Common use of Accelerated Vesting of Stock Awards Clause in Contracts

Accelerated Vesting of Stock Awards. (1) Effective as of the date of your Covered Termination, (i) the vesting and exercisability of all outstanding stock options to purchase the Company’s common stock that are held by you on such date shall be accelerated in full, (ii) any reacquisition or repurchase rights held by the Company in respect of common stock issued pursuant to any other stock award granted to you by the Company shall lapse in full, and (iii) the vesting of any other stock awards granted to you by the Company, and any issuance of shares triggered by the vesting of such stock awards, shall be accelerated in full. Notwithstanding the foregoing, this Section 1(b) shall not apply to stock awards issued under or held in any Qualified Plan. (2) If your stock awards accelerate vesting in accordance with this Section 1(b), such stock awards will remain exercisable, if applicable, until the earlier of (A) one (1) year following the effective date of Covered Termination, or (B) the original maximum term of the stock award. In order to give effect to the intent of the foregoing provision, notwithstanding anything to the contrary set forth in your stock award agreements or the applicable equity incentive plan under which such stock award was granted that provides that any then unvested portion of your award will immediately expire upon your termination of service, no unvested portion of your stock award shall terminate any earlier than two (2) months following any Covered Termination that occurs prior to a Change in Control. Notwithstanding anything to the contrary set forth herein, your stock awards shall remain subject to earlier termination in connection with a “Corporate Transaction” as provided in the Company’s Amended and Restated 2000 Stock Incentive Plan, or substantially equivalent provisions of any successor or other equity incentive plan adopted by the Company which govern your stock awards, as applicable.

Accelerated Vesting of Stock Awards. (1) Effective as of the later of the effective date of your Covered TerminationRelease or the effective date of the Closing, to the extent not previously vested: (i) the vesting and exercisability of all outstanding stock options to purchase the Company’s common stock that are held by you on such date shall be accelerated in full, (ii) any reacquisition or repurchase rights held by the Company in respect of common stock issued pursuant to any other stock award granted to you by the Company shall lapse in full, and (iii) the vesting of any other stock awards granted to you by the Company, and any issuance of shares triggered by the vesting of such stock awards, shall be accelerated in full. Notwithstanding the foregoing, this Section 1(b2(c) shall not apply to stock awards issued under or held in any Qualified Plan. For purposes of determining the number of shares that will vest pursuant to the foregoing provision with respect to any performance based vesting award that has multiple vesting levels depending upon the level of performance, vesting acceleration shall occur with respect to the number of shares subject to the award as if the applicable performance criteria had been attained at a 100% level. (2) If your stock awards accelerate vesting in accordance with this Section 1(b), such stock awards will remain exercisable, if applicable, until the earlier of (A) one (1) year following the effective date of Covered Termination, or (B) the original maximum term of the stock award. In order to give effect to the intent of the foregoing provision, notwithstanding anything to the contrary set forth in your stock award agreements or the applicable equity incentive plan under which such stock award was granted that provides that any then unvested portion of your award will immediately expire upon your termination of service, no unvested portion of your stock award shall terminate any earlier than two (2) months 30 days following any Covered Involuntary Termination of your employment that occurs prior to a Change in ControlClosing. Notwithstanding anything to the contrary set forth herein, your stock awards shall remain subject to earlier termination in connection with a “Corporate Transaction” as provided in the Company’s Amended and Restated 2000 Stock Incentive Plan, Equity Plan or substantially equivalent provisions of any successor or other equity incentive plan adopted by the Company which govern applicable to your stock awards, as applicableaward.

Accelerated Vesting of Stock Awards. (1) Effective as of the date of your Covered Termination, (i) the vesting and exercisability of all outstanding stock options to purchase the Company’s common stock that are held by you on such date shall be accelerated in full, (ii) any reacquisition or repurchase rights held by the Company in respect of common stock issued pursuant to any other stock award granted to you by the Company shall lapse in full, and (iii) the vesting of any other stock awards granted to you by the Company, and any issuance of shares triggered by the vesting of such stock awards, shall be accelerated in full. Notwithstanding the foregoing, this Section 1(b) shall not apply to stock awards issued under or held in any Qualified Plan. (2) If your stock awards accelerate vesting in accordance with this Section 1(b), such stock awards will remain exercisable, if applicable, until the earlier of (A) one one (1) year following the effective date of Covered Termination, or (B) the original maximum term of the stock award. In order to give effect to the intent of the foregoing provision, notwithstanding anything to the contrary set forth in your stock award agreements or the applicable equity incentive plan under which such stock award was granted that provides that any then unvested portion of your award will immediately expire upon your termination of service, no unvested portion of your stock award shall terminate any earlier than two (2) months following any Covered Termination that occurs prior to a Change in Control. Notwithstanding anything to the contrary set forth herein, your stock awards shall remain subject to earlier termination in connection with a “Corporate Transaction” as provided in the Company’s Amended and Restated 2000 Stock Incentive Plan, or substantially equivalent provisions of any successor or other equity incentive plan adopted by the Company which govern your stock awards, as applicable.

Accelerated Vesting of Stock Awards. 3.3.1 The vesting and exercisability (1if applicable) Effective of all outstanding and unvested stock based awards (“Outstanding Stock Awards”) granted under Aduro’s equity incentive plans (to the extent such awards are outstanding, assumed, substituted or otherwise continued in connection with a Change in Control, each an “Assumed Award”) that are held by Employee on the Separation Date will become 100% vested and exercisable (if applicable) on the Separation Date. In the event that an Outstanding Stock Award is not assumed, substituted or otherwise continued in connection with a Change in Control and as of the date of your Covered Terminationa result does not become an Assumed Award, (i) the vesting and exercisability of all outstanding stock options such Outstanding Stock Award will become 100% vested and exercisable (if applicable) immediately prior to purchase the Company’s common stock that are held by you on such date shall be accelerated effective time of the Change in full, (ii) any reacquisition or repurchase rights held by the Company in respect of common stock issued pursuant to any other stock award granted to you by the Company shall lapse in full, and (iii) the vesting of any other stock awards granted to you by the Company, and any issuance of shares triggered by the vesting of such stock awards, shall be accelerated in fullControl. Notwithstanding the foregoing, this Section 1(b) any vesting acceleration with respect to equity awards held by Employee that were granted on February 21, 2020 shall not apply be solely with respect to stock awards issued under or held in any Qualified Planthat number of shares that would have vested and become exercisable had Employee’s service with the Company continued through February 21, 2021. (2) If your stock awards accelerate vesting in accordance with this Section 1(b), such stock awards will remain exercisable, if applicable, until the earlier of (A) one (1) year following the effective date of Covered Termination, or (B) the original maximum term of the stock award. 3.3.2 In order to give effect to the intent of the foregoing provision, notwithstanding anything to the contrary set forth in your stock award Employee’s Outstanding Stock Award agreements or the applicable equity incentive plan under which such stock award was granted that provides that any then unvested portion of your the award will immediately expire upon your termination of servicethe Separation Date, no unvested portion of your Employee’s stock award shall generally terminate any earlier than two (2) months following any Covered Termination that occurs prior to a Change in Control. Notwithstanding anything to the contrary set forth herein, your stock awards shall remain subject to earlier termination in connection with a “Corporate Transaction” as provided in Effective Date of the Company’s Amended and Restated 2000 Stock Incentive Plan, or substantially equivalent provisions of any successor or other equity incentive plan adopted by the Company which govern your stock awards, as applicableAgreement.