Common use of Acceleration of Vesting of Equity Clause in Contracts

Acceleration of Vesting of Equity. The following terms shall apply to all of Executive’s Equity outstanding as of the Effective Date, and to all future grants of Equity, subject to Executive’s execution and non-revocation of the Release provided for in Section 5(a): (1) The vested percentage of Executive’s Equity awards subject to time-based vesting shall be determined by adding 12 months to the actual period of service that Executive has completed with the Company if Executive’s employment with the Company is terminated by the Company without Cause or Executive terminates Executive’s employment for Good Reason (i.e., Executive’s vesting shall be accelerated by an additional 12 months). (2) Executive shall vest in 100% of Executive’s remaining unvested Equity awards subject to time-based vesting if (i) the Company is subject to a Change in Control and (i) within 3 months prior to a Change in Control, on a Change in Control or in 18 months after the Change in Control, Executive’s employment with the Company is terminated by the Company (or its successor) without Cause or Executive terminates Executive’s employment for Good Reason. (3) If the Company is subject to a Change in Control prior to Executive’s termination of employment with the Company, then Executive shall vest in 100% of Executive’s unvested Equity awards subject to performance-based vesting. (4) If the Company is a party to a merger or consolidation, all Executive’s outstanding Equity shall vest in full unless the agreement evidencing the merger or consolidation provides for one or more of the following: (A) The continuation of such outstanding Equity by the Company (if the Company is the surviving corporation). (B) The assumption of such outstanding Equity by the surviving corporation or its parent. (C) The substitution by the surviving corporation or its parent of new Equity for such outstanding Equity. (D) Full exercisability of outstanding Equity and full vesting of the Stock subject to such Equity, followed by the cancellation of such Equity. The full exercisability of such Equity and full vesting of such Stock, as applicable, may be contingent on the closing of such merger or consolidation. (E) The cancellation of outstanding Equity and a payment to Executive equal to the excess of (i) the fair market value of the Stock subject to such Equity (whether or not such Equity is then exercisable or vested, as applicable) as of the closing date of such merger or consolidation over (ii) the exercise price. Such payment shall be made in the form of cash, cash equivalents or securities of the surviving corporation or its parent with a fair market value equal to the required amount. Such payment may be made in installments and may be deferred until the date or dates when such Equity would have become exercisable or such Stock would have vested. Such payment may be subject to vesting based on Executive’s continuing service, provided that the vesting schedule shall not be less favorable to Executive than the schedule under which such Equity would have become exercisable or such Stock would have vested. This provision is mandatory in the event that the Company is acquired by a private company for cash. (5) Executive shall vest in 100% of the remaining unvested Equity awards in the event of Disability where a Separation occurs or death. (6) In the event that Executive’s employment is terminated, other than by the Company (or its successor) with Cause or by Executive other than for Good Reason, each outstanding option or other outstanding rights to purchase Stock will remain exercisable for the lesser of (a) 3 years following the termination of the Executive’s employment and (b) the then remaining term of the option or other right.

Acceleration of Vesting of Equity. The following terms shall apply to all of Executive’s Equity outstanding as of the Effective Date, and to all future grants of Equityawards in Section 4(d), subject to Executive’s execution and non-revocation of the Release provided for in Section 5(a): (1) The vested percentage of Executive’s Equity awards subject to time-based vesting (“Time-Based Awards”) shall be determined by adding 12 months to the actual period of service that Executive has completed with the Company if Executive’s employment with the Company is terminated by the Company without Cause or Executive terminates Executive’s employment resigns for Good Reason Reason. (i.e., Executive’s vesting shall be accelerated by an additional 12 months). (2) Executive shall vest in 100% of Executive’s remaining unvested Equity awards subject to timeTime-based vesting Based Awards if (i) the Company is subject to a Change in Control occurs and (iii) within 3 months prior to a Change in Control, on a Change in Control Control, or in 18 within 12 months after the Change in Control, Executive’s employment with the Company is terminated by the Company (or its successor) without Cause or Executive terminates Executive’s employment resigns for Good Reason. (3) If the Company is subject to a Change in Control prior to Executive’s termination of employment with the Company, then Executive shall vest in 100% of Executive’s unvested Equity awards PSUs for the measurement year in which a Change in Control occurs (i) if the pro-rated annual revenue and Adjusted EBITDA as of the date of the Change in Control, annualized, would exceed the Revenue Target for the year in which the Change in Control occurs (i.e., the trajectory of the revenue for the year is on pace to exceed the Revenue Target in the year of the Change in Control as of the date of the Change in Control), as determined by the Compensation Committee and (ii) if (A) a Change in Control occurs and (B) within 3 months prior to a Change in Control, on a Change in Control, or within 12 months after the Change in Control, Executive’s employment with the Company is terminated by the Company (or its successor) without Cause or Executive resigns for Good Reason. For the avoidance of doubt, (x) PSUs that did not vest in a prior year because the applicable Revenue Target milestone was not satisfied or the Stock Price Target milestone was not satisfied shall not be subject to performanceany acceleration of vesting and (y) PSUs that have not vested because the applicable measurement year has not yet begun as of the Change in Control shall not be subject to any acceleration of vesting under the Revenue Target milestone; provided, however, that, if the per-based vestingshare closing price of the Stock equals or exceeds the Stock Price Target, disregarding the trading day requirement, for a future year upon the Change in Control, then the number of vested PSUs shall be accelerated to include the number of PSUs that would have vested in such future year. (4) If the Company is a party to a merger or consolidation, all Executive’s outstanding Equity shall vest in full unless the agreement evidencing the merger or consolidation provides for one or more of the following: (A) The continuation of such outstanding Equity by the Company (if the Company is the surviving corporation). (B) The assumption of such outstanding Equity by the surviving corporation or its parent. (C) The substitution by the surviving corporation or its parent of new Equity for such outstanding Equity. (D) Full exercisability of outstanding Equity and full vesting of the Stock subject to such Equity, followed by the cancellation of such Equity. The full exercisability of such Equity and full vesting of such Stock, as applicable, may be contingent on the closing of such merger or consolidation. (E) The cancellation of outstanding Equity and a payment to Executive equal to the excess of (i) the fair market value of the Stock subject to such Equity (whether or not such Equity is then exercisable or vested, as applicable) as of the closing date of such merger or consolidation over (ii) the exercise price. Such payment shall be made in the form of cash, cash equivalents or securities of the surviving corporation or its parent with a fair market value equal to the required amount. Such payment may be made in installments and may be deferred until the date or dates when such Equity would have become exercisable or such Stock would have vested. Such payment may be subject to vesting based on Executive’s continuing service, provided that the vesting schedule shall not be less favorable to Executive than the schedule under which such Equity would have become exercisable or such Stock would have vested. This provision is mandatory in the event that the Company is acquired by a private company for cash. (5) Executive shall vest in 100% of the remaining unvested Equity awards in the event of Disability where a Separation occurs or in the event of death. (6) In the event that Executive’s employment is terminated, other than by the Company (or its successor) with Cause or by Executive other than for Good Reason, each outstanding option or other outstanding rights to purchase Stock will remain exercisable for the lesser of (a) 3 years following the termination of the Executive’s employment and (b) the then remaining term of the option or other right.

Acceleration of Vesting of Equity. The following terms shall apply to all of Executive’s Equity outstanding as of the Effective Date, and to all future grants of Equityawards in Section 4(e), subject to Executive’s execution and non-revocation of the Release provided for in Section 5(a): (1) The vested percentage of Executive’s Equity awards subject Option and any other future options to time-based vesting purchase shares of Stock shall be determined by adding 12 months to the actual period of service that Executive has completed with the Company if Executive’s employment with the Company is terminated by the Company without Cause or Executive terminates Executive’s employment for Good Reason Reason. (i.e., Executive’s vesting shall be accelerated by an additional 12 months). (2) Executive shall vest in 100% of Executive’s remaining unvested Equity awards subject to time-based vesting if (i) the Company is subject to a Change in Control and (iii) within 3 months prior to a Change in Control, on a Change in Control or in 18 12 months after the Change in Control, Executive’s employment with the Company is terminated by the Company (or its successor) without Cause or Executive terminates Executive’s employment for Good Reason. (3) If the Company is subject to a Change in Control prior to Executive’s termination of employment with the Company, then Executive shall vest in 100% of Executive’s unvested Equity awards PSUs for the measurement year in which a Change in Control occurs (i) if the pro-rated annual revenue and Adjusted EBITDA as of the date of the Change in Control annualized would exceed the Revenue Target for the year in which the Change in Control occurs (i.e., the trajectory of the revenue for the year is on pace to exceed the Revenue Target in the year of the Change in Control as of the date of the Change in Control), as determined by the Compensation Committee and (ii) if (A) the Company is subject to performance-based vestinga Change in Control and (B) within 3 months prior to a Change in Control, on a Change in Control or in 12 months after the Change in Control, Executive’s employment with the Company is terminated by the Company (or its successor) without Cause or Executive terminates 8 Executive’s employment for Good Reason. For the avoidance of doubt, (i) PSUs that did not vest in a prior year because the applicable Revenue Target milestone was not satisfied or the Stock Price Target milestone was not satisfied shall not be subject to any acceleration of vesting and (ii) PSUs that have not vested because the applicable measurement year has not yet occurred as of the Change in Control shall not be subject to any acceleration of vesting under the Revenue Target milestone; provided, however, that, if the per share closing price of the Company’s Stock equals or exceeds the Stock Price Target, disregarding the trading day requirement, for a future year upon the Change in Control, then the number of vested PSUs shall be accelerated to include the number of PSUs that would have vested in such future year. (4) If the Company is a party to a merger or consolidation, all Executive’s outstanding Equity shall vest in full unless the agreement evidencing the merger or consolidation provides for one or more of the following: (A) The continuation of such outstanding Equity by the Company (if the Company is the surviving corporation). (B) The assumption of such outstanding Equity by the surviving corporation or its parent. (C) The substitution by the surviving corporation or its parent of new Equity for such outstanding Equity. (D) Full exercisability of outstanding Equity and full vesting of the Stock subject to such Equity, followed by the cancellation of such Equity. The full exercisability of such Equity and full vesting of such Stock, as applicable, may be contingent on the closing of such merger or consolidation. (E) The cancellation of outstanding Equity and a payment to Executive equal to the excess of (i) the fair market value of the Stock subject to such Equity (whether or not such Equity is then exercisable or vested, as applicable) as of the closing date of such merger or consolidation over (ii) the exercise price. Such payment shall be made in the form of cash, cash equivalents or securities of the surviving corporation or its parent with a fair market value equal to the required amount. Such payment may be made in installments and may be deferred until the date or dates when such Equity would have become exercisable or such Stock would have vested. Such payment may be subject to vesting based on Executive’s continuing service, provided that the vesting schedule shall not be less favorable to Executive than the schedule under which such Equity would have become exercisable or such Stock would have vested. This provision is mandatory in the event that the Company is acquired by a private company for cash. (5) Executive shall vest in 100% of the remaining unvested Equity awards in the event of Disability where a Separation occurs or death. (6) In the event that Executive’s employment is terminated, other than by the Company (or its successor) with Cause or by Executive other than for Good Reason, each outstanding option or other outstanding rights to purchase Stock will remain exercisable for the lesser of (a) 3 years following the termination of the Executive’s employment and (b) the then remaining term of the option or other right.

Acceleration of Vesting of Equity. The following terms shall apply to all of Executive’s Equity outstanding as of the Effective Date, and to all future grants of Equityawards in Section 4(d), subject to Executive’s execution and non-revocation of the Release provided for in Section 5(a): (1) The vested percentage of Executive’s Equity awards subject to time-based vesting (“Time-Based Awards”) shall be determined by adding 12 months to the actual period of service that Executive has completed with the Company if Executive’s employment with the Company is terminated by the Company without Cause or Executive terminates Executive’s employment resigns for Good Reason Reason. (i.e., Executive’s vesting shall be accelerated by an additional 12 months). (2) Executive shall vest in 100% of Executive’s remaining unvested Equity awards subject to timeTime-based vesting Based Awards if (i) the Company is subject to a Change in Control occurs and (iii) within 3 months prior to a Change in Control, on a Change in Control Control, or in 18 within 12 months after the Change in Control, Executive’s employment with the Company is terminated by the Company (or its successor) without Cause or Executive terminates Executive’s employment resigns for Good Reason. (3) If the Company is subject to a Change in Control prior to Executive’s termination of employment with the Company, then Executive shall vest in 100% of Executive’s unvested Equity awards PSUs for the measurement year in which a Change in Control occurs (i) if the pro-rated annual revenue and Adjusted EBITDA as of the date of the Change in Control, annualized, would exceed the Revenue Target for the year in which the Change in Control occurs (i.e., the trajectory of the revenue for the year is on pace to exceed the Revenue Target in the year of the Change in Control as of the date of the Change in Control), as determined by the Compensation Committee and (ii) if (A) a Change in Control occurs and (B) within 3 months prior to a Change in Control, on a Change in Control, or within 12 months after the Change in Control, Executive’s employment with the Company is terminated by the 7 Company (or its successor) without Cause or Executive resigns for Good Reason. For the avoidance of doubt, (x) PSUs that did not vest in a prior year because the applicable Revenue Target milestone was not satisfied or the Stock Price Target milestone was not satisfied shall not be subject to performanceany acceleration of vesting and (y) PSUs that have not vested because the applicable measurement year has not yet occurred as of the Change in Control shall not be subject to any acceleration of vesting under the Revenue Target milestone; provided, however, that, if the per-based vestingshare closing price of the Stock equals or exceeds the Stock Price Target, disregarding the trading day requirement, for a future year upon the Change in Control, then the number of vested PSUs shall be accelerated to include the number of PSUs that would have vested in such future year. (4) If the Company is a party to a merger or consolidation, all Executive’s outstanding Equity shall vest in full unless the agreement evidencing the merger or consolidation provides for one or more of the following: (A) The continuation of such outstanding Equity by the Company (if the Company is the surviving corporation). (B) The assumption of such outstanding Equity by the surviving corporation or its parent. (C) The substitution by the surviving corporation or its parent of new Equity for such outstanding Equity. (D) Full exercisability of outstanding Equity and full vesting of the Stock subject to such Equity, followed by the cancellation of such Equity. The full exercisability of such Equity and full vesting of such Stock, as applicable, may be contingent on the closing of such merger or consolidation. (E) The cancellation of outstanding Equity and a payment to Executive equal to the excess of (i) the fair market value of the Stock subject to such Equity (whether or not such Equity is then exercisable or vested, as applicable) as of the closing date of such merger or consolidation over (ii) the exercise price. Such payment shall be made in the form of cash, cash equivalents or securities of the surviving corporation or its parent with a fair market value equal to the required amount. Such payment may be made in installments and may be deferred until the date or dates when such Equity would have become exercisable or such Stock would have vested. Such payment may be subject to vesting based on Executive’s continuing service, provided that the vesting schedule shall not be less favorable to Executive than the schedule under which such Equity would have become exercisable or such Stock would have vested. This provision is mandatory in the event that the Company is acquired by a private company for cash. (5) Executive shall vest in 100% of the remaining unvested Equity awards in the event of Disability where a Separation occurs or in the event of death. (6) In the event that Executive’s employment is terminated, other than by the Company (or its successor) with Cause or by Executive other than for Good Reason, each outstanding option or other outstanding rights to purchase Stock will remain exercisable for the lesser of (a) 3 years following the termination of the Executive’s employment and (b) the then remaining term of the option or other right.