Common use of Equity Acceleration in Connection with Change in Control Clause in Contracts

Equity Acceleration in Connection with Change in Control. If a Change in Control Date occurs during the Employment Period, then, effective upon the Change in Control Date, (a) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated in part so that the option shall become exercisable, as of immediately prior to the Change in Control, for an additional number of shares equal to 50% of the original number of shares of Common Stock subject to the option with the remaining unvested shares subject to such option continuing to vest, subject to satisfaction of the vesting conditions, with respect to the same number of shares as would have become vested on each vesting date under the original remaining vesting schedule set forth in the applicable option agreement, but with the remaining length of the vesting schedule shortened accordingly; and (b) unvested shares or units, if any, with respect to each outstanding restricted stock or stock unit award held by the Executive shall become accelerated in part so that the number of unvested shares or units shall, as of immediately prior to the Change in Control, be reduced by the number of shares or units equal to 50% of the original number of shares or units subject to such restricted stock or stock unit award with the remaining unvested shares or units continuing to vest, subject to satisfaction of the vesting conditions, with respect to the same number of shares or units as would have become vested on each vesting date under the original remaining schedule set forth in the applicable restricted stock or stock unit award agreement, but with the remaining length of the vesting schedule shortened accordingly; provided that the vesting will not accelerate the distribution of shares underlying equity awards if such acceleration of distribution would trigger taxation under Section 409A(a)(1)(B) of the Internal Revenue Code of 1986 and the guidance issued thereunder (“Section 409A” of the “Code”). For the avoidance of doubt, the equity acceleration upon a Change in Control provided for in this Section 4 shall be in lieu of, and not in addition to, any equity acceleration provided for in any applicable equity award agreement in connection with a Change in Control (a “CIC Duplicative Provision”). The Executive agrees that any CIC Duplicative Provision is hereby deleted and of no further force or effect.

Equity Acceleration in Connection with Change in Control. If a Change in Control Date occurs during the Employment Period, then, effective upon the Change in Control Date, (a) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated in part so that the option shall become exercisable, as of immediately prior to the Change in Control, for an additional number of shares equal to 50% of the original number of shares of Common Stock subject to the option with the remaining unvested shares subject to such option continuing to vest, subject to satisfaction of the vesting conditions, with respect to the same number of shares as would have become vested on each vesting date under the original remaining vesting schedule set forth in the applicable option agreement, but with the remaining length of the vesting schedule shortened accordingly; and (b) unvested shares or units, if any, with respect to each outstanding restricted stock or stock unit award held by the Executive shall become accelerated in part so that the number of unvested shares or units shall, as of immediately prior to the Change in Control, be reduced by the number of shares or units equal to 50% of the original number of shares or units subject to such restricted stock or stock unit award with the remaining unvested shares or units continuing to vest, subject to satisfaction of the vesting conditions, with respect to the same number of shares or units as would have become vested on each vesting date under the original remaining schedule set forth in the applicable restricted stock or stock unit award agreement, but with the remaining length of the vesting schedule shortened accordingly; provided that the vesting will not accelerate the distribution of shares underlying equity awards if such acceleration of distribution would trigger taxation under Section 409A(a)(1)(B409A(a)(l)(B) of the Internal Revenue Code of 1986 and the guidance issued thereunder (“Section 409A” of the “Code”). For the avoidance of doubt, the equity acceleration upon a Change in Control provided for in this Section 4 shall be in lieu of, and not in addition to, any equity acceleration provided for in any applicable equity award agreement in connection with a Change in Control (a “CIC Duplicative Provision”). The Executive agrees that any CIC Duplicative Provision is hereby deleted and of no further force or effect.