Common use of Equity Award Vesting Acceleration Clause in Contracts

Equity Award Vesting Acceleration. With respect to the circumstances described in Section 2.1 (i) and (ii), or (iii), 100% of the Shares subject to each of Executive’s then outstanding stock options, stock appreciation rights, restricted stock units and other Company equity compensation awards, including (subject to the provisions of this paragraph) performance-based vesting full-value awards where the payout is either a fixed number of Shares or zero Shares depending on whether the performance metric is obtained, shall immediately accelerate vesting. With respect to performance-based vesting full-value awards in which the performance period has not been completed prior to the Executive’s termination date and where the number of Shares earned is variable based upon the extent to which performance milestones are reached (i.e., where the number of Shares earned based upon achieving performance milestones can be more than one positive number), each such award shall immediately accelerate vesting as described above as if one hundred percent of the target performance levels had been achieved. With respect to performance-based vesting full-value awards where the performance period has been completed prior to the Executive’s termination date and that remain subject to additional service-based vesting, such awards shall accelerate as described above with respect only to the shares earned by virtue of attaining the performance metrics during the performance period. Any Company stock options and stock appreciation rights shall thereafter remain exercisable following the Executive’s employment termination for the period prescribed in the respective option and stock appreciation right agreements. Subject to Section 5, any acceleration pursuant to this Section 2.1.3 shall occur upon (a) with respect to any restricted stock, stock options and stock appreciation rights, the date the Release becomes effective and irrevocable (or, if Executive’s termination occurs during the Pre-CIC Period, on the later of the date the Release becomes effective and irrevocable or the date of the Change in Control, subject to the provisions of Section 2.1.4), and (b) with respect to any restricted stock units, performance shares/units or similar equity awards, on the Release Deadline Date (or, if Executive’s termination occurs during the Pre-CIC Period, on the later of the Release Deadline Date or the date of the Change in Control, subject to the provisions of Section 2.1.4).

Equity Award Vesting Acceleration. With respect to the circumstances described in Section 2.1 (i) If Executive holds one or more unvested Options that are subject solely to time-based vesting that remain outstanding as of immediately prior to Executive’s Involuntary Termination, then the unvested portion of each such Option that would have otherwise vested and become exercisable had Executive completed an additional eighteen (ii), or (iii), 100% 18) months of continued employment from the Shares subject to each date of Executive’s then Involuntary Termination shall immediately vest and become exercisable within the sixty (60) day period following the date on which the Release is effective, unless a further deferral is required pursuant to Part Five - 3 of this Agreement. (ii) If Executive holds one or more outstanding stock optionsPerformance Equity Awards for which the performance metrics remain outstanding as of immediately prior to Executive’s Involuntary Termination and such Performance Equity Awards were granted within the twelve (12) month-period preceding Executive’s Involuntary Termination (such period, stock appreciation rightsthe “Protection Period”), restricted stock units all vesting of such Performance Equity Awards shall cease at the time of Executive’s Involuntary Termination and other Company equity compensation awards, including (subject the then-unvested portion of such Performance Equity Awards immediately shall be forfeited to the provisions of this paragraph) performance-based vesting full-value awards where Corporation at no cost to the payout is either a fixed number of Shares or zero Shares depending on whether the performance metric is obtained, shall immediately accelerate vestingCorporation. With respect to performance-based vesting full-value awards any such Performance Equity Award that is an Option that is vested and exercisable as of such time, Executive shall not have more than the period of time specified in the applicable stock option agreement in which to exercise each such Option following such Involuntary Termination for any shares of Common Stock for which that Option is vested and exercisable at the time of such Involuntary Termination, subject to earlier termination pursuant to the terms of the Plan. (iii) If Executive holds one or more outstanding Performance Equity Awards for which the performance period has not been completed metrics remain outstanding as of immediately prior to the Executive’s termination date Involuntary Termination and where such Performance Equity Awards were granted before the number beginning of Shares earned is variable based upon the extent Protection Period, Executive shall remain eligible to which performance milestones are reached (i.e., where the number of Shares earned based upon achieving performance milestones can be more than one positive number), vest in each such award shall immediately accelerate vesting Performance Equity Award determined as described above as if one hundred percent follows: (1) the portion of such Performance Equity Award that otherwise would be eligible to vest based on actual achievement of the target performance levels had been achieved. With respect to performance-based vesting full-value awards where the performance period has been completed prior to the Executive’s termination date and that remain subject to additional service-based vesting, such awards shall accelerate as described above with respect only to the shares earned by virtue of attaining the relevant performance metrics during the full performance period. Any Company stock options and stock appreciation rights shall thereafter remain exercisable following the Executive’s employment termination for the period prescribed in the respective option and stock appreciation right agreements. Subject to Section 5, any acceleration pursuant to this Section 2.1.3 shall occur upon multiplied by (2) a fraction (a) with respect to any restricted stock, stock options the numerator of which is the total number of calendar days between the beginning of such performance period and stock appreciation rights, the date the Release becomes effective and irrevocable (or, if Executive’s termination occurs during the Pre-CIC Period, on the later of the date the Release becomes effective and irrevocable or the date of the Change in Control, subject to the provisions of Section 2.1.4), Executive Involuntary Termination and (b) with respect the denominator of which is the total number of days in such Performance Equity Award’s performance period (the “Accelerable Portion”). Any portion of each such Performance Equity Award that can never vest by its terms shall immediately shall be forfeited to any restricted stock units, performance shares/units or similar equity awards, the Corporation at no cost to the Corporation. If the Accelerable Portion that becomes eligible to vest based on the Release Deadline Date formula described in this paragraph shall become vested and, to the extent applicable, exercisable after the end of the performance period to which such Performance Equity Award is subject and at the same time as similar performance-based equity awards will be payable to other executives, unless a further deferral is required pursuant to Part Five - 3 of this Agreement. (oriv) Notwithstanding the foregoing, if Executive undergoes a Separation from Service due to Executive’s death or Incapacity at any time, Executive shall be eligible to receive the Equity Award acceleration benefits set forth in Part Four - 2.D rather than the Equity Award acceleration benefits set forth in this Part Three - 2.D. Any Options for which vesting is accelerated pursuant to this Part Three - 2.D, together with all other Options held by Executive that are vested and exercisable as of immediately prior to such Involuntary Termination, may be exercised for any or all of the underlying shares as fully-vested shares. Any Options as so accelerated and all other vested Options held by Executive shall remain outstanding until the earlier of (1) the expiration date of the maximum option term or (2) the expiration of the limited period of time specified in the applicable stock option agreement for which the Option is to remain exercisable following Executive’s termination occurs during of employment with the Pre-CIC Period, on the later of the Release Deadline Date or the date of the Change in ControlCorporation, subject to earlier termination under the provisions of Section 2.1.4)Plan.

Equity Award Vesting Acceleration. With respect to the circumstances described in Section 2.1 (i) If Executive holds one or more unvested Options that are subject solely to time-based vesting that remain outstanding as of immediately prior to Executive’s Involuntary Termination, then the unvested portion of each such Option that would have otherwise vested and become exercisable had Executive completed an additional eighteen (ii), or (iii), 100% 18) months of continued employment from the Shares subject to each date of Executive’s then Involuntary Termination shall immediately vest and become exercisable within the sixty (60) day period following the date on which the Release is effective, unless a further deferral is required pursuant to Part Five - 3 of this Agreement. (ii) If Executive holds one or more outstanding stock optionsPerformance Equity Awards for which the performance metrics remain outstanding as of immediately prior to Executive’s Involuntary Termination and such Performance Equity Awards were granted within the twelve (12) month-period preceding Executive’s Involuntary Termination (such period, stock appreciation rightsthe “Protection Period”), restricted stock units all vesting of such Performance Equity Awards shall cease at the time of Executive’s Involuntary Termination and other Company equity compensation awards, including (subject the then-unvested portion of such Performance Equity Awards immediately shall be forfeited to the provisions of this paragraph) performance-based vesting full-value awards where Corporation at no cost to the payout is either a fixed number of Shares or zero Shares depending on whether the performance metric is obtained, shall immediately accelerate vestingCorporation. With respect to performance-based vesting full-value awards any such Performance Equity Award that is an Option that is vested and exercisable as of such time, Executive shall not have more than the period of time specified in the applicable stock option agreement in which to exercise each such Option following such Involuntary Termination for any shares of Common Stock for which that Option is vested and exercisable at the time of such Involuntary Termination, subject to earlier termination pursuant to the terms of the Plan. (iii) If Executive holds one or more outstanding Performance Equity Awards for which the performance period has not been completed metrics remain outstanding as of immediately prior to the Executive’s termination date Involuntary Termination and where such Performance Equity Awards were granted before the number beginning of Shares earned is variable based upon the extent Protection Period, Executive shall remain eligible to which performance milestones are reached (i.e., where the number of Shares earned based upon achieving performance milestones can be more than one positive number), vest in each such award shall immediately accelerate vesting Performance Equity Award determined as described above as if one hundred percent follows: (1) the portion of such Performance Equity Award that otherwise would be eligible to vest based on actual achievement of the target performance levels had been achieved. With respect to performance-based vesting full-value awards where the performance period has been completed prior to the Executive’s termination date and that remain subject to additional service-based vesting, such awards shall accelerate as described above with respect only to the shares earned by virtue of attaining the relevant performance metrics during the full performance period. Any Company stock options and stock appreciation rights shall thereafter remain exercisable following the Executive’s employment termination for the period prescribed in the respective option and stock appreciation right agreements. Subject to Section 5, any acceleration pursuant to this Section 2.1.3 shall occur upon multiplied by (2) a fraction (a) with respect to any restricted stock, stock options the numerator of which is the total number of calendar days between the beginning of such performance period and stock appreciation rights, the date the Release becomes effective and irrevocable (or, if Executive’s termination occurs during the Pre-CIC Period, on the later of the date the Release becomes effective and irrevocable or the date of the Change in Control, subject to the provisions of Section 2.1.4), Executive Involuntary Termination and (b) with respect the denominator of which is the total number of days in such Performance Equity Award’s performance period (the “Accelerable Portion”). Any portion of each such Performance Equity Award that can never vest by its terms shall immediately shall be forfeited to any restricted stock units, performance shares/units or similar equity awards, the Corporation at no cost to the Corporation. If the Accelerable Portion that becomes eligible to vest based on the Release Deadline Date formula described in this paragraph shall become vested and, to the extent applicable, exercisable after the end of the performance period to which such Performance Equity Award is subject and at the same time as similar performance-based equity awards will be payable to other executives, unless a further deferral is required pursuant to Part Five - 3 of this Agreement. (oriv) Notwithstanding the foregoing, if Executive undergoes a Separation from Service due to Executive’s death or Incapacity at any time, Executive shall be eligible to receive the Equity Award acceleration benefits set forth in Part Four - 2.D rather than the Equity Award acceleration benefits set forth in this Part Three - 2.D. Any Options for which vesting is accelerated pursuant to this Part Three - 2.D, together with all other Options held by Executive that are vested and exercisable as of immediately prior to such Involuntary Termination, may be exercised for any or all of the underlying shares as fully-vested shares. Any Options as so accelerated and all other vested Options held by Executive shall remain outstanding until the earlier of (1) the expiration date of the maximum option term or (2) the expiration of the limited period of time specified in the applicable stock option agreement for which the Option is to remain exercisable following Executive’s termination occurs during of employment with the Pre-CIC Period, on the later of the Release Deadline Date or the date of the Change in ControlCorporation, subject to earlier termination under the provisions of Section 2.1.4)Plan.

Equity Award Vesting Acceleration. With respect to the circumstances described in Section 2.1 (i) and (ii), or (iii), 100% of the Shares subject to each of Executive’s then outstanding stock options, stock appreciation rights, restricted stock units and other Company equity compensation awards, including (subject to the provisions of this paragraph) performance-based vesting full-value awards where the payout is either a fixed number of Shares or zero Shares depending on whether the performance metric is obtained, shall immediately accelerate vesting. With respect to performance-based vesting full-value awards in which the performance period has not been completed prior to the Executive’s termination date and where the number of Shares earned is variable based upon the extent to which performance milestones are reached (i.e., where the number of Shares earned based upon achieving performance milestones can be more than one positive number), each such award shall immediately accelerate vesting as described above as if one hundred percent of the target performance levels had been achieved. With respect to performance-performance- based vesting full-value awards where the performance period has been completed prior to the Executive’s termination date and that remain subject to additional service-based vesting, such awards shall accelerate as described above with respect only to the shares earned by virtue of attaining the performance metrics during the performance period. Any Company stock options and stock appreciation rights shall thereafter remain exercisable following the Executive’s employment termination for the period prescribed in the respective option and stock appreciation right agreements. Subject to Section 5, any acceleration pursuant to this Section 2.1.3 shall occur upon (a) with respect to any restricted stock, stock options and stock appreciation rights, the date the Release becomes effective and irrevocable (or, if Executive’s termination occurs during the Pre-CIC Period, on the later of the date the Release becomes effective and irrevocable or the date of the Change in Control, subject to the provisions of Section 2.1.4), and (b) with respect to any restricted stock units, performance shares/units or similar equity awards, on the Release Deadline Date (or, if Executive’s termination occurs during the Pre-CIC Period, on the later of the Release Deadline Date or the date of the Change in Control, subject to the provisions of Section 2.1.4).