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 you hold covering Company common stock (each, an “Equity Award”) shall be accelerated in full and any reacquisition or repurchase rights held by the Company in respect of common stock issued pursuant to any Equity Award granted to you shall lapse in full. For purposes of determining the number of shares that will vest pursuant to the foregoing provision with respect to any Equity Award that vests based on performance goals for which the performance period has not ended and that has multiple vesting levels depending upon the level of performance, vesting acceleration with respect to any ongoing performance period(s) shall occur with respect to the number of shares subject to the award as if the applicable performance criteria had been attained at a 100% level or, if greater, based on actual performance as of your Covered Termination. If necessary to give effect to this Section 9(b)(i), if your Covered Termination occurs prior to a Change in Control, all of the Equity Awards you hold as of immediately prior to your Covered Termination shall remain outstanding after your Covered Termination for at least until the earlier of (i) thirty (30) days after your Covered Termination or (ii) the Closing, if sooner. Notwithstanding anything to the contrary set forth herein, your Equity Awards shall remain subject to the terms of the applicable Company plan and award documents under which such Equity Award was granted, including any provision for earlier termination of such Equity Awards.

Equity Acceleration. The vesting and exercisability of each outstanding unvested stock option and other stock award, as applicable, that you hold covering Company common stock (each, an “Equity Award”) shall be accelerated in full and any reacquisition or repurchase rights held by the Company in respect of common stock issued pursuant to any Equity Award granted to you shall lapse in full. For purposes of determining the number of shares that will vest pursuant to the foregoing provision with respect to any Equity Award that vests based on performance goals for which the performance period has not ended and that has multiple vesting levels depending upon the level of performance, vesting acceleration with respect to any ongoing performance period(s) shall occur with respect to the number of shares subject to the award as if the applicable performance criteria had been attained at a 100% level or, if greater, based on actual performance as of your Covered Termination. If necessary to give effect to this Section 9(b)(i8(b)(i), if your Covered Termination occurs prior to a Change in Control, all of the Equity Awards you hold as of immediately prior to your Covered Termination shall remain outstanding after your Covered Termination for at least until the earlier of (i) thirty (30) days after your Covered Termination or (ii) the Closing, if sooner. Notwithstanding anything to the contrary set forth herein, your Equity Awards shall remain subject to the terms of the applicable Company plan and award documents under which such Equity Award was granted, including any provision for earlier termination of such Equity Awards.

Equity Acceleration. The vesting Each of your then-outstanding, unvested Time-Vesting Awards and exercisability Performance Satisfied Awards shall accelerate and become vested and exercisable or settled with respect to one hundred percent (100%) of each outstanding the unvested stock option shares subject thereto. Performance Subject Awards shall accelerate and other stock awardbecome vested and exercisable or settled (if at all) as set forth in the terms of the applicable award agreement; provided, however, that if any Performance Subject Awards whose measurement periods have not been completed, and performance has not been measured, as applicableof the Change in Control, that you hold covering Company common stock (eachdo not specify the calculation of performance upon a Change in Control, an “Equity Award”) shall the performance will be accelerated deemed achieved at either the target level of performance described in full the applicable award agreement or at the actual level of performance achieved under the terms of the applicable award agreement, if such performance is determinable as of immediately prior to the Change in Control, and any reacquisition or repurchase rights held by the Company in respect resulting number of common stock issued pursuant to any Equity Award granted to you shall lapse achieved Performance Awards will accelerate and become vested in full. For purposes of determining the number of shares that will vest pursuant to To permit the foregoing provision with respect to any Equity Award that vests based on performance goals for which acceleration in the performance period has not ended and that has multiple vesting levels depending upon the level of performance, vesting acceleration with respect to any ongoing performance period(s) shall occur with respect to the number of shares subject to the award as if the applicable performance criteria had been attained at a 100% level or, if greater, based on actual performance as of event your Covered Termination. If necessary to give effect to this Section 9(b)(i), if your Covered Qualifying Termination occurs within the 3-Month Lookback prior to a Change in Control, all of the any then-unvested Company Equity Awards you hold as of immediately prior to your Covered Termination shall will not terminate and will remain outstanding (provided that in no event will any Company Equity Award remain outstanding beyond the expiration of its maximum term) and eligible for acceleration and settlement, as applicable, with respect to the proposed Change in Control. In the event that the proposed Change in Control is not completed during the 3-Month Lookback, any unvested Company Equity Awards (after your Covered Termination for at least until the earlier of (i) thirty (30) days after your Covered Termination or (ii) the Closinggiving effect to any accelerated vesting pursuant to Section 8(a), if sooner. Notwithstanding anything to the contrary set forth herein, applicable) shall automatically be forfeited effective three (3) months following your Equity Awards shall remain subject to the terms of the applicable Company plan and award documents under which such Equity Award was granted, including any provision for earlier termination of such Equity AwardsQualifying Termination.

Equity Acceleration. The vesting and exercisability of each outstanding unvested stock option and other stock award, as applicable, that you hold covering Company common stock (each, an “Equity Award”) shall be accelerated in full and any reacquisition or repurchase rights held by the Company in respect of common stock issued pursuant to any Equity Award granted to you shall lapse in full. For purposes of determining the number of shares that will vest pursuant to the foregoing provision with respect to any performance based vesting Equity Award that vests based on performance goals for which the performance period has not ended and that has multiple vesting levels depending upon the level of performance, vesting acceleration with respect to any ongoing performance period(s) shall occur with respect to the number of shares subject to the award as if the applicable performance criteria had been attained at a 100% level or, if greater, based on actual performance as of your Covered Termination. If necessary to give effect to this Section 9(b)(i)not exercised, if your Covered Termination occurs prior to a Change in Control, all of the Equity Awards you hold will terminate as of immediately prior the Employer’s filing of a Certificate of Dissolution with the Secretary of State of the State of Delaware. This is currently anticipated to your Covered Termination shall remain outstanding after your Covered Termination for happen on or about March 24, 2023, but could occur earlier or later than that date, at least until the earlier discretion of (i) thirty (30) days after your Covered Termination or (ii) the ClosingBoard. Following such termination, if soonerno Equity Awards may be exercised. Notwithstanding anything to the contrary set forth herein, your Equity Awards shall remain subject to the terms of the applicable Company plan and award documents under which such Equity Award was granted, including any provision for earlier termination of such Equity Awards.