Equity Acceleration Upon a Change in Control Clause Samples

Equity Acceleration Upon a Change in Control. Notwithstanding anything in this Agreement to the contrary, upon a Change in Control, the Executive’s outstanding equity awards with respect to stock of the Company or a successor (including outstanding Options, SARs, Performance Awards and Time Vested Shares) shall become fully vested if the acquiring company does not convert the Executive’s outstanding equity awards to equity awards of the acquiring company (or the parent of the acquiring company, if the acquirer is a subsidiary) that have the same economic value, vesting provisions and other terms as the Executive’s outstanding equity awards. If, upon a Change in Control, the acquiring company does convert the Executive’s outstanding equity awards to equity awards of the acquiring company (or the parent of the acquiring company, if the acquirer is a subsidiary) that have the same economic value, vesting provisions and other terms as the Executive’s outstanding equity awards, the vesting schedule of the Executive’s outstanding equity awards with respect to stock of the Company or a successor (including outstanding Options, SARs, Performance Awards and Time Vested Shares) shall be accelerated by two (2) years and the outstanding equity awards that would have vested over the two (2) year period following such Change in Control shall become vested on the date of the Change in Control, unless the terms of the grant agreements provide for greater vesting. If the Executive’s employment terminates upon a Qualifying Termination, the Executive’s outstanding equity awards with respect to stock of the Company or a successor (including any acquiring company or any parent of an acquirer) shall become fully vested. Nothing in this Section 8.4 shall limit the provisions of any of the Executive’s existing equity grant agreements.

Equity Acceleration Upon a Change in Control. Upon a Change in Control that occurs before the termination of Employee’s employment with the Company, Employee will receive accelerated vesting as to one hundred percent (100%) of the then‑unvested portions of all of Employee’s outstanding equity awards that were granted before the Effective Date, and with respect to such equity awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met.