Common use of Full Accelerated Vesting Clause in Contracts

Full Accelerated Vesting. Effective as of the later of Employee’s Involuntary Termination or the effective date of the Change in Control, the vesting and exercisability of all outstanding stock options and other stock awards covering the Company’s common stock that are held by Employee as of immediately prior to the Involuntary Termination shall be accelerated (and lapse, in the case of reacquisition or repurchase rights) in full. For purposes of determining the number of shares that will vest pursuant to this Section 1(b)(ii) with respect to any stock option or equity award subject to performance-based vesting for which the performance period has not ended and that has multiple vesting levels depending upon the level of performance, the unvested portion of such award shall be calculated assuming that the applicable performance criteria would be attained at the greater of (1) a 100% level or (2) the actual level of achievement of the applicable performance criteria as of the later of the Change in Control or Involuntary Termination, as applicable. Employee’s stock options and stock awards shall remain outstanding following Employee’s Involuntary Termination if and to the extent necessary to give effect to this Section 1(b)(ii). For the avoidance of doubt, this vesting acceleration is conditioned upon the actual consummation of a Change in Control and in the event such Change in Control is not consummated, Employee shall receive the vesting acceleration benefits set forth in Section 1(a)(ii) above instead of the vesting acceleration benefits set forth in this Section 1(b)(ii).

Full Accelerated Vesting. Effective as of the later of Employee’s Involuntary Termination or the effective date of the Change in Control, the vesting and exercisability of all outstanding stock options and other stock awards covering the Company’s common stock that are held by Employee as of immediately prior to the Involuntary Termination shall be accelerated (and lapse, in the case of reacquisition or repurchase rights) in full. For purposes of determining the number of shares that will vest pursuant to this Section 1(b)(ii) with respect to any stock option or equity award subject to performance-based vesting for which the performance period has not ended and that has multiple vesting levels depending upon the level of performance, the unvested portion of such award shall be calculated assuming that the applicable performance criteria would be attained at the greater of (1) a 100% level or (2) the actual level of achievement of the applicable performance criteria as of the later of the Change in Control or Involuntary Termination, as 2 applicable. Employee’s stock options and stock awards shall remain outstanding following Employee’s Involuntary Termination if and to the extent necessary to give effect to this Section 1(b)(ii). For the avoidance of doubt, this vesting acceleration is conditioned upon the actual consummation of a Change in Control and in the event such Change in Control is not consummated, Employee shall receive the vesting acceleration benefits set forth in Section 1(a)(ii) above instead of the vesting acceleration benefits set forth in this Section 1(b)(ii). (iii) Payment of Continued Group Health Plan Benefits. Employee will receive the continued benefit payments described in Section 1(a)(iii) above. For the avoidance of doubt, in no event shall Employee be entitled to benefits under both Section 1(a) and this Section 1(b). If Employee is eligible for benefits under both Section 1(a) and this Section 1(b), Employee shall receive the benefits set forth in this Section 1(b) and such benefits shall be reduced by any benefits previously provided to Employee under Section 1(a). Section 2.