Common use of Equity Acceleration Clause in Contracts

Equity Acceleration. The vesting and exercisability of each outstanding unvested stock option and other stock award, as applicable, that Executive holds covering Company common stock as of the date of Executive’s termination or resignation (each, an “Equity Award”) that was granted to Executive on or after the Effective Date shall be accelerated in full and any reacquisition or repurchase rights held by the Company in respect of Company common stock issued pursuant to any such Equity Award granted to Executive shall lapse in full. With respect to any such outstanding Equity Award that is subject to performance-vesting, unless otherwise provided in the individual grant notice and award agreement evidencing such award, each such performance-vesting award shall accelerate vesting at 100% of the target level of performance or, if greater, based on actual performance measured as of the effective time of such Change in Control, as determined by the Board (or any authorized committee or designee thereof) in its sole discretion. To the extent Executive’s termination or resignation occurs prior to the Change in Control, the acceleration set forth in this Section 6.3(d) shall be contingent and effective upon the Change in Control and Executive’s Equity Awards will remain outstanding following Executive’s termination or resignation to give effect to such acceleration as necessary. For the avoidance of doubt, any Equity Awards that were granted prior to the Effective Date shall remain subject to the terms under which such Equity Awards were granted, including the award documentation or Executive’s employment or other written agreement governing such award (without regard to any amendment or restatement of such agreement), that may apply upon a change in control and/or termination of Executive’s service; provided that such Equity Awards shall be subject to the terms of Section 6.6 of this Agreement below.

Equity Acceleration. The vesting and exercisability of each outstanding unvested stock option and other stock award, as applicable, that Executive holds covering Company common stock as of the date of Executive’s termination or resignation (each, an “Equity Award”) that was granted to Executive on or after the Effective Date shall be accelerated in full and any reacquisition or repurchase rights held by the Company in respect of Company common stock issued pursuant to any such Equity Award granted to Executive shall lapse in full. With respect to any such outstanding Equity Award that is subject to performance-vesting, unless otherwise provided in the individual grant notice and award agreement evidencing such award, each such performance-vesting award shall accelerate vesting at 100% of the target level of performance or, if greater, based on actual performance measured as of the effective time of such Change in Control, as determined by the Board (or any authorized committee or designee thereof) in its sole discretion. To the extent Executive’s termination or resignation occurs prior to the Change in Control, the acceleration set forth in this Section 6.3(d) shall be contingent and effective upon the Change in Control and Executive’s Equity Awards will remain outstanding following Executive’s termination or resignation to give effect to such acceleration as necessary. For the avoidance of doubt, any Equity Awards that were granted prior to the Effective Date shall remain subject to the terms under which such Equity Awards were granted, including (i) the applicable equity plan under which such awards were granted, (ii) the award documentation or Executive’s employment or other written agreement governing such award awards, and (iii) the Existing Employment Agreement (without regard to any amendment or restatement of such agreement) (with (i), (ii) and (iii) collectively referred to as the “Award Documentation”), that may apply upon a change in control and/or termination of Executive’s service; provided that such Equity Awards shall be subject to the terms of Section 6.6 of this Agreement below; further provided that in the event of any conflict between the provisions of this Agreement and the provisions of any Equity Awards that were granted prior to the Effective Date, the terms more favorable to Executive shall apply.