Common use of Acceleration of Vesting Upon a Change in Control Clause in Contracts

Acceleration of Vesting Upon a Change in Control. In the event of a Change in Control, in addition to any accelerated vesting under Section 8.2 of this Agreement, the vesting of all then unvested Equity Awards granted to Executive shall accelerate in full immediately prior to, but contingent upon the consummation of, the Change in Control, irrespective of whether, within a period of four (4) months prior to such Change in Control, Executive’s employment with Company has terminated by reason of Involuntary Termination. This Section shall be applied to each Equity Award or any portion thereof that remains subject to a substantial risk of forfeiture until both (i) one or more applicable corporate financial or other business performance goals have been satisfied and (ii) Executive’s service with Company has continued through a specified date, and with respect to such Equity Award neither of the conditions specified in clause (i) or clause (ii) of this sentence has been satisfied, by accelerating in full the target number of shares or units that would vest pursuant to such Equity Award if Executive’s employment had not terminated and if all performance-based milestones were achieved at the 100% level by both Company and Executive. The foregoing provision is hereby deemed to be a part of each agreement evidencing each applicable Equity Award to which Executive is a party and to supersede any contrary provision in any such agreement unless such agreement specifically refers to and disclaims this Section 9 of this Agreement.