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, the vesting of all Time-Based Equity Awards shall accelerate in full immediately prior to, but contingent upon the consummation of, the Change in Control. The foregoing provision is hereby deemed to be a part of each agreement evidencing each applicable Time-Based 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 provision. Notwithstanding the foregoing, unvested equity awards, if any, granted to Executive pursuant to an agreement between the Company and Executive that are subject to vesting conditions that are based on the achievement of corporate financial, stockholder return or other performance goals or any condition other than or in addition to Executive’s continued employment or service through specified dates will not be subject to acceleration pursuant to this Section, but will be governed by their terms.