Common use of Auto-Acceleration Clause in Contracts

Auto-Acceleration. All of EXECUTIVE’s options, restricted stock units and performance stock units shall include auto acceleration of outstanding vesting conditions upon a change of control, irrespective of whether the COMPANY’s Plan includes auto-acceleration upon a change of control. Specifically, the auto-acceleration of all vesting conditions shall be deemed effective immediately prior to any change of control transaction, which shall be any merger transaction which results in a change in the voting control of the COMPANY, or a sale of all or substantially all of the assets of the COMPANY.