Common use of Acceleration of Stock Options Upon a Change of Control Clause in Contracts

Acceleration of Stock Options Upon a Change of Control. Executive shall be entitled to full or partial accelerated vesting (as applicable) of the shares subject to his outstanding stock options effective upon the effective date of a Change of Control (as defined below), as follows: If the effective date of the Change of Control occurs prior to the closing of the first sale of shares of capital stock of the Company to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “IPO”), Executive’s stock options (or other equity compensation) will accelerate vesting on a pro rata basis such that the vesting of fifty percent (50%) of shares subject to each vesting installment of Executive’s stock options will be accelerated and become immediately vested and exercisable. The remainder of the shares subject to each of Executive’s stock options (or other equity compensation) shall continue to vest pro rata in accordance with the vesting schedule applicable to each such option (or other equity compensation). If the effective date of the Change of Control occurs on or subsequent to the closing of the IPO, Executive shall receive immediate accelerated vesting and exercisability of one hundred percent (100%) of the then-unvested shares subject to each of Executive’s outstanding stock options (or other equity compensation). The provisions of this Section 3.4 shall be contained in Executive’s option agreements (or other equity compensation agreements) and although contingent upon Executive’s continued employment with the Company, shall not be contingent upon the continued effectiveness of this Agreement.

Acceleration of Stock Options Upon a Change of Control. Executive shall be entitled to full or partial accelerated vesting (as applicable) of the shares subject to his outstanding stock options effective upon the effective date of a Change of Control (as defined below), as follows: If the effective date of the Change of Control occurs prior to the closing of the first sale of shares of capital stock of the Company to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “IPO”), Executive’s stock options (or other equity compensation) will accelerate vesting on a pro rata basis such that the vesting of fifty percent (50%) of shares subject to each vesting installment of Executive’s stock options will be accelerated and become immediately vested and exercisable. The remainder of the shares subject to each of Executive’s stock options (or other equity compensation) shall continue to vest pro rata in accordance with the vesting schedule applicable to each such option (or other equity compensation). If the effective date of the Change of Control occurs on or subsequent to the closing of the IPO, Executive shall receive immediate accelerated vesting and exercisability of one hundred percent (100%) of the then-unvested shares subject to each of Executive’s outstanding stock options (or other equity compensation); provided, in the case of the Performance Option, that the Performance Critera has been met. The provisions of this Section 3.4 shall be contained in Executive’s option agreements (or other equity compensation agreements) and although contingent upon Executive’s continued employment with the Company, shall not be contingent upon the continued effectiveness of this Agreement.