Notwithstanding anything to the contrary contained herein, subject to the Award Agreement, immediately prior to the consummation of a Change in Control, the Board shall (in its reasonable discretion), with respect to any or all of the Awards that are outstanding and vested at such time, take any of the following actions in any combination (consistent with the requirements of Section 409A of the Code): (a) provide for the assumption, substitution or continuation of such vested Awards, (b) if the Fair Market Value of the underlying Award Stock as of the consummation of the Change in Control is less than the exercise price associated with a vested Option or if an Award cannot be exercised, unilaterally terminate all or any portion of such vested Option for no consideration, and/or (c) as to any vested Awards that are not assumed, substituted or continued pursuant to clause (a) or cancelled pursuant to clause (b), cancel such Awards in exchange for a payment of cash equal to the Fair Market Value of the underlying Award Stock as of the consummation of the Change in Control, minus the exercise price associated with respect to such vested Options. Notwithstanding the foregoing, any escrow, holdback, earnout or similar provisions in the definitive documents relating to such Change in Control may apply to any payment to the holders of Awards to the same extent and in the same manner as such provisions apply to the holders of Capital Stock or Common Stock.  For clarity, all Awards that are not exercised, assumed, substituted or continued will be canceled pursuant to clause (b) or clause (c) upon the consummation of a Change in Control.