Acceleration of Vesting Upon Certain Events. Immediately prior to the consummation of a Corporate Transaction or Change in Control pursuant to which the holders of Common Stock become entitled to receive per-share consideration having a value equal to or greater than $9.28 (the “Threshold Price”), 100% of the Restricted Stock Units shall immediately vest, and the shares of Common Stock subject to the Restricted Stock Units shall immediately be issued to the Participant. Upon the consummation of a Corporate Transaction or Change in Control pursuant to which the holders of Common Stock of the Corporation become entitled to receive per-share consideration less than the Threshold Price, the Restricted Stock Units shall only vest, and restrictions shall only lapse, in the sole discretion of the Board. For the avoidance of doubt, in the event of a Corporate Transaction or Change in Control pursuant to which the holders of Common Stock become entitled to receive per-share consideration less than the Threshold Price and the Board does not exercise its discretion to cause the Restricted Stock Units to vest, this Agreement shall terminate and the Restricted Stock Units shall be cancelled and forfeited to the Corporation for no consideration.
Acceleration of Vesting Upon Certain Events. Subject to Section 3(c), in the event of (i) the Involuntary Termination of Purchaser or (ii) the consummation of a Change in Control (provided that Purchaser’s Service has not terminated prior to such Change in Control), the vesting of the Net Shares shall be accelerated in full, such that the total number of Net Shares which have not previously become Vested Shares shall be deemed Vested Shares effective as of the date of Purchaser’s Involuntary Termination or immediately prior to the effective time of the Change in Control, as the case may be.
Acceleration of Vesting Upon Certain Events. (a) Notwithstanding anything in this Agreement to the contrary, if you die or incur a Disability while employed by the Company or any of its Subsidiaries, or in the event that you die or incur a Disability after your employment has terminated for a reason permitting continued vesting pursuant to subparagraph 4(b) above, any unvested Deferred Shares shall vest on the date of your death or Disability and the Company will issue and pay the value of such Deferred Shares under this Award in the form of a cash payment/issuance of shares of Common Stock within thirty (30) days of death (to your Designated Beneficiary) or Disability. In addition, Sections 5, 6, 7 and 8 of this Agreement shall cease to apply upon your death at any time provided, however, if a UK Clawback Event, SSBI Identified Staff Clawback Event, an EC/EVP Clawback Event, or an EC/EVP Clawback Breach has occurred pursuant to Section 6, 7 or 8, respectively, at or prior to your death, any amount that the Board has made a determination to recover under such Sections shall continue to be payable to the Company.
(b) Subject to applicable law and regulation (including the rules and regulations of any applicable regulatory authority), if your employment with the Company and its Subsidiaries is terminated by the Company or the applicable Subsidiary without Cause, [or] by you for Good Reason [or on account of your Retirement], in each case, on or prior to the first anniversary of a Change in Control (and provided that such Change in Control constitutes a “change in control event” as that term is defined under Section 409A of the U.S. Internal Revenue Code of 1986, as amended, (“Code”) and U.S. Treasury Regulation Section 1.409A-3(i)(5)) prior to the full settlement of your Award, the unvested portion of this Award shall vest on the date of such termination and the Company will promptly issue and pay to you within thirty (30) days of such termination any such shares of Common Stock under this Award. For purposes of this Section 9(b), termination of employment shall mean a “separation from service” as determined in accordance with U.S. Treasury Regulation Section 1.409A-1(h). 10.
Acceleration of Vesting Upon Certain Events. Notwithstanding the Vesting provisions set forth in Section 3.1 above:
Acceleration of Vesting Upon Certain Events. Upon the occurrence of any of the following events, the Optionee shall have the immediate right (notwithstanding the provisions of Section 4 hereof) to exercise the Option with respect to all Shares covered by the Option:
(a) death of the Optionee while the Optionee is serving as a Director;
(b) removal of the Optionee as a member of the Board of Directors without cause; or
(c) a Change in Control (as defined under the terms of the Plan).
Acceleration of Vesting Upon Certain Events. Subject to applicable law and regulation (including the rules and regulations of any applicable regulatory authority): (a) Notwithstanding anything in this Agreement to the contrary, if you die or incur a Disability while employed by the Company or any of its Subsidiaries, or in the event that you die or incur a Disability after your employment has terminated for a reason permitting continued vesting pursuant to Section 4(b) above, any unvested Deferred Shares shall vest on the date of your death or Disability and the Company will issue and pay the value of such Deferred Shares under this Award in the form of a cash payment/issuance of shares of Common Stock within thirty (30) days of death (to your Designated Beneficiary) or Disability. In addition, Sections 5, 6, 7 and 8 of this Agreement shall cease to apply upon your death at any time provided, however, if a UK Clawback Event, SSBI Identified Staff Clawback Event, an EC/EVP Clawback Event, or an EC/EVP Clawback Breach has occurred pursuant to Section 6, 7 or 8, respectively, at or prior to your death, any amount that the Board has made a determination to recover under such Sections shall continue to be payable to the Company.
Acceleration of Vesting Upon Certain Events. Subject to applicable law and regulation (including the rules and regulations of any applicable regulatory authority): (a) Notwithstanding anything in this Agreement to the contrary, if you die or incur a Disability while employed by the Company or any of its Subsidiaries, or in the event that you die or incur a Disability after your employment has terminated for a reason permitting continued vesting pursuant to Section 3(b) above, any unvested RSUs shall vest on the date of your death or Disability and the Company will issue and pay the value of such RSUs under this Award in the form of a cash payment within thirty (30) days of death (to your Designated Beneficiary) or Disability. In addition, Sections 4 and 5 of this Agreement shall cease to apply upon your death at any time provided, however, if an EC/EVP Clawback Event, or an EC/EVP Clawback Breach has occurred pursuant to Section 5 at or prior to your death, any amount that the Board has made a determination to recover under such Sections shall continue to be payable to the Company.
Acceleration of Vesting Upon Certain Events. Notwithstanding anything to the contrary herein or in the Plan, the following shall apply (the date of any such acceleration event shall be referred to herein as an “Acceleration Date”):
Acceleration of Vesting Upon Certain Events. Notwithstanding the Vesting provisions set forth in Section 3.1 above:
(a) In the event that Founder's employment with the Company or its affiliates is terminated by the Company without cause, then immediately prior to such event, additional Unvested Shares equal to the greater of (i) the number of Unvested Shares scheduled to become Vested during the succeeding twelve months from the date of termination, and (ii) the number of Unvested Shares scheduled to become Vested on or before October 31, 1999, shall become Vested and the Company will have no right to repurchase such Shares pursuant to Section 3.2 above, and Founder shall be entitled to receive a severance payment of $100,000 payable in equal monthly installments over a twelve-month period commencing with the date of termination. For such purposes, the term "Cause" means (i) the conviction of any felony or (ii) participation in a fraud against the Company which, in the determination of the Company's Board of Directors, adversely affects the Company in a material way. For the above purposes, a termination by the Company without Cause includes a termination of employment by the Founder within 30 days following any of the following events; (x) the assignment of any duties to Founder inconsistent with, or reflecting a materially adverse change in, Founder's position, duties, responsibilities or status with the Company, or the removal of Founder from, such position; or (y) the relocation of the Company's principal executive offices, or relocating Founder's principal place of business, in excess of fifty (50) miles from the Company's executive offices located in Santa Clara, California.
Acceleration of Vesting Upon Certain Events
