Acceleration of Equity Award Vesting Sample Clauses

Acceleration of Equity Award Vesting. Upon a Qualifying Event, but subject to the Release requirement described in Section 5, the portion of each Equity Award held by Executive that remains unvested after operation of any existing vesting provisions in such Equity Award shall become vested in full or in part greater than any vesting which the terms of such Equity Award therefor provides as determined by Parent’s Remuneration Committee, in its sole discretion, which retains the discretion to continue or waive any applicable vesting or other applicable performance conditions with respect to such Equity Awards. For purposes of this Section 3(b), Executive’s “Equity Awards” shall consist of (a) ordinary shares of the capital stock of Parent (“Shares”), (b) options to acquire Shares, (c) units or other measures representing the right to receive Shares or the value (or appreciation in the value) thereof (such as share appreciation rights, restricted stock units, performance units or phantom shares), whether the vesting of any such Equity Awards is determined by reference to Executive’s service with the Company or the attainment of one or more performance goals. Executive’s unvested Equity Awards shall also be deemed to include any new, substituted or additional securities or other property to which Executive becomes entitled by reason of Executive’s ownership of unvested Equity Awards. Notwithstanding the foregoing, in the event of a Change of Control where (w) any Equity Awards do not remain outstanding following the Change of Control, (x) the Equity Awards are not assumed by the surviving corporation or its parent, (y) the surviving corporation or its parent does not substitute an equivalent award with substantially the same terms or (z) the full value of the Equity Award (whether or not exercisable) is not settled in cash or cash equivalents, then the Equity Awards held by Executive shall become fully and unconditionally vested, fully exercisable and fully transferable (except for transfer restrictions imposed by law) such that the Acceleration Percentage shall be 100% of the portions of Executive’s Equity Awards then remaining unvested.
Sample 1
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Acceleration of Equity Award Vesting. 4. You understand and acknowledge that any of your outstanding equity awards will be governed by the terms of the Company’s 2015 Omnibus Incentive Compensation Plan, a copy of which is attached as Exhibit A, and (a) your August 3, 2016 Stock Option Certificate EBITDA and Service Vesting Grant (“2016 Options”), (b) your February 28, 2017 Performance-Based Restricted Stock Unit Award Agreement (“2017 PRSUs”), (c) your February 28, 2017 Service-Based Restricted Stock Unit Agreement (“0000 XXXx”), (d) your February 20, 2018 Performance-Based Restricted Stock Unit Award Agreement (“2018 PRSUs”), (e) your February 20, 2018 Service-Based Restricted Stock Unit Agreement (“0000 XXXx”), (f) your March 6, 2019 Performance-Based Restricted Stock Unit Award Agreement (“2019 PRSUs”), and (g) your March 6, 2019 Service-Based Restricted Stock Unit Award Agreement (“0000 XXXx”), copies of which are attached hereto as Exhibit B (collectively, the “Award Agreements”), except that, notwithstanding anything in the Award Agreements to the contrary, (x) the next tranche of the service-based 2016 Options, (y) the tranche of the performance-based 2016 Options that would vest in 2020, and (z) the next tranche of each of the 2017 PRSUs, 2017 RSUs, 2018 PRSUs, 2018 RSUs, 2019 PRSUs, and 0000 XXXx that would vest if (i) you remained continuously employed by the Company through the applicable vesting date and (ii) if applicable the EBITDA Target (as defined in the applicable Award Agreement) for the current fiscal year was achieved or (B) the Adjusted EBITDA Growth Level (as defined in the applicable Award Agreement) achieved over the prior fiscal year was at least 15%, shall vest, effective as of the Effective Date (defined below) (the “Equity Award Acceleration”) and that, except as expressly set forth in this Paragraph 4, this Agreement does not alter or amend the other terms and conditions of the Award Agreements. For the avoidance of doubt, the following additional optioned shares or restricted stock units would vest, effective as of the Effective Date, in accordance with this Paragraph 4: 2016 Options 2,809 0000 XXXx 1,901 2017 PRSUs 1,901 2018 RSUs 1,249 2018 PRSUs 1,250 0000 XXXx 835 2019 PRSUs 835 By signing this Agreement, you acknowledge and agree that the Equity Award Acceleration is conditioned on you signing and not revoking the valid release of claims against the Company set forth in Paragraph 5, that the Equity Award Acceleration exceeds anything of value to which you a...
Sample 1

Related to Acceleration of Equity Award Vesting

  • Acceleration of Equity Awards All: (i) outstanding and unvested options to purchase Common Stock granted to Executive under any equity plan of the Company, (ii) unvested shares of restricted Common Stock awarded to the Executive under any equity plan of the Company, and (iii) other equity and equity equivalent awards then held by the Executive, shall be accelerated in full, and thereafter all such options, shares of restricted Common Stock and other equity awards shall be immediately vested and exercisable for such period of time as provided for by the specific agreements governing each such award, upon Executive’s termination pursuant to Sections 11(b), (c), (e) or (f) hereof.

  • Accelerated Vesting of Equity Awards One hundred percent (100%) of Executive’s then-outstanding and unvested Equity Awards will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s).

  • Equity Award Acceleration All outstanding equity awards held by the Executive on the Date of Termination shall immediately become fully vested and, to the extent applicable, exercisable. For the avoidance of doubt, all such equity awards shall remain outstanding and eligible to vest following the Date of Termination and shall actually vest and become exercisable (if applicable) and non-forfeitable upon the effectiveness of the Release.

  • Vesting of Equity Awards Notwithstanding the provisions of any plan or agreement governing such an Award (as defined in Section 4(c)), all Awards granted to you that remain outstanding and unvested immediately prior to the occurrence of a Change in Control (as defined in Section 4(d)(i)) automatically shall vest in full upon the occurrence of the Change in Control.

  • Vesting Acceleration Effective on such termination, the Executive shall receive accelerated vesting equivalent to six (6) months of service beyond the date of Executive’s termination with respect to the shares subject to any grant of restricted stock or stock options (each, an “Equity Grant”) granted to the Executive, regardless of whether granted prior to, coincident with, or after, the Effective Date; provided, however, that in the event such termination occurs within one (1) year following a Change of Control, then one hundred percent (100%) of the remaining shares subject to each such Equity Grant shall become vested in full and the period during which the Executive is permitted to exercise (if applicable) any such Equity Grant shall be extended until the earlier of (i) ten (10) years from the date of grant, or (ii) the expiration date of such Equity Grant (as of the date of grant).

  • Change in Control Vesting The shares of Common Stock underlying each Tranche of Performance Shares may also vest on an accelerated basis in accordance with the applicable provisions of Paragraph 4 of this Agreement should a Change in Control occur after the start but prior to the completion of the Performance Period applicable to that particular Tranche or the Certification Date. Issuance Date: The shares of Common Stock which actually vest and become issuable pursuant to each Tranche of Performance Shares shall be issued in accordance with the provisions of this Agreement applicable to the particular circumstances under which such vesting occurs.

  • Equity Vesting Acceleration Vesting acceleration (and exercisability, as applicable) as to 100% of the then-unvested shares subject to each of the Executive’s then-outstanding Company equity awards subject to only time-based (and not performance-based) vesting. In the case of equity awards with performance-based vesting, such awards will be treated as set forth in the applicable award agreement. For the avoidance of doubt, in the event of the Executive’s Qualifying Pre-CIC Termination, any unvested portion of the Executive’s then-outstanding equity awards will remain outstanding until the earlier of (x) ninety (90) days following the Qualifying Termination or (y) the occurrence of a Change in Control, solely so that any benefits due on a Qualifying Pre-CIC Termination can be provided if a Change in Control occurs within the ninety (90) day period following the Qualifying Termination (provided that in no event will the Executive’s stock options or similar equity awards remain outstanding beyond the equity award’s maximum term to expiration). If no Change in Control occurs within the ninety (90) day period following a Qualifying Termination, any unvested portion of the Executive’s equity awards automatically and permanently will be forfeited on the ninetieth (90th) day following the date of the Qualifying Termination without having vested.

  • Acceleration of Exercisability Notwithstanding the schedule provided in subsection 3.2, the Option will become fully exercisable (unless Participant chooses to decline accelerated Vesting of all or any portion of the Option) upon the occurrence of either:

  • Acceleration of Vesting Upon Change in Control Effective at the time of a Change in Control, all unvested stock options and stock previously issued to Executive as to which rights of ownership are subject to forfeiture shall immediately vest; all risk of forfeiture of the ownership of stock or stock options and restrictions on the exercise of options shall lapse; and, Executive shall be entitled to exercise any or all options, such that the underlying shares will be considered outstanding at the time of the Change in Control.

  • Acceleration of Vesting Notwithstanding any provision of the Plan or this Agreement to the contrary, in the event of a Change in Control prior to the date that the Option is fully vested and exercisable, the Option shall become immediately vested and exercisable with respect to 100% of the Shares in each remaining vesting tranche. To the extent practicable, such acceleration of vesting and exercisability shall occur in a manner and at a time which allows the Participant the ability to participate in the Change in Control with respect to the Shares of Common Stock received.

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