Common use of Acceleration of Unvested Equity Awards Clause in Contracts

Acceleration of Unvested Equity Awards. Subject to Section 6(g) below, if Employee’s employment is terminated during the Employment Period (i) by the Company without Cause pursuant to Section 5(b), (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), outstanding unvested time-based equity awards under any equity incentive plan, program or arrangement of the Company, in each case, granted to Employee prior to the Termination Date (the “Outstanding Equity Awards”) shall immediately become vested as of the Termination Date with respect to such Outstanding Equity Awards that would have become vested in the calendar year of the Employee’s termination, death or Disability had the Employment Period continued through the end of such calendar year (with any outstanding stock options remaining exercisable, without regard to such termination of employment, until the latest expiration date provided therein); provided, however, that, unless otherwise provided in the applicable award agreement, with respect to any unvested equity awards subject to performance-based vesting conditions, including awards intended to qualify for the performance-based compensation exemption from Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the service condition, if any, under such awards shall be deemed satisfied on a pro-rated basis (determined based on a fraction, the numerator of which is the number of days in the applicable performance period during which Employee would have been employed had the Employment Period continued through the end of the calendar year in which Employee’s termination, death or Disability occurs, and the denominator of which is the number of days in the applicable performance period), but the vesting of such awards shall remain subject to the performance conditions set forth in the applicable award. Any unvested equity awards other than the Outstanding Equity Awards will be forfeited or otherwise governed by the terms of the agreements governing such equity awards.

Acceleration of Unvested Equity Awards. Subject to Section 6(g) below, if Employee’s employment is terminated during the Employment Period (i) by the Company without Cause pursuant to Section 5(b), (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), (x) all outstanding unvested time-based equity awards under any equity incentive plan, program the Inducement Plan or arrangement of the CompanyEquity Incentive Plan, in each case, granted to Employee prior to the Termination Date (the “Outstanding Equity Awards”) shall immediately become vested as of the Termination Date with respect as to such Outstanding Equity Awards a portion of each award that would have become otherwise vested in on or before the calendar year first anniversary of the Employee’s termination, death or Disability had Termination Date if Employee remained continuously employed by the Employment Period continued through the end of such calendar year Company (with any outstanding stock options remaining exercisable, without regard to such termination of employment, until for 60 days following the latest expiration date provided therein); provided, however, that, unless otherwise provided in the applicable award agreement, with respect to any Termination Date) and (y) all outstanding unvested equity awards subject to performance-based vesting conditionsequity awards, including awards intended to qualify for the performance-based compensation exemption from Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), under the service conditionInducement Plan or Equity Incentive Plan, if anyin each case, under such awards granted to Employee prior to the Termination Date shall be deemed satisfied on immediately become vested as of the Termination Date as to a pro-rated basis pro rata (determined based on a fraction, the numerator portion of which is the number of days in the applicable performance period during which Employee would have been employed had the Employment Period continued elapsed through the end Termination Date) portion of the calendar year in which Employee’s terminationeach award, death or Disability occurs, and the denominator of which is the number of days in the applicable performance period), but the vesting of such awards shall remain subject to the satisfaction of the performance conditions set forth in the applicable award. Any unvested equity awards other than award and based on the Outstanding Equity Awards will be forfeited or otherwise governed by actual level of achievement through the terms of the agreements governing such equity awardsTermination Date.

Acceleration of Unvested Equity Awards. Subject to Section 6(g) below, if Employee’s employment is terminated during the Employment Period (i) by the Company without Without Cause pursuant to Section 5(b), (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), outstanding unvested time-based equity awards under any equity incentive plan, program or arrangement of the Company, in each case, granted to Employee prior to the Termination Date (the “Outstanding Equity Awards”) shall immediately become vested as of the Termination Date with respect to such Outstanding Equity Awards that would have become vested in the calendar year of the Employee’s termination, death or Disability had the Employment Period continued through the end of such calendar year (with any outstanding stock options remaining exercisable, without regard to such termination of employment, until the latest expiration date provided therein); provided, however, that, unless otherwise provided in the applicable award agreement, with respect to any unvested equity awards subject to performance-based vesting conditions, including awards intended to qualify for the performance-based compensation exemption from Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the service condition, if any, under such awards shall be deemed satisfied on a pro-rated basis (determined based on a fraction, the numerator of which is the number of days in the applicable performance period during which Employee would have been employed had the Employment Period continued through the end of the calendar year in which Employee’s termination, death or Disability occurs, and the denominator of which is the number of days in the applicable performance period), but the vesting of such awards shall remain subject to the performance conditions set forth in the applicable award. Any unvested equity awards other than the Outstanding Equity Awards will be forfeited or otherwise governed by the terms of the agreements governing such equity awards.