Common use of Equity Compensation Adjustments Clause in Contracts

Equity Compensation Adjustments. (i) For a upon a Qualifying Termination in conjunction with a Change in Control, if the successor fails to assume the Equity Plan: (i) any equity-based compensation awards, other than performance-based equity awards, granted to Employee by the Company under an Equity Plan prior to such termination that are outstanding will, to the extent that the terms of the Equity Plan and its associated award agreements do not provide for the immediate vesting, exercisability and/or settlement of such awards, fully vest, and (ii) any performance-based equity awards will be paid to Employee at 100% of the target value for such bonus. (ii) For a Qualifying Termination Not Involving Change of Control: (i) any equity-based compensation awards, other than performance-based equity awards, granted to Employee by the Company under an Equity Plan prior to such termination that are outstanding will, to the extent that the terms of the Equity Plan and its associated award agreements do not provide for the immediate vesting, exercisability and/or settlement of such awards, continue to vest and become exercisable or settled pursuant to the existing vesting schedule as if Employee was still employed, subject to the requirements of section 409A of the Code to the extent applicable, and (ii) any performance-based equity awards will, to the extent the applicable performance criteria are met, be earned at 100% of the target value on a pro rata basis based on the number of full months worked by Employee for the Company during the applicable performance period and the number of months in the applicable performance period and will be settled at the time and in the same manner specified in the Equity Plan. Employee will not be entitled to any new-equity based compensation awards following the date of his or her Qualifying Termination.