Acceleration Upon a Change of Control. Subject to any additional acceleration of exercisability described in Sections 4(b), (c) and (d) below, in connection with a Change of Control (as defined in Section 1 above), the vesting and exercisability of fifty percent (50%) of Executive’s outstanding Stock Awards shall be automatically accelerated. The foregoing provision is hereby deemed to be a part of each such Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.
Acceleration Upon a Change of Control. Notwithstanding the foregoing, upon ------------------------------------- a Change of Control, as defined below, that occurs while Optionee provides services to the Company, this Option shall become vested and exercisable as to fifty percent (50%) of the shares subject to this Option on the date the event constituting a Change of Control is consummated. The balance of the shares subject to this Option shall continue to vest on the same schedule (i.e., the same number of shares shall vest each month) as existed prior to the Change of Control. For example, if a Change of Control occurs on a date when 25% of Optionee's shares have vested, then an additional 25% of the shares shall be vested pursuant to this paragraph. The remaining 50% of the shares subject to this Option shall vest at the rate of 1/48/th/ of the shares per month thereafter, such that all shares are fully vested after an additional 24-month period. If a Change of Control occurs on a date where more than 50% of Optionee's shares have already vested, then no additional Shares shall vest pursuant to this paragraph.
Acceleration Upon a Change of Control. Upon a Change of Control, all of the Unvested Shares shall immediately become Vested Shares.
Acceleration Upon a Change of Control. In the event of a Change of Control (as defined below), 100% of the total number of Shares that have not been released from the Repurchase Option shall be immediately released from the Repurchase Option, provided that the Purchaser’s continuous status as a Service Provider has not been terminated prior to such time.
Acceleration Upon a Change of Control. Upon the occurrence of a Change of Control, all of Executive’s shares subject to any unvested stock options and all shares of restricted stock, restricted stock units or other awards made under the Plan to Executive shall immediately vest and become exercisable.
Acceleration Upon a Change of Control. Upon the occurrence of a Change of Control, fifty percent (50%) of all unvested options held pursuant to each option grant by the Company to Employee that is outstanding as of July 18, 2003 (the "Options") shall become vested and exercisable upon a Change of Control. Subject to Section 5 hereof, if Employee continues to be employed by the Company or any successor thereto following the Change of Control until the first anniversary of the Change of Control, then the remaining fifty percent (50%) of the Options shall become vested and exercisable as of that one year anniversary.
Acceleration Upon a Change of Control. If a Change of Control occurs and the Option is not converted, assumed, or replaced by a successor, the Option shall become fully exercisable and all forfeiture restrictions on the Option shall lapse. Upon, or in anticipation of, a Change of Control, the Committee may cause Option outstanding hereunder to terminate at a specific time in the future and shall give Optionee the right to exercise the Option during a period of time as the Committee, in its sole and absolute discretion, shall determine. In the event that the terms of any agreement between the Company or any Company subsidiary or affiliate and Optionee contains provisions that conflict with and are more restrictive than the provisions of this Section 7(b), this Section 7(b) shall prevail and control and the more restrictive terms of such agreement (and only such terms) shall be of no force or effect.
Acceleration Upon a Change of Control. Subject to Section 4 below, if a Change of Control occurs, then in addition to any shares which have already vested, upon the consummation of such Change of Control, (i) in the case of options, each stock option to purchase the Company's Common Stock granted to Employee over the course of his or her employment with the Company and held by Employee on the date of termination of employment shall become vested as to fifty percent (50%) of the remainder subject to vesting, and (ii) in the case of shares subject to repurchase by the Company, the repurchase option applicable to all such shares will lapse as to fifty percent (50%) of the shares still subject to the repurchase option.
Acceleration Upon a Change of Control. (i) Immediately prior to a Change of Control (as defined in Section 3(c)(iii), below) that occurs on or after the second anniversary of the Effective Date and while Executive is employed by the Company on a full-time basis as contemplated by Section 2 above, the Restricted Stock Award shall vest in full.
(ii) Immediately prior to a Change of Control that occurs prior to the second anniversary of the Effective Date and while Executive is employed by the Company on a full-time basis as contemplated by Section 2 above, the then-unvested portion of the Restricted Stock Award (if any) shall vest on a pro-rata basis in accordance with a fraction, the numerator of which is the number of days between the date of the Change of Control and the Effective Date, and the denominator of which is 730. Notwithstanding the foregoing, no acceleration shall occur under this Section 3(c)(ii) unless the Market Capitalization of the Company at the time of the Change of Control equals or exceeds One Billion, Five Hundred Million Dollars ($1,500,000,000) (the “Market Cap Target”). “Market Capitalization” means the combined value of all outstanding shares of all classes of stock issued by the Company, and shall include the value of any outstanding stock options or warrants to purchase Company stock issued by the Company, but shall not include unvested shares of restricted stock. For purposes of clarity, shares of stock vesting immediately prior to or upon the Change of Control shall be considered vested for this purpose. The value of stock options and warrants shall be the excess, if any, on the date of the Change of Control, of the fair market value of the Company stock subject to the option or warrant and the strike price of the option or warrant. The fair market value of a class of Company stock that is then publicly traded shall be the average of the high and low bid prices of the stock on the trading date immediately prior to the Change of Control, as reported on the principal securities exchange or market on which the stock is then traded. The fair market value of a class of Company stock not then publicly traded shall be finally determined by the Board in good faith.
Acceleration Upon a Change of Control. In the event of a Change of Control, on the effective date of the transaction, fifty percent (50%) of all unvested options to purchase the Company’s securities held by the Employee (the “Option”) prior to the effective date of the Change of Control transaction shall become fully vested and immediately exercisable and shall remain exercisable as specified in Section (2)(b)(2)(ii) of this Agreement, and repurchase rights of the Company with respect to fifty percent (50%) of the shares of restricted stock held by the Employee purchased by the Employee pursuant to the terms of a Stock Purchase Agreement shall immediately lapse. In addition, unless the vesting schedule in the original grant document or offer letter would provide for faster vesting, on each one month anniversary of the effective date of the Change of Control transaction 1/12 of all remaining unvested options held by the Employee shall become fully vested and immediately exercisable and shall remain exercisable as specified in Section (2)(b)(2)(ii) of this Agreement, and repurchase rights of the Company with respect to 1/12 of all remaining shares of restricted stock held by Employee shall lapse.
