Exercise Upon Change of Control. In the event of a Change of Control, this Option shall become fully vested. Upon a Change of Control, Options will be eligible for exercise; provided, however, # in the event of a merger or consolidation, the Options will be cashed out pursuant to [Section 8] of the Plan, and # in the event of a Change of Control not constituting a merger or consolidation, Options will be cashed out by the Company upon exercise after a Change of Control, except as provided in an agreement governing a merger or consolidation.

Exercise Upon Change ofin Control. In the event of a Change in Control, the effect of Control, this Optionthe Change in Control on the Options shall become fully vested. Upon abe determined by the applicable provisions of the Plan (including, without limitation, [Article 11] of the Plan), provided that # to the extent the Options are assumed or substituted by the successor company in connection with the Change of Control,in Control (or the Options will be eligible for exercise; provided, however, #are continued by Company if it is the ultimate parent entity after the Change in the event of a merger or consolidation,Control), the Options will vest and become fully exercisable in accordance with [clause (i) of Section 11.2(a)] of the Plan if within twenty-four (24) months following the date of the Change in Control Participant’s service as a Director of the Company is terminated for any reason other than by reason of removal for Cause, and any vested Options (either vested prior to the Change in Control or accelerated by reason of this Section 5(c)) may be cashed outexercised for a period of twenty-four (24) months after the date of such termination of service (but in no event later than the Option Expiration Date); and # any portion of the Options which vests and becomes exercisable pursuant to [Section 8]11.2(b)] of the Plan as a result of such Change in Control will # vest and become exercisable on the day prior to the date of the Change in Control if Participant is then a member of the Company’s Board and # terminate on the date of the Change in Control. For purposes of [Section 11.2] # of the Plan, the Options shall not be deemed assumed or substituted by a successor company (or continued by Company if it is the ultimate parent entity after the Change in Control) if the Options are not assumed, substituted or continued with equity securities of the successor company or Company, as applicable, that are publicly-traded and #listed on an exchange in the eventUnited States and that have voting, dividend and other rights, preferences and privileges substantially equivalent to the Shares. If the Options are not deemed assumed, substituted or continued for purposes of a[Section 11.2(a)] of the Plan, the Options shall be deemed not assumed, substituted or continued and governed by [Section 11.2(b)] of the Plan. Notwithstanding the foregoing, if on the date of the Change in Control the Fair Market Value of one Share is less than the Exercise Price per Share, then the Options shall terminate as of the date of the Change in Control not constituting a merger or consolidation, Options will be cashed outexcept as otherwise determined by the Company upon exercise after a Change of Control, except as provided in an agreement governing a merger or consolidation.Committee.

ExerciseAcceleration of Exercisability Upon Change ofin Control. In the event of a Change of Control,in Control (as defined in the Plan), any outstanding Option granted under this OptionAgreement not previously vested and exercisable shall become fully vested. Upon a Change of Control, Options will be eligible for exercise; provided, however, # in the event of a mergervested and exercisable and shall remain exercisable thereafter until they are either exercised or consolidation, the Options will be cashed out pursuant to [Section 8] of the Plan, and # in the event of a Change of Control not constituting a merger or consolidation, Options will be cashed outexpire by the Company upon exercise after a Change of Control, except as provided in an agreement governing a merger or consolidation.their terms.