Double Trigger Vesting Clause Samples

Double Trigger Vesting. Notwithstanding any other provision in this Agreement or the Plan, and except as otherwise provided in the applicable Change in Control transaction documents, in the event that the RSUs are assumed, continued or substituted by the acquiring or surviving entity in a Change in Control Transaction and the Participant incurs an involuntary termination of employment without Cause within twenty-four (24) months following a Change in Control, the unvested RSUs granted hereunder shall become fully vested and all restrictions on such RSUs shall lapse as of the date of the Participant’s involuntary termination without Cause. Nothing in this Section 3(f) or any other provision of this Agreement is intended to provide the Participant with any right to consent to or object to any transaction that might result in a Change in Control and each provision of this Agreement shall be interpreted in a manner consistent with this intent. For such purposes, “Cause” means the Company, in its sole and absolute discretion, determines that the Participant’s termination of employment was due to any one or more of the following events: (i) the Participant failed to make reasonable, good faith efforts to substantially fulfill assigned duties or the Participant intentionally failed to comply with applicable policies or directives of the Company; (ii) the Participant participated or engaged in (A) fraud, embezzlement, or theft, or (B) any intentional act inimical to the interests of the Company or that causes or reasonably could have caused the Company actual harm; (iii) the Participant intentionally and wrongfully damages property of the Company causing actual harm; (iv) the Participant wrongfully and intentionally disclosed trade secrets or confidential information of the Company, if such disclosure causes or could reasonably have caused actual harm to the Company; (v) the Participant violates any agreement that restricts the Participant from competing with the Company or solicits persons having a relationship with the Company to discontinue such relationship with the Company; (vi) the Participant engages in conduct that brings the Company into material public disgrace or disrepute; or (vii) the Participant commits a felony or a crime involving moral turpitude, regardless of whether conviction results. For purposes of determination whether a Participant’s termination was for Cause, the following standards will apply: (A) “intentional” acts will include acts committed with actual intent...

Double Trigger Vesting. Notwithstanding any other provision in this Agreement or the Plan, and except as otherwise provided in the applicable Change in Control transaction documents, in the event that the Participant incurs an involuntary Termination without Cause within twenty-four (24) months following a Change in Control, the unvested Option Shares granted hereunder shall become fully vested and exercisable and all restrictions on such Option Shares shall lapse as of the date of the Participant’s involuntary Termination without Cause. Nothing in this Section 3(d) or any other provision of this Agreement is intended to provide the Participant with any right to consent to or object to any transaction that might result in a Change in Control and each provision of this Agreement shall be interpreted in a manner consistent with this intent.

Double Trigger Vesting. Notwithstanding any other provision in this Agreement or the Plan, and except as otherwise provided in the applicable Change in Control transaction documents, in the event that the Participant incurs an involuntary Termination without Cause within twenty-four (24) months following a Change in Control, the unvested RSUs granted hereunder shall become fully vested and all restrictions on such RSUs shall lapse as of the date of the Participant’s involuntary Termination without Cause. Nothing in this Section 3(d) or any other provision of this Agreement is intended to provide the Participant with any right to consent to or object to any transaction that might result in a Change in Control and each provision of this Agreement shall be interpreted in a manner consistent with this intent.

Double Trigger Vesting. If after a Change of Control, the Company terminates the Employee’s employment without Cause (as defined below) or the Employee resigns his employment and such resignation qualifies as a Constructive Termination (as defined below), 100% of the Stock Option that remains unvested shall vest and become fully exercisable immediately upon the termination of employment of the Employee; provided, that the Employee executes and delivers to the Company, and does not revoke, the Release (as defined below).

Double Trigger Vesting. If any RSUs do not fully vest in a Corporate Transaction, then the corresponding unvested RSUs shall be subject to Section 11 of the Plan. In addition, provided that ▇▇▇▇▇▇▇ remains Chief Executive Officer of the Company until immediately prior to the closing of such Corporate Transaction, any unvested RSUs following a Corporate Transaction that are Assumed in connection with such Corporate Transaction shall vest if the Grantee’s Continuous Service is terminated by the Company (or its successor) without Cause or by the Grantee’s resignation for Good Reason, in each case, that occurs during the one-year period immediately following the consummation of such Corporate Transaction but prior to the Expiration Date, subject to the Grantee executing a release of claims in favor of the Company (“Double-Trigger Acceleration”).

Double Trigger Vesting. Section 2(b) of the RSU Agreement is hereby amended by replacing the first sentence of Section 2(b) in each RSU Agreement with the following:

Double Trigger Vesting. Notwithstanding any other provisions of the Plan, an Award Agreement to the contrary, with respect to any Award that is assumed or substituted in connection with a Change in Control, the vesting, payment, purchase or distribution of such Award may not be accelerated by reason of the Change in Control for any Grantee unless the Grantee experiences an involuntary Termination as a result of the Change in Control. Unless otherwise provided for in an Award Agreement, any Award held by a Grantee who experiences an involuntary Termination as a result of a Change in Control shall immediately vest as of the date of such Termination. For purposes of this Section 5(d), a Grantee will be deemed to experience an involuntary Termination as a result of a Change in Control if the Grantee experiences a Termination by the Service Recipient other than for Cause as defined in the applicable Award Agreement or in a written change in control, retention, severance or similar plan maintained by the Company in which the Grantee participates), or otherwise experiences a Termination under circumstances which entitle the Grantee to mandatory severance payment(s) pursuant to applicable law or, in the case of a non-employee director of the Company, if the non-employee director’s service on the Board terminates in connection with or as a result of a Change in Control, in each case, at any time beginning on the date of the Change in Control up to and including the first (1st) anniversary of the Change in Control.

Double Trigger Vesting. Section 2(b) of the Option Agreement is hereby amended by replacing the first sentence of Section 2(b) in each Option Agreement with the following: