Common use of Equity Rights Clause in Contracts

Equity Rights. As of the date of the Executive's termination under this paragraph (a): (A) Any unvested portion of the Time-Vested Option shall become immediately and fully vested and exercisable, and shall remain exercisable for the full term thereof. (B) Any unvested portion of the First Premium Option and the Second Premium Option (together, the "Premium Options") for which the exercise price per share (as provided in Sections 5(b) and 5(c) hereof) is less than or equal to the Fair Market Value (as defined below) per share of the Common Stock as of the date of the Executive's termination of employment under this paragraph (a) shall become immediately and fully vested and exercisable. Any shares subject to the Premium Options that become vested and exercisable in accordance with the foregoing shall remain exercisable from the date of such termination of employment until the date that is 90 days following the date that such shares would otherwise have become vested and exercisable in accordance with the vesting schedule set forth in Section 5 hereof in the absence of the foregoing acceleration of vesting. For the purposes of this Agreement, the "Fair Market Value" of the Common Stock as of a given date shall be the average closing sales price for the Common Stock (or the closing bid, if no sales were reported) as quoted on the NASDAQ National System for the 15 trading days ending with the applicable date. (C) Any unvested portion of the Premium Options for which the exercise price per share (as provided in Section 5 hereof) is greater than the Fair Market Value per share of the Common Stock on the date of the Executive's termination of employment under this paragraph (a) shall be forfeited; PROVIDED, HOWEVER, that in the event that the cumulative total return on the Common Stock for the period beginning on the IPO Date and ending on the date of the Executive's termination of employment under this paragraph (a) equals or exceeds the Target Peer Group Return (as defined below), then all of such unvested portion of the Premium Options that would otherwise have been forfeited shall instead become immediately and fully vested and exercisable. Any shares subject to the Premium Options that become vested and exercisable in accordance with the foregoing shall remain exercisable from the date of such termination of employment until the date that is 90 days following the date that such shares would otherwise have become fully vested in accordance with the vesting schedule set forth in Section 5 hereof in the absence of the foregoing acceleration of vesting.

Equity Rights. As of the date of the Executive's termination under this paragraph (a): (A) Any unvested portion of the Time-Vested Option shall become immediately and fully vested and exercisable, and shall remain exercisable for the full term thereof. (B) Any unvested portion of the First Premium Option and the Second Premium Option (together, the "Premium Options") for which the exercise price per share (as provided in Sections 5(b) and 5(c) hereof) is less than or equal to the Fair Market Value (as defined below) per share of the Common Stock as of the date of the Executive's termination of employment under this paragraph (a) shall become immediately and fully vested and exercisable. Any shares subject to the Premium Options that become vested and exercisable in accordance with the foregoing shall remain exercisable from the date of such termination of employment until the date that is 90 days following the date that such shares would otherwise have become vested and exercisable in accordance with the vesting schedule set forth in Section 5 hereof in the absence of the foregoing acceleration of vesting. For the purposes of this Agreement, the "Fair Market Value" of the Common Stock as of a given date shall be the average closing sales price for the Common Stock (or the closing bid, if no sales were reported) as quoted on the NASDAQ National System for the 15 trading days ending with the applicable date. (C) Any unvested portion of the Premium Options for which the exercise price per share (as provided in Section 5 hereof) is greater than the Fair Market Value per share of the Common Stock on the date of the Executive's termination of employment under this paragraph (a) shall be forfeited; PROVIDEDprovided, HOWEVERhowever, that in the event that the cumulative total return on the Common Stock for the period beginning on the IPO Date and ending on the date of the Executive's termination of employment under this paragraph (a) equals or exceeds the Target Peer Group Return (as defined below), then all of such unvested portion of the Premium Options that would otherwise have been forfeited shall instead become immediately and fully vested and exercisable. Any shares subject to the Premium Options that become vested and exercisable in accordance with the foregoing shall remain exercisable from the date of such termination of employment until the date that is 90 days following the date that such shares would otherwise have become fully vested in accordance with the vesting schedule set forth in Section 5 hereof in the absence of the foregoing acceleration of vesting.