Accelerated Vesting Sample Clauses
The Accelerated Vesting clause allows for the immediate or faster vesting of equity or stock options under certain predefined circumstances, such as a company acquisition or termination without cause. Typically, this means that employees or stakeholders who would otherwise have to wait for their shares to vest over a set schedule can receive full or partial ownership sooner if a triggering event occurs. This clause is designed to protect the interests of employees or option holders by ensuring they are not disadvantaged by major corporate events, thereby providing security and incentivizing retention.
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Accelerated Vesting. (a) In the event of any Corporate Transaction, the Option Shares at the time subject to this option but not otherwise vested shall automatically vest in full so that this option shall, immediately prior to the effective date of the Corporate Transaction, become exercisable for all of the Option Shares as fully-vested shares and may be exercised for any or all of those Option Shares as vested shares. However, the Option Shares shall not vest on such an accelerated basis if and to the extent: (i) this option is assumed by the successor corporation (or parent thereof) in the Corporate Transaction and the Corporation’s repurchase rights with respect to the unvested Option Shares are assigned to such successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice.
(b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) in connection with the Corporate Transaction.
(c) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Corporate Transaction, the successor corporation may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Corporate Transaction.
(d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, ...
Accelerated Vesting. Notwithstanding the terms of any Award Agreement heretofore or hereafter granted to the Executive, in the event of a Change of Control, all Options and Restricted Stock granted to the Executive which do not constitute deferred compensation for Code Section 409A purposes shall become fully vested on the date of the Change of Control. The Executive shall have the right to exercise any such Options in a manner provided for in the applicable Award Agreement. In the event of any conflict between the terms of this Section 9(a) and the terms of any Award Agreement granted to the Executive, the terms of this Section 9(a) shall control and govern.
Accelerated Vesting. If Employee’s employment with the Company is terminated before the Vesting Date by reason of death or Disability [as defined in Section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended or restated from time to time (the “Code”)], the interests of the Participant in the Units shall vest as to a prorata portion of the Units. The prorata portion shall be measured by months elapsed from the date of this Agreement to the date of death or date of Disability, as compared to the number of months from the date of this Agreement to the Vesting Date for each 20% portion of the Units.
Accelerated Vesting. (a) On the Termination Date, stock options for the purchase of the Company’s securities held by you as of the Termination Date and not then exercisable shall immediately become exercisable in full. The options to which this accelerated vesting applies shall remain exercisable until the earlier of (a) the end of the 90-day period immediately following the later of (i) the Termination Date or (ii) the date of the Change of Control and (b) the date the stock option(s) would otherwise expire; and
(b) On the Termination Date, the Company’s lapsing repurchase right with respect to shares of restricted stock held by you shall lapse in full (subject to your making satisfactory arrangements with the Company providing for the payment to the Company of all required withholding taxes). Notwithstanding anything to the contrary in this Agreement, the terms of any option agreement or restricted stock agreement shall govern the acceleration, if any, of vesting or lapsing of the Company’s repurchase rights and period of exercisability of such awards, as applicable, except to the extent that the terms of this Agreement are more favorable to you.
Accelerated Vesting. (a) If the Grantee’s membership on the Board terminates prior to the Vesting Date and the date of a Change in Control as a result of the Grantee’s (i) death, (ii) disability within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”)) or (iii) attainment of mandatory retirement age for Board members, then a pro-rata number of Restricted Stock Units shall be vested on the date of such termination. The pro-rata number of Restricted Stock Units shall equal the product of: (A) the number of Restricted Stock Units subject to this Agreement; multiplied by (B) a fraction, the numerator of which is equal to the number of days from the Grant Date through the date of such termination of membership on the Board, and the denominator of which is equal to the number of days from the Grant Date through the Vesting Date. In the event of such pro-rata vesting, any Restricted Stock Units (and related Dividend Equivalent Rights (as defined below)) subject to this Agreement that do not vest pursuant to this §3(a) shall terminate and be completely forfeited on such date.
(b) If there is a Change in Control followed by the involuntary termination of the Grantee’s membership on the Board prior to the Vesting Date, and if such termination is not a Termination for Cause (as defined below), then all Restricted Stock Units (and related Dividend Equivalent Rights) subject to this Agreement shall become vested on the date of such termination.
(c) If the Grantee’s membership on the Board terminates prior to the Vesting Date for any reason other than those described in § 3(a) or § 3(b), then any Restricted Stock Units that are not then vested (and related Dividend Equivalent Rights) shall be completely forfeited on the date of such termination.
(d) For purposes of this Agreement, the following terms shall have the meanings set forth below:
Accelerated Vesting. Notwithstanding any other term or provision of the Award Documentation but subject to the provisions of the Plan, the Committee shall be authorized, in its sole discretion, to accelerate the vesting of all or any portion of the RSUs under the Award Documentation, at such times and upon such terms and conditions as the Committee shall deem advisable.
Accelerated Vesting. Unless specifically provided otherwise in the applicable equity award agreement, in addition to any other right of acceleration that may be provided pursuant to any equity award plan or agreement pursuant to which Executive has been granted an equity award by the Company, if Executive’s employment is terminated due to an Involuntary Termination, the vesting of any equity awards granted by the Company to Executive shall accelerate such that such equity awards shall become vested as to an additional twelve (12) months, effective as of the date of such Involuntary Termination, to the extent that such equity awards are outstanding and unvested as of the date of such Involuntary Termination; provided that if such Involuntary Termination occurs immediately prior to or within twelve (12) months after a Change of Control (as defined below), then the vesting of all such equity awards shall be accelerated completely so that such equity awards shall become fully vested, effective as of the date of such Involuntary Termination, to the extent that such equity awards are outstanding and unvested as of the date of such Involuntary Termination. For the avoidance of any doubt, this Section shall prevail over any provision in an equity award agreement providing that unvested equity awards shall terminate or be forfeited as of the date of such termination, and any such provision shall be inoperative to the extent it is in conflict with this Section.
Accelerated Vesting. (a) In the event of any Change in Control, the Option Shares at the time subject to this option but not otherwise vested shall automatically vest in full so that this option shall, immediately prior to the effective date of the Change in Control, become exercisable for all of the Option Shares as fully-vested shares and may be exercised for any or all of those Option Shares as vested shares. However, the Option Shares shall not vest on such an accelerated basis if and to the extent: (i) this option is assumed by the successor corporation (or parent thereof) in the Change in Control and the Company’s repurchase rights with respect to the unvested Option Shares are assigned to such successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested Option Shares at the time of the Change in Control (the excess of the Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the same Vesting Schedule applicable to those unvested Option Shares as set forth in this Option Agreement.
(b) Immediately following the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) in connection with the Change in Control.
(c) If this option is assumed in connection with a Change in Control, then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Company’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control.
(d) Upon an Involuntary Termination of Optionee’s Service within eighteen (18) months following a Change in Control in which this option is assumed or repl...
Accelerated Vesting. The vesting of outstanding Units will be accelerated under the circumstances provided below:
Accelerated Vesting. All of the Executive’s unvested awards under the Company’s stock award plans shall automatically and immediately vest in full upon the occurrence of a Change in Control.