Common use of Performance-Based Equity Awards Clause in Contracts

Performance-Based Equity Awards. If the Executive is subject to an Involuntary Termination (that does not qualify as a CIC Involuntary Termination), then the Executive will become vested in that number of shares issuable under the Executive’s then-unvested performance-based equity awards (each a “Performance-Based Equity Award” and collectively, the “Performance-Based Equity Awards”) calculated as follows: (1) the total number of shares eligible for vesting based on the actual achievement of the performance conditions set forth in the applicable Performance-Based Equity Award as determined at the end of the measurement period set forth in such award (the “Eligible Shares”) multiplied by (2) the greater of (A) 0.50 and (B) the portion of the measurement period of such Performance-Based Equity Award during which the Executive provided service to the Company as if the Executive had completed an additional eighteen (18) months of continuous service measured from the date of the Involuntary Termination. For purposes of clarity, the Executive shall vest in 100% of the Eligible Shares under a Performance-Based Equity Award if such award vests during such eighteen-month period of continuous service; and the Executive shall not vest in any portion of a Performance-Based Equity Award unless the minimum performance condition thereunder is achieved in accordance with the terms of such award. Notwithstanding the foregoing, with respect to Performance-Based Equity Awards outstanding as of the date of this Amendment No. 2 that are subject to milestones based on the Company’s market capitalization (“Market Valuation Equity Awards”), if the Executive is subject to an Involuntary Termination (that does not qualify as a CIC Involuntary Termination), then the Executive will become vested in such portion(s) of any unvested and outstanding Market Valuation Equity Awards for each performance milestone(s) set forth therein that are achieved within eighteen (18) months following the date Executive ceases providing Services to the Company. Further, if an Involuntary Termination occurs after a market capitalization performance milestone has been achieved but prior to completion of the continuous service requirements for subsequent vesting (if any), the remaining portions of the Market Valuation Equity Awards shall be eligible for accelerated vesting in accordance with this Section (c)(ii) if and only if the Stock Value equals or exceeds the First Milestone Stock Value or Second Milestone Stock Value (as such terms are defined in the Market Valuation Equity Awards), as applicable, on either (1) the date of such Involuntary Termination or (2) when averaged during the three-month period ending on the date of such Involuntary Termination.

Performance-Based Equity Awards. If With respect to compensatory equity awards that may be granted to Executive by the Executive is Company during Executive’s employment with the Company, and that remain unvested and subject to an Involuntary Termination (that does not qualify as a CIC Involuntary Termination), then the Executive will become vested in that number of shares issuable under the Executive’s thenon-unvested going performance-based equity awards vesting condition as of immediately prior to the Change in Control (each a including but not limited to market stock units (“Performance-Based Equity Award” MSUs”) and collectivelymarket stock options (“MSOs”) (any such awards, the “Performance-Based Equity Awards”) calculated )), the Company shall take the following actions, effective as follows: (1) the total number of shares eligible for vesting based on the actual achievement of the performance conditions set forth in the applicable Performance-Based Equity Award as determined at the end of the measurement period set forth in such award (the “Eligible Shares”) multiplied by (2) the greater of (A) 0.50 and (B) the portion of the measurement period of such Performance-Based Equity Award during which the Executive provided service immediately prior to the Company as if the Executive had completed an additional eighteen Change in Control: (18i) months of continuous service measured from the date of the Involuntary Termination. For purposes of clarity, the Executive shall vest in 100% of the Eligible Shares under a Performance-Based Equity Award if such award vests during such eighteen-month period of continuous service; and the Executive shall not vest in any portion of a Performance-Based Equity Award unless the minimum performance condition thereunder is achieved in accordance with the terms of such award. Notwithstanding the foregoing, with respect to any Performance-Based Equity Awards outstanding as to which the performance period has been completed prior to the Change in Control, but as to which performance has not yet been measured or certified, the Company shall determine the number of shares, units, or options to be credited to Executive as having satisfied the date of this Amendment No. 2 that are subject to milestones performance conditions based on the actual performance during the completed performance period, and Executive shall continue to vest in such credited Performance-Based Equity Awards from and after the closing of the Change in Control based on the original time-based vesting schedule applicable to such awards (subject to the full acceleration of vesting on a Covered Termination as set forth in Section 2.4); and (ii) with respect to any Performance-Based Equity Awards as to which the performance period remains in progress as of immediately prior to the closing of the Change in Control, the Company shall determine the number of shares, units, or options to be credited to Executive as having satisfied the performance conditions based on the actual performance through the day immediately preceding the Change in Control (by way of example, performance under the MSUs shall be measured against the average closing price of the Company’s market capitalization (“Market Valuation Equity Awards”common stock over the 90 calendar days immediately preceding the Change in Control), if and Executive shall continue to time-vest in such credited Performance-Based Equity Awards from and after the Executive is closing of the Change in Control based on the original time-based vesting schedule applicable to such awards (subject to an Involuntary the full acceleration of vesting on a Covered Termination (that does not qualify as a CIC Involuntary Termination), then the Executive will become vested in such portion(s) of any unvested and outstanding Market Valuation Equity Awards for each performance milestone(s) set forth therein that are achieved within eighteen (18) months following the date Executive ceases providing Services to the Company. Further, if an Involuntary Termination occurs after a market capitalization performance milestone has been achieved but prior to completion of the continuous service requirements for subsequent vesting (if anyin Section 2.4), the remaining portions of the Market Valuation Equity Awards shall be eligible for accelerated vesting in accordance with this Section (c)(ii) if and only if the Stock Value equals or exceeds the First Milestone Stock Value or Second Milestone Stock Value (as such terms are defined in the Market Valuation Equity Awards), as applicable, on either (1) the date of such Involuntary Termination or (2) when averaged during the three-month period ending on the date of such Involuntary Termination.

Performance-Based Equity Awards. If With respect to compensatory equity awards that were granted to Executive by the Executive is Company during Executive’s employment with the Company, and that remain unvested and subject to an Involuntary Termination (that does not qualify as a CIC Involuntary Termination), then the Executive will become vested in that number of shares issuable under the Executive’s thenon-unvested going performance-based equity awards vesting condition as of immediately prior to the Change in Control (each a including but not limited to market stock units (“Performance-Based Equity Award” MSUs”) and collectivelymarket stock options (“MSOs”) (any such awards, the “Performance-Based Equity Awards”) calculated )), the Company shall take the following actions, effective as follows: (1) the total number of shares eligible for vesting based on the actual achievement of the performance conditions set forth in the applicable Performance-Based Equity Award as determined at the end of the measurement period set forth in such award (the “Eligible Shares”) multiplied by (2) the greater of (A) 0.50 and (B) the portion of the measurement period of such Performance-Based Equity Award during which the Executive provided service immediately prior to the Company as if the Executive had completed an additional eighteen Change in Control: (18i) months of continuous service measured from the date of the Involuntary Termination. For purposes of clarity, the Executive shall vest in 100% of the Eligible Shares under a Performance-Based Equity Award if such award vests during such eighteen-month period of continuous service; and the Executive shall not vest in any portion of a Performance-Based Equity Award unless the minimum performance condition thereunder is achieved in accordance with the terms of such award. Notwithstanding the foregoing, with respect to any Performance-Based Equity Awards outstanding as to which the performance period has been completed prior to the Change in Control, but as to which performance has not yet been measured or certified, the Company shall determine the number of shares, units, or options to be credited to Executive as having satisfied the date of this Amendment No. 2 that are subject to milestones performance conditions based on the actual performance during the completed performance period, and Executive shall continue to vest in such credited Performance-Based Equity Awards from and after the closing of the Change in Control based on the original time-based vesting schedule applicable to such awards (subject to the full acceleration of vesting on a Covered Termination as set forth in Section 2.5); and (ii) with respect to any Performance-Based Equity Awards as to which the performance period remains in progress as of immediately prior to the closing of the Change in Control, the Company shall determine the number of shares, units, or options to be credited to Executive as having satisfied the performance conditions based on the actual performance through the day immediately preceding the Change in Control (by way of example, performance under the MSUs shall be measured against the average closing price of the Company’s market capitalization (“Market Valuation Equity Awards”common stock over the 90 calendar days immediately preceding the Change in Control), if and Executive shall continue to time-vest in such credited Performance-Based Equity Awards from and after the Executive is closing of the Change in Control based on the original time-based vesting schedule applicable to such awards (subject to an Involuntary the full acceleration of vesting on a Covered Termination (that does not qualify as a CIC Involuntary Termination), then the Executive will become vested in such portion(s) of any unvested and outstanding Market Valuation Equity Awards for each performance milestone(s) set forth therein that are achieved within eighteen (18) months following the date Executive ceases providing Services to the Company. Further, if an Involuntary Termination occurs after a market capitalization performance milestone has been achieved but prior to completion of the continuous service requirements for subsequent vesting (if anyin Section 2.5), the remaining portions of the Market Valuation Equity Awards shall be eligible for accelerated vesting in accordance with this Section (c)(ii) if and only if the Stock Value equals or exceeds the First Milestone Stock Value or Second Milestone Stock Value (as such terms are defined in the Market Valuation Equity Awards), as applicable, on either (1) the date of such Involuntary Termination or (2) when averaged during the three-month period ending on the date of such Involuntary Termination.

Performance-Based Equity Awards. If the Executive is subject to an Involuntary Termination (that does not qualify as a CIC Involuntary Termination), then the Executive will become vested in that number of shares issuable under the Executive’s then-unvested performance-based equity awards (each a “Performance-Based Equity Award” and collectively, the “Performance-Based Equity Awards”) calculated as follows: : (1) the total number of shares eligible for vesting based on the actual achievement of the performance conditions set forth in the applicable Performance-Based Equity Award as determined at the end of the measurement period set forth in such award (the “Eligible Shares”) multiplied by (2) the greater of (A) 0.50 and (B) the portion of the measurement period of such Performance-Based Equity Award during which the Executive provided service to the Company as if the Executive had completed an additional eighteen (18) months of continuous service measured from the date of the Involuntary Termination. For purposes of clarity, the Executive shall vest in 100% of the Eligible Shares under a Performance-Based Equity Award if such award vests during such eighteen-month period of continuous service; and the Executive shall not vest in any portion of a Performance-Based Equity Award ​ unless the minimum performance condition thereunder is achieved in accordance with the terms of such award. Notwithstanding the foregoing, with respect to Performance-Based Equity Awards outstanding as of the date of this Amendment No. 2 April 22, 2024 that are subject to milestones based on the Company’s market capitalization (“Market Valuation Equity Awards”), if the Executive is subject to an Involuntary Termination (that does not qualify as a CIC Involuntary Termination), then the Executive will become vested in such portion(s) of any unvested and outstanding Market Valuation Equity Awards for each performance milestone(s) set forth therein that are achieved within eighteen (18) months following the date Executive ceases providing Services to the Company. Further, if an Involuntary Termination occurs after a market capitalization performance milestone has been achieved but prior to completion of the continuous service requirements for subsequent vesting (if any), the remaining portions of the Market Valuation Equity Awards shall be eligible for accelerated vesting in accordance with this Section (c)(ii) if and only if the Stock Value equals or exceeds the First Milestone Stock Value or Second Milestone Stock Value (as such terms are defined in the Market Valuation Equity Awards), as applicable, on either (1) the date of such Involuntary Termination or (2) when averaged during the three-month period ending on the date of such Involuntary Termination.