For example, if company ABC and XYZ are both selling for $ 50 a
share, one might be far more expensive than the other depending
upon the
underlying profits and growth rates
of each
stock.
With respect to Awards granted to an Outside Director that are assumed or substituted for, if on the date
of or following such assumption or substitution the Participant's status as a Director or a director
of the successor corporation, as applicable, is terminated other than
upon a voluntary resignation by the Participant (unless such resignation is at the request
of the acquirer), then the Participant will fully vest in and have the right to exercise Options and / or
Stock Appreciation Rights as to all
of the
Shares underlying such Award, including those
Shares which would not otherwise be vested or exercisable, all restrictions on Restricted
Stock and Restricted
Stock Units will lapse, and, with respect to Awards with performance - based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100 %)
of target levels and all other terms and conditions met.