Common use of Accelerated Vesting of Equity Awards Clause in Contracts

Accelerated Vesting of Equity Awards. With respect to a termination of employment under this Section 5 and as otherwise provided in this Employment Agreement, the benefits under this Section 5.3 shall consist of the following: (a) All equity or equity-based awards held by the Executive at termination of employment, including but not limited to, stock options, restricted stock, and restricted stock units, whether or not granted as performance-based awards, and which at the time of termination of employment are subject only to time-vesting based on service (the “Time Vested Awards”), shall become fully vested and non-forfeitable to the extent not already so vested; (b) Subject to Section 5.3(c) and the clarification described in the next sentence, with respect to all equity and equity-based awards held by the Executive at termination of employment which are subject to cancellation in the event the stated performance objectives are not satisfied, including but not limited to, stock options, restricted stock, and restricted stock units, and for which at the time of the Executive’s termination of employment, the performance objectives have not been satisfied (the “Performance-Based Awards”), the Performance-Based Awards shall become vested and non-forfeitable on a Pro-Rata Basis, but only if at the end of the performance period, the performance objectives are achieved; provided, however, that if the Executive’s resignation or termination under this Section 5 follows a Change in Control, the Performance-Based Awards outstanding as of such Change in Control and remaining outstanding as of the Executive’s resignation or termination under this Section 5 shall become fully vested and non-forfeitable. With respect to the provision for vesting and non-forfeiture of an award on a Pro-Rata Basis as described herein, only the performance periods under the award that have already commenced as of the Termination Date shall be taken into account to determine whether the performance objectives ultimately are achieved, and any performance period that has not commenced as of the Termination Date shall be disregarded for purposes of determining whether the award becomes vested and non-forfeitable on a Pro-Rata Basis; and (c) The amount of Performance-Based Awards eligible to become vested under Section 5.3(b) shall be determined by the level of achievement of the performance objectives; provided, however, that if the Performance-Based Award is becoming fully vested and non-forfeitable under Section 5.3(b) on account of a Change in Control, the earnings level shall not be conditioned on awaiting the end of the performance period and achievement of the performance objectives, and instead the performance objectives upon which the earning of the Performance-Based Award is conditioned shall be deemed to have been met at the greater of (i) target level at the Termination Date, or (ii) actual performance at the Termination Date. To the extent that any Performance-Based Award references and proclaims to supersede this Agreement, the provisions of such Equity Awards shall control and supersede this Section 5.3.

Accelerated Vesting of Equity Awards. With respect to a termination of employment under this Section 5 and as otherwise provided in this Employment Agreement, the benefits under this Section 5.3 shall consist of the following: (a) All equity or equityOne hundred percent (100%) of the Executive’s then-based awards held by the Executive at termination of employment, including but not limited to, outstanding and unvested stock options, restricted stock, and restricted stock units, whether or not granted as performance-based awards, and which at the time of termination of employment options that are subject only to time-based vesting based on service (the “Time Vested Awards”), shall will become fully vested and non-forfeitable to the extent not already so vestedin full; (b) Subject to Section 5.3(c) any and all service conditions imposed on the clarification described in the next sentence, with respect to all equity Executive’s then-outstanding and equity-based awards held by the Executive at termination of employment which are subject to cancellation in the event the stated unvested performance objectives are not satisfied, including but not limited to, stock options, restricted stock, and restricted stock units, and for which at the time shares will be waived as of the Executive’s termination of employment, the performance objectives have not been satisfied (the “Performance-Based Awards”), the Performance-Based Awards shall become vested and non-forfeitable on a Pro-Rata Basis, but only if at the end of the performance period, the performance objectives are achievedTermination Date; provided, however, that if an outstanding performance share is to be determined based on the achievement of performance criteria, then the performance share will be determined based on the actual performance and attainment of the performance criteria over the relevant performance period(s) and paid or delivered following the end of the relevant performance period(s) in accordance with the provisions of any applicable equity compensation plan and/or individual award agreement, but not later than March 15 of the calendar year following the calendar year following the end of the applicable performance period for each such award; (c) any and all service conditions imposed on the Executive’s resignation then-outstanding and unvested time-based restricted stock grant (or termination under this Section 5 follows a Change in Control, the Performance-Based Awards outstanding as of such Change in Control and remaining outstanding restricted stock unit grant) will be waived as of the Executive’s resignation or termination under this Section 5 shall become fully vested and non-forfeitable. With respect to the provision for vesting and non-forfeiture of an award on a Pro-Rata Basis as described herein, only the performance periods under the award that have already commenced as of the Termination Date shall be taken into account to determine whether the performance objectives ultimately are achieved, and any performance period that has not commenced as of the Termination Date shall be disregarded for purposes of determining whether the award becomes vested and non-forfeitable on a Pro-Rata Basis; and (c) The amount of Performance-Based Awards eligible to become vested under Section 5.3(b) shall be determined by the level of achievement of the performance objectivesDate; provided, however, that if an amount payable under an outstanding restricted stock grant (or restricted stock unit grant) is to be determined based on the Performance-Based Award is becoming fully vested achievement of performance criteria, then the restricted stock grant (or restricted stock unit grant) will be determined based on the actual performance and non-forfeitable under Section 5.3(battainment of the performance criteria over the relevant performance period(s) on account of a Change in Control, the earnings level shall not be conditioned on awaiting and paid or delivered following the end of the relevant performance period and achievement of the performance objectives, and instead the performance objectives upon which the earning of the Performance-Based Award is conditioned shall be deemed to have been met at the greater of (iperiod(s) target level at the Termination Date, or (ii) actual performance at the Termination Date. To the extent that any Performance-Based Award references and proclaims to supersede this Agreement, in accordance with the provisions of any applicable equity compensation plan and/or individual award agreement, but not later than March 15 of the calendar year following the calendar year following the end of the applicable performance period for each such Equity Awards shall control award; any and supersede this Section 5.3all service conditions imposed on the Executive’s then-outstanding and unvested performance Restricted Stock Units will be waived as of the Executive’s Termination Date; provided, however, that if settlement of any such outstanding Restricted Stock Units is to be determined based on the achievement of performance criteria, then settlement of such performance Restricted Stock Unit will be determined based on the actual performance and attainment of applicable performance criteria over the relevant performance period(s) and paid or delivered following the end of the relevant performance period(s) in accordance with the provisions of any applicable equity compensation plan and/or individual award agreement, but not later than March 15 of the calendar year following the calendar year following the end of the applicable performance period for each such Restricted Stock Unit award.

Accelerated Vesting of Equity Awards. With respect to a termination of employment under this Section 5 and as otherwise provided in this Employment Agreement, the benefits under this Section 5.3 shall consist of the following: (aA) All equity or equity-based awards held by the Executive at termination of employment, including but not limited to, stock options, restricted stock, and restricted stock units, whether or not granted as performance-based awards, and which at the time of termination of employment are subject only to time-vesting based on service One hundred percent (the “Time Vested Awards”), shall become fully vested and non-forfeitable to the extent not already so vested; (b100%) Subject to Section 5.3(c) and the clarification described in the next sentence, with respect to all equity and equity-based awards held by the Executive at termination of employment which are subject to cancellation in the event the stated performance objectives are not satisfied, including but not limited to, stock options, restricted stock, and restricted stock units, and for which at the time of the Executive’s termination of employment, the performance objectives have not been satisfied (the “Performancethen-Based Awards”), the Performanceoutstanding and unvested stock options that are subject to time-Based Awards shall based vesting will become vested in full; (B) any and nonall service conditions imposed on the Executive’s then-forfeitable on a Pro-Rata Basis, but only if at the end outstanding and unvested performance shares will be waived as of the performance period, the performance objectives are achievedExecutive’s Termination Date; provided, however, that if an outstanding performance share is to be determined based on the achievement of performance criteria, then the performance share will be determined based on the actual performance and attainment of the performance criteria over the relevant performance period(s) and paid or delivered following the end of the relevant performance period(s) in accordance with the provisions of any applicable equity compensation plan and/or individual award agreement, but not later than March 15 of the calendar year following the calendar year following the end of the applicable performance period for each such award; (C) any and all service conditions imposed on the Executive’s resignation then-outstanding and unvested time-based restricted stock grant (or termination under this Section 5 follows a Change in Control, the Performance-Based Awards outstanding as of such Change in Control and remaining outstanding restricted stock unit grant) will be waived as of the Executive’s resignation or termination under this Section 5 shall become fully vested and non-forfeitable. With respect to the provision for vesting and non-forfeiture of an award on a Pro-Rata Basis as described herein, only the performance periods under the award that have already commenced as of the Termination Date shall be taken into account to determine whether the performance objectives ultimately are achieved, and any performance period that has not commenced as of the Termination Date shall be disregarded for purposes of determining whether the award becomes vested and non-forfeitable on a Pro-Rata Basis; and (c) The amount of Performance-Based Awards eligible to become vested under Section 5.3(b) shall be determined by the level of achievement of the performance objectivesDate; provided, however, that if an amount payable under an outstanding restricted stock grant (or restricted stock unit grant) is to be determined based on the Performance-Based Award is becoming fully vested achievement of performance criteria, then the restricted stock grant (or restricted stock unit grant) will be determined based on the actual performance and non-forfeitable under Section 5.3(battainment of the performance criteria over the relevant performance period(s) on account of a Change in Control, the earnings level shall not be conditioned on awaiting and paid or delivered following the end of the relevant performance period and achievement of the performance objectives, and instead the performance objectives upon which the earning of the Performance-Based Award is conditioned shall be deemed to have been met at the greater of (iperiod(s) target level at the Termination Date, or (ii) actual performance at the Termination Date. To the extent that any Performance-Based Award references and proclaims to supersede this Agreement, in accordance with the provisions of any applicable equity compensation plan and/or individual award agreement, but not later than March 15 of the calendar year following the calendar year following the end of the applicable performance period for each such Equity Awards shall control award; (D) any and supersede this Section 5.3all service conditions imposed on the Executive’s then-outstanding and unvested performance Restricted Stock Units will be waived as of the Executive’s Termination Date; provided, however, that if settlement of any such outstanding Restricted Stock Units is to be determined based on the achievement of performance criteria, then settlement of such performance Restricted Stock Unit will be determined based on the actual performance and attainment of applicable performance criteria over the relevant performance period(s) and paid or delivered following the end of the relevant performance period(s) in accordance with the provisions of any applicable equity compensation plan and/or individual award agreement, but not later than March 15 of the calendar year following the calendar year following the end of the applicable performance period for each such Restricted Stock Unit award.

Accelerated Vesting of Equity Awards. With respect to a termination of employment under this Section 5 and as otherwise provided in this Employment Agreement, the benefits under this Section 5.3 shall consist of the following: a. One hundred percent (a100%) All equity or equity-based awards held by the Executive at termination of employment, including but not limited to, stock options, restricted stock, and restricted stock units, whether or not granted as performance-based awards, and which at the time of termination of employment are subject only to time-vesting based on service (the “Time Vested Awards”), shall become fully vested and non-forfeitable to the extent not already so vested; (b) Subject to Section 5.3(c) and the clarification described in the next sentence, with respect to all equity and equity-based awards held by the Executive at termination of employment which are subject to cancellation in the event the stated performance objectives are not satisfied, including but not limited to, stock options, restricted stock, and restricted stock units, and for which at the time of the Executive’s termination of employment, the performance objectives have not been satisfied (the “Performancethen-Based Awards”), the Performanceoutstanding and unvested stock options that are subject to time-Based Awards shall based vesting will become vested in full; b. any and nonall service conditions imposed on the Executive’s then-forfeitable on a Pro-Rata Basis, but only if at the end outstanding and unvested performance shares will be waived as of the performance period, the performance objectives are achievedExecutive’s Termination Date; provided, however, that if an outstanding performance share is to be determined based on the achievement of performance criteria, then the performance share will be determined based on the actual performance and attainment of the performance criteria over the relevant performance period(s) and paid or delivered following the end of the relevant performance period(s) in accordance with the provisions of any applicable equity compensation plan and/or individual award agreement, but not later than March 15 of the calendar year following the calendar year following the end of the applicable performance period for each such award; c. any and all service conditions imposed on the Executive’s resignation then-outstanding and unvested time-based restricted stock grant (or termination under this Section 5 follows a Change in Control, the Performance-Based Awards outstanding as of such Change in Control and remaining outstanding restricted stock unit grant) will be waived as of the Executive’s resignation or termination under this Section 5 shall become fully vested and non-forfeitable. With respect to the provision for vesting and non-forfeiture of an award on a Pro-Rata Basis as described herein, only the performance periods under the award that have already commenced as of the Termination Date shall be taken into account to determine whether the performance objectives ultimately are achieved, and any performance period that has not commenced as of the Termination Date shall be disregarded for purposes of determining whether the award becomes vested and non-forfeitable on a Pro-Rata Basis; and (c) The amount of Performance-Based Awards eligible to become vested under Section 5.3(b) shall be determined by the level of achievement of the performance objectivesDate; provided, however, that if an amount payable under an outstanding restricted stock grant (or restricted stock unit grant) is to be determined based on the Performance-Based Award is becoming fully vested achievement of performance criteria, then the restricted stock grant (or restricted stock unit grant) will be determined based on the actual performance and non-forfeitable under Section 5.3(battainment of the performance criteria over the relevant performance period(s) on account of a Change in Control, the earnings level shall not be conditioned on awaiting and paid or delivered following the end of the relevant performance period and achievement of the performance objectives, and instead the performance objectives upon which the earning of the Performance-Based Award is conditioned shall be deemed to have been met at the greater of (iperiod(s) target level at the Termination Date, or (ii) actual performance at the Termination Date. To the extent that any Performance-Based Award references and proclaims to supersede this Agreement, in accordance with the provisions of any applicable equity compensation plan and/or individual award agreement, but not later than March 15 of the calendar year following the calendar year following the end of the applicable performance period for each such Equity Awards shall control award; d. any and supersede this Section 5.3all service conditions imposed on the Executive’s then-outstanding and unvested performance Restricted Stock Units will be waived as of the Executive’s Termination Date; provided, however, that if settlement of any such outstanding Restricted Stock Units is to be determined based on the achievement of performance criteria, then settlement of such performance Restricted Stock Unit will be determined based on the actual performance and attainment of applicable performance criteria over the relevant performance period(s) and paid or delivered following the end of the relevant performance period(s) in accordance with the provisions of any applicable equity compensation plan and/or individual award agreement, but not later than March 15 of the calendar year following the calendar year following the end of the applicable performance period for each such Restricted Stock Unit award.

Accelerated Vesting of Equity Awards. With respect to a termination of employment under this Section 5 and as otherwise provided in this Employment Agreement, the benefits under this Section 5.3 shall consist of the following: (a) All equity or equityOne hundred percent (100%) of the Executive’s then-based awards held by the Executive at termination of employment, including but not limited to, outstanding and unvested stock options, restricted stock, and restricted stock units, whether or not granted as performance-based awards, and which at the time of termination of employment options that are subject only to time-based vesting based on service (the “Time Vested Awards”), shall will become fully vested and non-forfeitable to the extent not already so vestedin full; (b) Subject to Section 5.3(c) any and all service conditions imposed on the clarification described in the next sentence, with respect to all equity Executive’s then-outstanding and equity-based awards held by the Executive at termination of employment which are subject to cancellation in the event the stated unvested performance objectives are not satisfied, including but not limited to, stock options, restricted stock, and restricted stock units, and for which at the time shares will be waived as of the Executive’s termination of employment, the performance objectives have not been satisfied (the “Performance-Based Awards”), the Performance-Based Awards shall become vested and non-forfeitable on a Pro-Rata Basis, but only if at the end of the performance period, the performance objectives are achievedTermination Date; provided, however, that if an outstanding performance share is to be determined based on the achievement of performance criteria, then the performance share will be determined based on the actual performance and attainment of the performance criteria over the relevant performance period(s) and paid or delivered following the end of the relevant performance period(s) in accordance with the provisions of any applicable equity compensation plan and/or individual award agreement, but not later than March 15 of the calendar year following the calendar year following the end of the applicable performance period for each such award; (c) any and all service conditions imposed on the Executive’s resignation then-outstanding and unvested time-based restricted stock grant (or termination under this Section 5 follows a Change in Control, the Performance-Based Awards outstanding as of such Change in Control and remaining outstanding restricted stock unit grant) will be waived as of the Executive’s resignation or termination under this Section 5 shall become fully vested and non-forfeitable. With respect to the provision for vesting and non-forfeiture of an award on a Pro-Rata Basis as described herein, only the performance periods under the award that have already commenced as of the Termination Date shall be taken into account to determine whether the performance objectives ultimately are achieved, and any performance period that has not commenced as of the Termination Date shall be disregarded for purposes of determining whether the award becomes vested and non-forfeitable on a Pro-Rata Basis; and (c) The amount of Performance-Based Awards eligible to become vested under Section 5.3(b) shall be determined by the level of achievement of the performance objectivesDate; provided, however, that if an amount payable under an outstanding restricted stock grant (or restricted stock unit grant) is to be determined based on the Performance-Based Award is becoming fully vested achievement of performance criteria, then the restricted stock grant (or restricted stock unit grant) will be determined based on the actual performance and non-forfeitable under Section 5.3(battainment of the performance criteria over the relevant performance period(s) on account of a Change in Control, the earnings level shall not be conditioned on awaiting and paid or delivered following the end of the relevant performance period and achievement of the performance objectives, and instead the performance objectives upon which the earning of the Performance-Based Award is conditioned shall be deemed to have been met at the greater of (iperiod(s) target level at the Termination Date, or (ii) actual performance at the Termination Date. To the extent that any Performance-Based Award references and proclaims to supersede this Agreement, in accordance with the provisions of any applicable equity compensation plan and/or individual award agreement, but not later than March 15 of the calendar year following the calendar year following the end of the applicable performance period for each such Equity Awards shall control award; (d) any and supersede this Section 5.3all service conditions imposed on the Executive’s then-outstanding and unvested performance Restricted Stock Units will be waived as of the Executive’s Termination Date; provided, however, that if settlement of any such outstanding Restricted Stock Units is to be determined based on the achievement of performance criteria, then settlement of such performance Restricted Stock Unit will be determined based on the actual performance and attainment of applicable performance criteria over the relevant performance period(s) and paid or delivered following the end of the relevant performance period(s) in accordance with the provisions of any applicable equity compensation plan and/or individual award agreement, but not later than March 15 of the calendar year following the calendar year following the end of the applicable performance period for each such Restricted Stock Unit award.

Accelerated Vesting of Equity Awards. With respect to In the event that (i) a Change of Control occurs during your employment hereunder and (ii) your employment with ViewRay is terminated by ViewRay (or its successor) without Cause or you resign for Good Reason at any time during the twelve-month period following such Change of Control, then (x) without further action by ViewRay (or its successor) or ViewRay’s board (or its successor’s board), all unvested units or shares issued under ViewRay’s Equity Incentive Program shall accelerate and become vested and exercisable as of the date of such termination. EMPLOYEE HEREBY ACKNOWLEDGES AND AGREES THAT HIS OR HER ENTITLEMENT TO THE PAYMENTS AND BENEFITS SET FORTH IN THIS PARAGRAPH 2 ARE FULLY CONTINGENT UPON EMPLOYEE’S EXECUTION AND SUBSEQUENT NON-REVOCATION OF THE RELEASE (THE “GENERAL RELEASE OF CLAIMS”), A FORM OF WHICH IS ATTACHED AS EXHIBIT A hereto, after Employee’s effective termination of employment under this Section 5 and date. Except as otherwise expressly provided in this Employment Agreement, or an accrued benefit to which Employee is already entitled, Employee will not receive any additional compensation, bonus, severance, commissions, or other benefits after the benefits Separation Date. Notwithstanding the foregoing, ViewRay will not oppose any application for unemployment insurance, although ViewRay will respond truthfully to any inquiries relating to such application. Further, nothing in this Agreement shall impact Employee’s rights to any vested retirement benefits. Employee acknowledges that payment of any amounts to, or on behalf of, Employee under this Section 5.3 shall consist of Agreement does not, in any way, extend the following: (a) All equity or equity-based awards held by the Executive at termination of employment, including but not limited to, stock options, restricted stock, and restricted stock units, whether or not granted as performance-based awards, and which at the time of termination period of employment are subject only to time-vesting based on or continuous service (beyond the “Time Vested Awards”), shall become fully vested and non-forfeitable to the extent not already so vested; (b) Subject to Section 5.3(c) and the clarification described in the next sentence, with respect to all equity and equity-based awards held by the Executive at termination last day of employment which are subject to cancellation in the event the stated performance objectives are not satisfied, including but not limited to, stock options, restricted stock, and restricted stock units, and for which at the time of the Executive’s termination of employment, the performance objectives have not been satisfied (the “Performance-Based Awards”), the Performance-Based Awards shall become vested and non-forfeitable on a Pro-Rata Basis, but only if at the end of the performance period, the performance objectives are achieved; provided, however, that if the Executive’s resignation or termination under this Section 5 follows a Change in Control, the Performance-Based Awards outstanding as of such Change in Control and remaining outstanding as of the Executive’s resignation confer any other rights or termination under this Section 5 shall become fully vested and non-forfeitable. With respect to the provision for vesting and non-forfeiture of an award on a Pro-Rata Basis as described benefits other than what may be set forth expressly herein, only the performance periods under the award that have already commenced as of the Termination Date shall be taken into account to determine whether the performance objectives ultimately are achieved, and any performance period that has not commenced as of the Termination Date shall be disregarded for purposes of determining whether the award becomes vested and non-forfeitable on a Pro-Rata Basis; and (c) The amount of Performance-Based Awards eligible to become vested under Section 5.3(b) shall be determined by the level of achievement of the performance objectives; provided, however, that if the Performance-Based Award is becoming fully vested and non-forfeitable under Section 5.3(b) on account of a Change in Control, the earnings level shall not be conditioned on awaiting the end of the performance period and achievement of the performance objectives, and instead the performance objectives upon which the earning of the Performance-Based Award is conditioned shall be deemed to have been met at the greater of (i) target level at the Termination Date, or (ii) actual performance at the Termination Date. To the extent that any Performance-Based Award references and proclaims to supersede this Agreement, the provisions of such Equity Awards shall control and supersede this Section 5.3.

Accelerated Vesting of Equity Awards. With respect to a termination of employment under this Section 5 and as otherwise provided in this Employment Agreement, the benefits under this Section 5.3 shall consist of the following: (a) a. All equity or equity-based awards Equity Awards held by the Executive at termination as of employmentthe Termination Date, including but not limited to, stock options, restricted stock, and restricted stock units, whether or not granted as performance-based awards, and which at as of the time of termination of employment Termination Date are subject only to time-vesting based on service (the “Time Vested Awards”), shall become fully vested and non-forfeitable to the extent not already so vested; (b) b. Subject to Section 5.3(c) and the clarification described in the next sentence, with respect to all equity and equity-based awards Equity Awards held by the Executive at termination as of employment the Termination Date which are subject to cancellation in the event the stated performance objectives are not satisfied, including but not limited to, stock options, restricted stock, and restricted stock units, and for which at the time as of the Executive’s termination of employmentTermination Date, the performance period has not ended and the performance objectives have not been satisfied (the “Performance-Based Awards”), the Performance-Based Awards shall become vested and non-forfeitable on a Pro-Rata Basis, but only if at the end of the performance period, the performance objectives are achieved; provided, however, that if the Executive’s termination or resignation or termination under this Section 5 follows a Change in Control, the Performance-Based Awards outstanding as of such Change in Control and remaining outstanding as of the Executive’s termination or resignation or termination under this Section 5 shall become fully vested and non-forfeitable. With respect to the provision for vesting and non-forfeiture of an award on a Pro-Rata Basis as described herein, only the performance periods under the award that have already commenced as of the Termination Date shall be taken into account to determine whether the performance objectives ultimately are achieved, and any performance period that has not commenced as of the Termination Date shall be disregarded for purposes of determining whether the award becomes vested and non-forfeitable on a Pro-Rata Basis; and (c) c. The amount of Performance-Based Awards eligible to which become vested and non-forfeitable under Section 5.3(b) shall be determined by the actual level of achievement of the performance objectives; provided, however, that if the Performance-Based Award is becoming fully vested and non-forfeitable under Section 5.3(b) on account of a qualifying termination or resignation following a Change in Control, the award earnings level shall not be conditioned on awaiting the end of the performance period and the actual level of achievement of the performance objectives, and instead the performance objectives upon which the earning of the Performance-Based Award is conditioned shall be deemed to have been met at the greater of (i) target level at of achievement as of the Termination Date, or (ii) actual performance at level of achievement as of the Termination Date. To the extent that any Performance-Based Award references and proclaims to supersede this Agreement, the provisions of such Equity Awards shall control and supersede this Section 5.3.

Accelerated Vesting of Equity Awards. One hundred percent (100%) of Executive’s then-outstanding and unvested Equity Awards (or portions thereof, as applicable) that are subject to continued service-based vesting criteria, and that no longer are or never were subject to the achievement of performance-based or other similar vesting criteria, will become vested in full. With respect to a termination any then-outstanding and unvested Equity Award (or portion thereof, as applicable) that is subject to the achievement of employment under this Section 5 and as otherwise provided in this Employment Agreement, the benefits under this Section 5.3 shall consist of the following: (a) All equity or equity-based awards held by the Executive at termination of employment, including but not limited to, stock options, restricted stock, and restricted stock units, whether or not granted as any performance-based awardsor other similar vesting criteria, unless provided otherwise in Executive’s Equity Award agreement or other written agreement between the Company and which Executive governing the terms of the Equity Award, the Equity Award (or applicable portion thereof) will vest as to one hundred percent (100%) of the amount of the Equity Award (or applicable portion thereof) assuming the relevant performance criteria had been achieved at target levels for the time of termination of relevant performance period(s). In the event that Executive’s employment are subject only to time-vesting based on service (with the “Time Vested Awards”), shall become fully vested and non-forfeitable to the extent not already so vested; (b) Subject to Company terminates in accordance with this Section 5.3(c3(b) and the clarification described in the next sentence, with respect such termination occurs prior to all equity and equity-based awards held by the Executive at termination of employment which are subject to cancellation in the event the stated performance objectives are not satisfied, including but not limited to, stock options, restricted stock, and restricted stock units, and for which at the time of the Executive’s termination of employment, the performance objectives have not been satisfied (the “Performance-Based Awards”), the Performance-Based Awards shall become vested and non-forfeitable on a Pro-Rata Basis, but only if at the end of the performance period, the performance objectives are achieved; provided, however, that if the Executive’s resignation or termination under this Section 5 follows a Change in Control, then unless provided otherwise in the Performance-Based Equity Award agreement or other written agreement between the Company and Executive governing the terms of the Equity Award, (A) the Equity Award will remain outstanding until immediately prior to the Change in Control (provided that in no event will an Equity Award remain outstanding after the expiration of the Equity Award’s maximum term to expiration) notwithstanding that Executive’s status as a service provider to the Company has terminated, (B) any vesting acceleration under this subsection (iv) will be applied to Executive’s Equity Awards outstanding as of such Change in Control and remaining outstanding as of the Executive’s resignation or termination under this Section 5 shall become fully vested and non-forfeitable. With respect immediately prior to the provision for vesting and non-forfeiture of an award on a Pro-Rata Basis as described herein, only the performance periods under the award that have already commenced as of the Termination Date shall be taken into account to determine whether the performance objectives ultimately are achieved, and any performance period that has not commenced as of the Termination Date shall be disregarded for purposes of determining whether the award becomes vested and non-forfeitable on a Pro-Rata Basis; and (c) The amount of Performance-Based Awards eligible to become vested under Section 5.3(b) shall be determined by the level of achievement of the performance objectives; provided, however, that if the Performance-Based Award is becoming fully vested and non-forfeitable under Section 5.3(b) on account of a Change in Control, and (C) any options and stock appreciation rights will remain outstanding and exercisable in accordance with, and for the earnings level shall not be conditioned on awaiting post-termination exercisability period set forth in, the end applicable Equity Award agreement as if Executive’s status as a service provider of the performance period and achievement Company had ceased as of the performance objectives, and instead Change in Control (provided that in no event will an Equity Award remain outstanding after the performance objectives upon which the earning expiration of the Performance-Based Award is conditioned shall be deemed Equity Award’s maximum term to have been met at expiration and, for the greater avoidance of (i) target level at doubt, subject to any earlier termination in accordance with the Termination Dateterms and conditions of the Company’s plan, or (ii) actual performance at including if applicable, its termination in connection with the Termination Date. To the extent that any Performance-Based Award references and proclaims to supersede this Agreement, the provisions of such Equity Awards shall control and supersede this Section 5.3Change in Control).

Accelerated Vesting of Equity Awards. (1) Executive’s then-outstanding and unvested Equity Awards will become vested as to that number of shares subject thereto that would have vested had the Executive remained employed for an additional [CEO/President: twelve (12) months / Other Executives: six (6) months] following Executive’s termination of employment with the Company (the “Extended Vesting Period”). With respect to a termination Equity Awards the vesting of employment under this Section 5 and as otherwise provided in this Employment Agreement, which and/or the benefits under this Section 5.3 shall consist amount of the following: (a) All equity or equity-based awards held by the Executive at termination of employment, including but not limited to, stock options, restricted stock, and restricted stock units, whether or not granted as performance-based awards, and which at the time of termination of employment are subject only Equity Award is to time-vesting be determined based on service the achievement of performance criteria (the “Time Vested Performance Awards”), shall become fully vested and non-forfeitable to then the extent not already so vested; (b) Subject to Section 5.3(c) and Equity Award will vest assuming that the clarification described in applicable performance criteria had been achieved at target levels through the next sentence, Extended Vesting Period. For the avoidance of doubt with respect to all equity and equity-based awards held by the Executive at termination of employment which are subject to cancellation in the event the stated performance objectives are not satisfied, including but not limited to, stock options, restricted stock, and restricted stock units, and for which at the time of the Executive’s termination of employment, Performance Awards the performance objectives have not been satisfied (the “Performance-Based Awards”), the Performance-Based Awards shall become vested and non-forfeitable on measurement of which is for a Pro-Rata Basis, but only if at fiscal period extending beyond the end of the performance periodExtended Vesting Period, the performance objectives are achieved; provided, however, that if the Executive’s resignation or termination under this Section 5 follows a Change in Control, the Performance-Based Awards outstanding as of for such Change in Control and remaining outstanding as of the Executive’s resignation or termination under this Section 5 shall become fully vested and non-forfeitable. With respect to the provision for vesting and non-forfeiture of an award on a Pro-Rata Basis as described herein, only the performance periods under the award that have already commenced as of the Termination Date shall be taken into account to determine whether the performance objectives ultimately are achieved, and any performance fiscal period that has not commenced as of the Termination Date shall be disregarded for purposes of determining whether the award becomes vested and non-forfeitable on a Pro-Rata Basis; and (c) The amount of Performance-Based Awards eligible to become vested under Section 5.3(b) shall be determined by the level of achievement of the performance objectives; provided, however, that if the Performance-Based Award is becoming fully vested and non-forfeitable under Section 5.3(b) on account of a Change in Control, the earnings level shall not be conditioned on awaiting the end of the performance period and achievement of the performance objectives, and instead the performance objectives upon which the earning of the Performance-Based Award is conditioned shall will be deemed to have been met achieved at target levels. (2) Executive’s then-outstanding and unvested Equity Awards that do not accelerate vesting pursuant to Section 3(a)(iv)(1) above will remain outstanding and unvested for an additional period of thirty (30) days following Executive’s termination of employment with the greater of Company (ithe “Pre-Change in Control Window”) target level at the Termination Date(but in no event beyond each such Equity Award’s original maximum term to expiration, or (iiif applicable) actual performance at the Termination Date. To the extent that any Performance-Based Award references and proclaims to supersede this Agreement, the provisions of during which such Equity Awards shall control and supersede this may become vested in accordance with Section 5.33(b)(iv) below. If a Change in Control has not occurred during the Pre-Change in Control Window, the unvested Equity Awards that did not accelerate vesting pursuant to Section 3(a)(iv)(1) above will terminate without having vested as of immediately following the Pre-Change in Control Window.