vesting. In the event of a Change in Control, the Option, to the extent outstanding at that time but not otherwise fully exercisable, shall automatically accelerate so that the Option shall, immediately prior to the effective date of the Change in Control, become exercisable for all of the Shares at the time subject to the Option and may be exercised for any or all of those Shares as fully-vested Shares. No such acceleration of the Option, however, shall occur if and to the extent: # the Option is, in connection with the Change in Control, assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) or replaced with a comparable option to purchase shares of the capital stock of the successor corporation (or parent thereof) pursuant to the terms of the Change in Control or # the Option is replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Shares for which the Option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Shares over the aggregate Exercise Price payable for such Shares) and provides for subsequent pay-out in accordance with the same vesting schedule set forth in Section 2.1. The determination of option comparability under clause (i) shall be made by the Committee, and such determination shall be final, binding and conclusive.

A Participant’s vested interest in his Account will automatically be 100% upon the occurrence of the following events [while the Participant is an employee of the Employer]: [select the ones that are applicable]:

The Participant’s vested interest in his Account will automatically be 100% upon the occurrence of the following events [select the ones that are applicable]:

Acceleration of Vesting. Notwithstanding any other provision of this Award, any time-based Award shall become fully vested and all Restrictions applicable to such Award shall lapse in the event of a Change in Control event (as defined in [Section 2(h)] of the Plan) and the successor or acquiring corporation or an affiliate thereof does not assume or substitute for this Award in accordance with [Section 14(c)(i)] of the Plan. Should the successor or acquiring corporation or an affiliate thereof assume or substitute for the time-based Award in accordance with [Section 14(c)(i)] of the Plan, then no accelerated vesting or lapse of Restrictions of this Award shall apply, except as the Board may otherwise determine or as provided in an employment or other written agreement with the Participant.

Acceleration of Vesting. Notwithstanding the foregoing vesting schedule, all unvested Restricted Shares shall vest effective # immediately prior to a Reorganization Event involving the liquidation or dissolution of the Company (as defined in the Plan), and # immediately upon the Participant’s death if the Participant dies while he or she is an employee or officer of, or consultant or advisor to, the Company or any Subsidiary (an “Eligible Participant”).

Acceleration of Vesting. Notwithstanding any other provision of this Award, any time-based Award shall become fully vested and all Restrictions applicable to such Award shall lapse in the event of a Change in Control event (as defined in [Section 2(h)] of the Plan) and the successor or acquiring corporation or an affiliate thereof does not assume or substitute for this Award in accordance with [Section 14(c)(i)] of the Plan. Should the successor or acquiring corporation or an affiliate thereof assume or substitute for the time-based Award in accordance with [Section 14(c)(i)] of the Plan, then no accelerated vesting or lapse of Restrictions of this Award shall apply, except as the Board may otherwise determine or as provided in an employment or other written agreement with the Participant.

Acceleration of Vesting. Notwithstanding any other provision of this Award, the Award shall become fully vested and all Restrictions applicable to such Award shall lapse in the event of a Change in Control event and the successor or acquiring corporation or an affiliate thereof does not assume or substitute for this Award in accordance with [Section 14(c)(i)] of the Plan. Should the successor or acquiring corporation or an affiliate thereof assume or substitute for this Award in accordance with [Section 14(c)(i)] of the Plan, then no accelerated vesting or lapse of Restrictions of this Award shall apply, except as the Board may otherwise determine or as provided in a written agreement with the Participant.

Acceleration of Vesting. Notwithstanding any other provision of this Award, with regard to any performance-based Award, in the event of a Change in Control event, the performance conditions will be deemed to have been achieved at the target level and the Participant will be deemed to have earned the target number of PSUs that were subject to the Award.

Acceleration of Vesting. Notwithstanding Section 2.2, the RSUs will become fully Vested upon the occurrence of either: