Common use of Additional Acceleration Clause in Contracts

Additional Acceleration. Executive’s stock options shall provide that if: (1) the Company terminates Executive’s employment without Cause; or (2) Executive resigns his employment for Good Reason or following a material adverse change in Executive’s Chief Executive Officer title or reporting relationships of persons reporting to Executive without Executive’s consent (“Adverse Change In Title”), then, subject to the Executive: (a) furnishing to the Company an executed Release and Waiver within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination; and (b) allowing the Release and Waiver to become effective in accordance with its terms, Executive shall receive immediate accelerated vesting of (x) twelve and one-half (12 1/2%) percent of the total shares subject to the Executive’s stock options (or other equity awards) if termination of employment occurs prior to the Change of Control Period or after the Change of Control Period (increased to twenty-five (25%) percent of the total shares subject to the Executive’s stock options (or other equity awards) if termination of employment occurs within the first twelve (12) months of employment and prior to the Change of Control Period or after the Change of Control Period) and (y) one hundred percent (100%) of the then-unvested shares subject to each of Executive’s outstanding stock options (or other equity awards) if termination of employment occurs during the Change of Control Period, but in the case of (y) only to the extent such acceleration has not already occurred pursuant to Section 3.4. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in the Plan or the applicable form of stock option agreement (or other equity agreement), none of Executive’s unvested options (or other equity awards) shall terminate or be forfeited any earlier than three (3) months after any of the following occurrences during the Change of Control Period: (a) any termination of the Executive’s employment without Cause; or (b) Executive’s resignation for Good Reason or pursuant to an Adverse Change in Title. For the avoidance of doubt, if Executive’s resignation is due to an Adverse Change in Title, but does not otherwise qualify as a resignation for Good Reason, Executive shall not be entitled to any of the severance benefits provided under Sections 4.5.3 or 4.5.4. The provisions of this Section 4.5.5 shall be contained in Executive’s option agreements and although contingent upon Executive’s continued employment with the Company, shall not be contingent upon the continued effectiveness of this Agreement.

Additional Acceleration. Executive’s stock options shall provide that if: (1) the Company terminates Executive’s employment without Cause; or (2) Executive resigns his employment for Good Reason or following a material adverse change in Executive’s Chief Executive Officer Senior Vice President, Engineering title or reporting relationships of persons reporting to Executive without Executive’s consent (“Adverse Change In Title”), then, subject to the Executive: (a) furnishing to the Company an executed Release and Waiver within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination; and (b) allowing the Release and Waiver to become effective in accordance with its terms, Executive shall receive immediate accelerated vesting of (x) twelve and one-half (12 1/2%) percent of the total shares subject to the Executive’s stock options (or other equity awards) if termination of employment occurs prior to the Change of Control Period or after the Change of Control Period (increased to twenty-five (25%) percent of the total shares subject to the Executive’s stock options (or other equity awards) if termination of employment occurs (i) prior to the Change of Control Period or (ii) after the Change of Control Period and (in either case (i) or (ii)) within the first twelve (12) months of employment and prior to the Change of Control Period or after the Change of Control Period) employment, and (y) one hundred percent (100%) of the then-unvested shares subject to each of Executive’s outstanding stock options (or other equity awards) if termination of employment occurs during the Change of Control Period, but in the case of (y) only to the extent such acceleration has not already occurred pursuant to Section 3.4. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in the Plan or the applicable form of stock option agreement (or other equity agreement), none of Executive’s unvested options (or other equity awards) shall terminate or be forfeited any earlier than three (3) months after any of the following occurrences during the Change of Control Period: (a) any termination of the Executive’s employment without Cause; or (b) Executive’s resignation for Good Reason or pursuant to an Adverse Change in Title. For the avoidance of doubt, if Executive’s resignation is due to an Adverse Change in Title, but does not otherwise qualify as a resignation for Good Reason, Executive shall not be entitled to any of the severance benefits provided under Sections 4.5.3 or 4.5.4. The provisions of this Section 4.5.5 shall be contained in Executive’s option agreements and although contingent upon Executive’s continued employment with the Company, shall not be contingent upon the continued effectiveness of this Agreement.

Additional Acceleration. Executive’s stock options shall provide that if: (1) the Company terminates Executive’s employment without Cause; or (2) Executive resigns his employment for Good Reason or following a material adverse change in Executive’s Chief Executive Financial Officer title or reporting relationships of persons reporting to Executive without Executive’s consent (“Adverse Change In Title”), then, subject to the Executive: (a) furnishing to the Company an executed Release and Waiver within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination; and (b) allowing the Release and Waiver to become effective in accordance with its terms, Executive shall receive immediate accelerated vesting of (x) twelve and one-half (12 1/2%) percent of the total shares subject to the Executive’s stock options (or other equity awards) if termination of employment occurs prior to the Change of Control Period or after the Change of Control Period (increased to twenty-five (25%) percent of the total shares subject to the Executive’s stock options (or other equity awards) if termination of employment occurs (i) prior to the Change of Control Period or (ii) after the Change of Control Period and (in either case (i) or (ii)) within the first twelve (12) months of employment and prior to the Change of Control Period or after the Change of Control Period) employment, and (y) one hundred percent (100%) of the then-unvested shares subject to each of Executive’s outstanding stock options (or other equity awards) if termination of employment occurs during the Change of Control Period, but in the case of (y) only to the extent such acceleration has not already occurred pursuant to Section 3.4. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in the Plan or the applicable form of stock option agreement (or other equity agreement), none of Executive’s unvested options (or other equity awards) shall terminate or be forfeited any earlier than three (3) months after any of the following occurrences during the Change of Control Period: (a) any termination of the Executive’s employment without Cause; or (b) Executive’s resignation for Good Reason or pursuant to an Adverse Change in Title. For the avoidance of doubt, if Executive’s resignation is due to an Adverse Change in Title, but does not otherwise qualify as a resignation for Good Reason, Executive shall not be entitled to any of the severance benefits provided under Sections 4.5.3 or 4.5.4. The provisions of this Section 4.5.5 shall be contained in Executive’s option agreements and although contingent upon Executive’s continued employment with the Company, shall not be contingent upon the continued effectiveness of this Agreement.

Additional Acceleration. Executive’s stock options shall provide that if: (1) the Company terminates Executive’s employment without Cause; or (2) Executive resigns his employment for Good Reason or following a material adverse change in Executive’s Chief Executive Officer Senior Vice President of Sales title or reporting relationships of persons reporting to Executive without Executive’s consent (“Adverse Change In Title”), then, subject to the Executive: (a) furnishing to the Company an executed Release and Waiver within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination; and (b) allowing the Release and Waiver to become effective in accordance with its terms, Executive shall receive immediate accelerated vesting of (x) twelve and one-half (12 1/2%) percent of the total shares subject to the Executive’s stock options (or other equity awards) if termination of employment occurs prior to the Change of Control Period or after the Change of Control Period (increased to twenty-five (25%) percent of the total shares subject to the Executive’s stock options (or other equity awards) if termination of employment occurs (i) prior to the Change of Control Period or (ii) after the Change of Control Period and (in either case (i) or (ii)) within the first twelve (12) months of employment and prior to the Change of Control Period or after the Change of Control Period) employment, and (y) one hundred percent (100%) of the then-unvested shares subject to each of Executive’s outstanding stock options (or other equity awards) if termination of employment occurs during the Change of Control Period, but in the case of (y) only to the extent such acceleration has not already occurred pursuant to Section 3.4. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in the Plan or the applicable form of stock option agreement (or other equity agreement), none of Executive’s unvested options (or other equity awards) shall terminate or be forfeited any earlier than three (3) months after any of the following occurrences during the Change of Control Period: (a) any termination of the Executive’s employment without Cause; or (b) Executive’s resignation for Good Reason or pursuant to an Adverse Change in Title. For the avoidance of doubt, if Executive’s resignation is due to an Adverse Change in Title, but does not otherwise qualify as a resignation for Good Reason, Executive shall not be entitled to any of the severance benefits provided under Sections 4.5.3 or 4.5.4. The provisions of this Section 4.5.5 shall be contained in Executive’s option agreements and although contingent upon Executive’s continued employment with the Company, shall not be contingent upon the continued effectiveness of this Agreement.