Common use of Non-Assumption of Equity Awards Clause in Contracts

Non-Assumption of Equity Awards. Notwithstanding anything to the contrary, if the successor or acquiring corporation (if any) of the Company refuses to assume, convert, replace or substitute Executive’s unvested Equity Awards, as provided in Section 2.1.1 of the Plan, in connection with a Corporate Transaction (as defined in the Plan), then notwithstanding any other provision in this Agreement, the Plan or any Pre-IPO Equity Award Agreement to the contrary, each of Executive’s then-outstanding and unvested Equity Awards that are not assumed, converted, replaced or substituted, including awards that would otherwise vest only upon satisfaction of performance criteria (measured at 100% of target), shall accelerate and become vested and exercisable as to 100% of the then unvested shares subject to the Equity Award effective immediately prior to the Corporate Transaction.

Non-Assumption of Equity Awards. Notwithstanding anything to the contrary, if the successor or acquiring corporation (if any) of the Company refuses to assume, convert, replace or substitute Executive’s unvested Equity Awards, as provided in Section 2.1.1 of the applicable Plan, in connection with a Corporate Transaction (as defined in the applicable Plan, or such similar term as is defined in an applicable Plan), then notwithstanding any other provision in this Agreement, Agreement or the Plan or any Pre-IPO Equity Award Agreement to the contrary, each of Executive’s then-outstanding and unvested Equity Awards that are not assumed, converted, replaced or substituted, including awards that would otherwise vest only upon satisfaction of performance criteria (measured at 100% of target), shall accelerate and become vested and exercisable as to 100% of the then unvested shares subject to the Equity Award effective immediately prior to the Corporate Transaction.