Change in Control Event. Notwithstanding the provisions of [Section 10(b)(2)(i)], except to the extent specifically provided to the contrary in the instrument evidencing the Award or any other agreement between the Participant and the Company, each Award shall become immediately vested, exercisable, or free from forfeiture, as applicable, if on or prior to the first anniversary of the date of the consummation of a Change in Control Event, the Participant’s service with the Company or a successor corporation is terminated without Cause by the Company or the successor corporation or is terminated for Good Reason by the Participant.

Change in Control. An Award may be subject to additional acceleration of vesting and exercisability upon or after a Change in Control as may be provided in the agreement for such Award or as may be provided in any other written agreement between the Company or any Affiliate and the Participant. An Award may vest as to all or any portion of the shares subject to the Award # immediately upon the occurrence of a Change in Control, whether or not such Award is assumed, continued, or substituted by a surviving or acquiring entity in the Change in Control, or # in the event a Participant’s Continuous Service is terminated, actually or constructively, within a designated period following the occurrence of a Change in Control. In the absence of such provisions, no such acceleration shall automatically occur.

Change in Control. The following provisions will apply to Awards in the event of a Change in Control unless otherwise provided in the Award Agreement or any other written agreement between the Company or any Affiliate and the Participant or unless otherwise expressly provided by the Board at the time of grant of an Award. If a Change in Control occurs and as of, or within twelve (12) months after, the effective time of such Change in Control a Participant’s Continuous Service terminates due to an involuntary termination (not including death or Disability) without Cause, then, as of the date of the involuntary termination of the Participant’s Continuous Service, the vesting and exercisability (if applicable) of each then outstanding Award held by the Participant shall be accelerated to the extent of fifty percent (50%) of the then unvested portion of each such outstanding Award. As a condition of a Participant’s entitlement to the vesting acceleration described in this Section 9(d), the Participant may be required to execute a release of claims and/or other related termination agreements with the Company.

The Award shall become fully vested upon the occurrence of a Change in Control Event that occurs prior to the Participant’s Date of Termination.

Change of Control. Subject to the immediately following paragraph, in the event of a merger of the Company with or into another corporation or other entity or a Change of Control, each outstanding Award will be treated as the Board of Directors determines, including, without limitation, that # Awards may be assumed, or substantially equivalent Awards will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; # upon written notice to a Participant, that the Participant’s Awards will terminate upon or immediately prior to the consummation of such merger or Change of Control; # outstanding Awards will vest and become exercisable, realizable, or payable, or restrictions applicable to an Award will lapse, in whole or in part prior to or upon consummation of such merger or Change of Control, and, to the extent the Board of Directors determines, terminate upon or immediately prior to the effectiveness of such merger or Change of Control; (iv) (A) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Board of Directors determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment), or # the replacement of such Award with other rights or property selected by the Board of Directors in its sole discretion; or # any combination of the foregoing. In taking any of the actions permitted under this [subparagraph (c)], the Board of Directors will not be required to treat all Awards similarly in the transaction.

2.2Change in Control Event. Notwithstanding any other provision to the contrary contained herein or in the Plan, upon the occurrence of a Change in Control Event, the Option, to the extent then outstanding and unvested, shall accelerate and become fully vested and exercisable as of (or, as may be necessary to effectuate the purposes of this acceleration, immediately prior to) the date of the Change in Control Event. For purposes of the Option, a “Change in Control Event” shall be deemed to have occurred as of the first day, after the Award Date, that any one or more of the following conditions shall have been satisfied: