Common use of Qualifying CIC Termination Clause in Contracts

Qualifying CIC Termination. In addition to the payments and benefits set forth in Sections 3(a)(i) and 3(a)(ii) above, upon a Qualifying CIC Termination, the Executive will also receive vesting acceleration (and exercisability, as applicable) as to 100% of the Awards that are then outstanding and unvested; provided, that, in the case of an Award subject to performance-based vesting conditions, unless otherwise specified in the applicable Award agreement governing such Award, the Board shall determine in its sole discretion whether such Award shall remain eligible to vest and the terms and conditions to which such vesting is subject. For the avoidance of doubt, in the event of the Executive’s Qualifying Pre-CIC Termination (as defined below), any unvested portion of the Executive’s then-outstanding Awards (after taking into account the vesting acceleration that will have already occurred pursuant to Section 3(a)(iii)) will remain outstanding until the earlier of (x) three (3) months following the Qualifying Termination or (y) the occurrence of a Change in Control, solely so that any benefits due on a Qualifying Pre-CIC Termination can be provided if a Change in Control occurs within three (3) months following the Qualifying Termination (provided that in no event will the Executive’s Awards remain outstanding beyond the Award’s maximum term to expiration). If no Change in Control occurs within three (3) months following a Qualifying Termination, any unvested portion of the Executive’s Awards (after taking into account the vesting acceleration that will have already occurred pursuant to Section 3(a)(iii)) will automatically and permanently be forfeited on the third (3rd) month following the date of the Qualifying Termination without having vested.

Qualifying CIC Termination. (i) In addition to the payments and benefits set forth in Sections 3(a)(i) and 3(a)(ii) above, upon a Qualifying CIC TerminationTermination that occurs before the first anniversary of the Effective Date, the Executive will also receive vesting acceleration (and exercisability, as applicable) as to the then-unvested portion of the Executive’s then-outstanding Company equity awards that would have otherwise vested on the first anniversary of the Effective Date. In the case of an equity award with performance-based vesting, unless otherwise specified in the applicable equity award agreement governing such award, all performance goals and other vesting criteria will be deemed achieved at 100% of target levels. (ii) In addition to the payments and benefits set forth in Sections 3(a)(i) and 3(a)(ii) above, upon a Qualifying CIC Termination that occurs on or after the first anniversary of the Effective Date, the Executive will also receive vesting acceleration (and exercisability, as applicable) as to 100% of the Awards that are then then-unvested portion of the Executive’s then-outstanding and unvested; provided, that, in Company equity awards. In the case of an Award subject to equity award with performance-based vesting conditionsvesting, unless otherwise specified in the applicable Award equity award agreement governing such Awardaward, the Board shall determine in its sole discretion whether such Award shall remain eligible to vest all performance goals and the terms and conditions to which such other vesting is subject. criteria will be deemed achieved at 100% of target levels. (iii) For the avoidance of doubt, in the event of the Executive’s Qualifying Pre-CIC Termination (as defined below), any unvested portion of the Executive’s then-outstanding Awards (after taking into account the vesting acceleration that will have already occurred pursuant to Section 3(a)(iii)) equity awards will remain outstanding until the earlier of (x) three (3) months following the Qualifying Termination or (y) the occurrence of a Change in Control, solely so that any benefits due on a Qualifying Pre-CIC Termination can be provided if a Change in Control occurs within three (3) months following the Qualifying Termination (provided that in no event will the Executive’s Awards equity awards remain outstanding beyond the Awardequity award’s maximum term to expiration). If no Change in Control occurs within three (3) months following a Qualifying Termination, any unvested portion of the Executive’s Awards (after taking into account the vesting acceleration that will have already occurred pursuant to Section 3(a)(iii)) will equity awards automatically and permanently will be forfeited on the third (3rd) month following the date of the Qualifying Termination without having vested.

Qualifying CIC Termination. In addition to the payments and benefits set forth in Sections 3(a)(i) and 3(a)(iiSection 3(a) above, upon a Qualifying CIC Termination, the Executive will also be eligible to receive vesting acceleration (and exercisability, as applicable) as to 100% of the Awards Executive’s Vacasa, Inc. equity awards (“Awards”) that are then outstanding and unvested; provided, that, in unvested that vest solely based on continued service over time (including for this purpose the portion of any Award with performance based vesting conditions that vests solely based on continued service over time). In the case of an Award subject to performance-based vesting conditions, unless otherwise specified in the applicable Award agreement governing such Award, the Board shall determine in its sole discretion whether the portion of such Award that is subject to unmet performance-based vesting conditions shall remain eligible to vest and the terms and conditions to which such vesting is subject. For the avoidance of doubt, in the event of the Executive’s Qualifying Pre-CIC Termination (as defined below), 100% of any unvested portion of the Executive’s then-outstanding Awards (after taking into account the vesting acceleration that will have already occurred pursuant to Section 3(a)(iii)) will remain outstanding until the earlier of (x) three (3) months following the Qualifying Termination or (y) the occurrence of a Change in Control, solely so that any benefits due on a Qualifying Pre-CIC Termination can be provided if a Change in Control occurs within three (3) months following the Qualifying Termination (provided that in no event will the Executive’s Awards remain outstanding beyond the Award’s maximum term to expiration). If no Change in Control occurs within three (3) months following a Qualifying Termination, any unvested portion of the Executive’s Awards (after taking into account the vesting acceleration that will have already occurred pursuant to Section 3(a)(iii)) will automatically and permanently be forfeited on the third (3rd) month following the date of the Qualifying Termination without having vested.

Qualifying CIC Termination. In addition to the payments and benefits set forth in Sections 3(a)(i) and 3(a)(ii) above, upon a Qualifying CIC Termination, the Executive will also receive vesting acceleration (and exercisability, as applicable) as to 100% of the Awards that are then outstanding and unvested; provided, that, in . In the case of an Award subject to with performance-based vesting conditionsvesting, unless otherwise specified in the applicable Award agreement governing such Award, the Board shall determine in its sole discretion whether such Award shall remain eligible to vest all performance goals and the terms and conditions to which such other vesting is subjectcriteria will be deemed achieved at 100% of target levels. For the avoidance of doubt, in the event of the Executive’s Qualifying Pre-CIC Termination (as defined below), any unvested portion of the Executive’s then-outstanding Awards (after taking into account the vesting acceleration that will have already occurred pursuant to Section 3(a)(iii)) will remain outstanding until the earlier of (x) three (3) months following the initial Qualifying Termination or (y) the occurrence of a Change in Control, solely so that any benefits due on a Qualifying Pre-CIC Termination can be provided if a Change in Control occurs within three (3) months following the initial Qualifying Termination (provided that in no event will the Executive’s Awards remain outstanding beyond the Award’s maximum term to expiration). If no Change in Control occurs within three (3) months following a Qualifying Termination, any unvested portion of the Executive’s Awards (after taking into account the vesting acceleration that will have already occurred pursuant to Section 3(a)(iii)) will automatically and permanently will be forfeited on the third (3rd) month following the date of the Qualifying Termination without having vested.