Common use of Rata Fraction Clause in Contracts

Rata Fraction. For purposes of this Agreement, “Equity Award Pro-Rata Fraction” means the fraction obtained by dividing (i) the total number of days the Executive was employed by the Company following the last time and service based vesting date under the applicable award that occurred prior to the Severance Date (or following the grant date of the award, if there was no such prior vesting date pursuant to the award) through and including the Severance Date, by (ii) the total number of days following the last time and service based vesting date under the applicable award (or following the grant date of the award, if there was no such prior vesting date pursuant to the award) through and including the vesting date under the applicable award that was next scheduled to occur after the Severance Date. (To illustrate the prior sentence, if an award was scheduled to vest on January 1, 2025 and January 1, 2026, and the Executive’s last day of employment with the Company was January 31, 2025, the Equity Award Pro-Rata Fraction would be 31/365.) This paragraph shall not apply as to an award if a portion of the award otherwise vested on the Severance Date pursuant to the normal vesting schedule applicable to the award. As to an award that is subject to performance-based vesting requirements, the award will remain subject to the applicable performance-based vesting conditions and the pro-rata vesting provided for in this paragraph will apply only as to the next installment scheduled to vest pursuant to the time and service-based vesting conditions applicable to the award (for clarity, such award shall remain outstanding for the performance period corresponding to such next installment scheduled to vest (as such performance period may be shortened pursuant to the applicable award terms in connection with a Change in Control or similar event), as to such next installment scheduled to vest, so as to be able to give effect to such pro-rata vesting determination). In addition, in the event of termination of the Executive’s employment with the Company pursuant to Section 7(a) before the Expiration Date, as to the Licensing Equity Award and each stock option, restricted stock, restricted stock unit or similar equity award granted to the Executive by the Company after the Effective Date that is outstanding and otherwise unvested on the Severance Date, and notwithstanding anything contained in the applicable award agreement or the Equity Plan (or any successor equity compensation plan) to the contrary, all time and service-based vesting conditions applicable to the award shall be deemed fully satisfied as of the Severance Date, and to the extent the award is subject to any performance-based condition, the award shall be held open until the end of the applicable performance period (as such performance period may be shortened pursuant to the applicable award terms in connection with a Change in Control or similar event) and the vesting of the award will be determined based on achievement of the applicable performance conditions as provided in the applicable award agreement.

Rata Fraction. For purposes of this Agreement, “Equity Award Pro-Rata Fraction” means the fraction obtained by dividing (i) the total number of days the Executive was employed by the Company following the last time and service based vesting date under the applicable award that occurred prior to the Severance Date (or following the grant date of the award, if there was no such prior vesting date pursuant to the award) through and including the Severance Date, by (ii) the total number of days following the last time and service based vesting date under the applicable award (or following the grant date of the award, if there was no such prior vesting date pursuant to the award) through and including the vesting date under the applicable award that was next scheduled to occur after the Severance Date. (To illustrate the prior sentence, if an award was scheduled to vest on January 1, 2025 and January 1, 2026, and the Executive’s last day of employment with the Company was January 31, 2025, the Equity Award Pro-Rata Fraction would be 31/365.) This paragraph shall not apply as to an award if a portion of the award otherwise vested on the Severance Date pursuant to the normal vesting schedule applicable to the award. As to an award that is subject to performance-based vesting requirements, the award will remain subject to the applicable performance-based vesting conditions and the pro-rata vesting provided for in this paragraph will apply only as to the next installment scheduled to vest pursuant to the time and service-based vesting conditions applicable to the award (for clarity, such award shall remain outstanding for the performance period corresponding to such next installment scheduled to vest (as such performance period may be shortened pursuant to the applicable award terms in connection with a Change in Control or similar event), as to such next installment scheduled to vest, so as to be able to give effect to such pro-rata vesting determination). In addition, in the event of termination of the Executive’s employment with the Company pursuant to Section 7(a) occurs on account of Executive’s death before the Expiration Date, as to the Licensing Equity Award and each stock option, restricted stock, restricted stock unit or similar equity award granted to the Executive by the Company after the Effective Date (other than the Signing Equity Award) that is outstanding and otherwise unvested on the Severance Date, and notwithstanding anything contained in the applicable award agreement or the Equity Plan (or any successor equity compensation plan) to the contrary, all time and service-based vesting conditions applicable to the award shall be deemed fully satisfied as of the Severance Date, and to the extent the award is subject to any performance-based condition, the award shall be held open until the end of the applicable performance period (as such performance period may be shortened pursuant to the applicable award terms in connection with a Change in Control or similar event) and the vesting of the award will be determined based on achievement of the applicable performance conditions as provided in the applicable award agreement.

Rata Fraction. For purposes of this Agreement, “Equity Award Pro-Rata Fraction” means the fraction obtained by dividing (i) the total number of days the Executive was employed by the Company following the last time and service based vesting date under the applicable award that occurred prior to the Severance Date (or following the grant date of the award, if there was no such prior vesting date pursuant to the award) through and including the Severance Date, by (ii) the total number of days following the last time and service based vesting date under the applicable award (or following the grant date of the award, if there was no such prior vesting date pursuant to the award) through and including the vesting date under the applicable award that was next scheduled to occur after the Severance Date. (To illustrate the prior sentence, if an award was scheduled to vest on January 1, 2025 and January 1, 2026, and the Executive’s last day of employment with the Company was January 31, 2025, the Equity Award Pro-Rata Fraction would be 31/365.) This paragraph shall not apply as to an award if a portion of the award otherwise vested on the Severance Date pursuant to the normal vesting schedule applicable to the award. As to an award that is subject to performance-based vesting requirements, the award will remain subject to the applicable performance-based vesting conditions and the pro-rata vesting provided for in this paragraph will apply only as to the next installment scheduled to vest pursuant to the time and service-based vesting conditions applicable to the award (for clarity, such award shall remain outstanding for the performance period corresponding to such next installment scheduled to vest (as such performance period may be shortened pursuant to the applicable award terms in connection with a Change in Control or similar event), as to such next installment scheduled to vest, so as to be able to give effect to such pro-rata vesting determination). In addition, in the event of termination of the Executive’s employment with the Company pursuant to Section 7(a) occurs on account of Executive’s death before the Expiration Date, as to the Licensing Equity Award and each stock option, restricted stock, restricted stock unit or similar equity award granted to the Executive by the Company after the Effective Date that is outstanding and otherwise unvested on the Severance Date, and notwithstanding anything contained in the applicable award agreement or the Equity Plan (or any successor equity compensation plan) to the contrary, all time and service-based vesting conditions applicable to the award shall be deemed fully satisfied as of the Severance Date, and to the extent the award is subject to any performance-based condition, the award shall be held open until the end of the applicable performance period (as such performance period may be shortened pursuant to the applicable award terms in connection with a Change in Control or similar event) and the vesting of the award will be determined based on achievement of the applicable performance conditions as provided in the applicable award agreement.

Rata Fraction. For purposes of this Agreement, “Equity Award Pro-Rata Fraction” means the fraction obtained by dividing (i) the total number of days the Executive was employed by the Company following the last time and service based vesting date under the applicable award that occurred prior to the Severance Date (or following the grant date of the award, if there was no such prior vesting date pursuant to the award) through and including the Severance Date, by (ii) the total number of days following the last time and service based vesting date under the applicable award (or following the grant date of the award, if there was no such prior vesting date pursuant to the award) through and including the vesting date under the applicable award that was next scheduled to occur after the Severance Date. (To illustrate the prior sentence, if an award was scheduled to vest on January 1, 2025 2019 and January 1, 20262020, and the Executive’s last day of employment with the Company was January 31, 20252019, the Equity Award Pro-Rata Fraction would be 31/365.) This paragraph shall not apply as to an award if a portion of the award otherwise vested on the Severance Date pursuant to the normal vesting schedule applicable to the award. As to an award that is subject to performance-based vesting requirements, the award will remain subject to the applicable performance-based vesting conditions and the pro-rata vesting provided for in this paragraph will apply only as to the next installment scheduled to vest pursuant to the time and service-based vesting conditions applicable to the award (for clarity, such award shall remain outstanding for the performance period corresponding to such next installment scheduled to vest (as such performance period may be shortened pursuant to the applicable award terms in connection with a Change in Control or similar event), as to such next installment scheduled to vest, so as to be able to give effect to such pro-rata vesting determination). In addition, in the event of termination of the Executive’s employment with the Company pursuant to Section 7(a) before the Expiration Date, as to the Licensing Equity Award and each stock option, restricted stock, restricted stock unit or similar equity award granted to the Executive by the Company after the Effective Date that is outstanding and otherwise unvested on the Severance Date, and notwithstanding anything contained in the applicable award agreement or the Equity Plan (or any successor equity compensation plan) to the contrary, all time and service-based vesting conditions applicable to the award shall be deemed fully satisfied as of the Severance Date, and to the extent the award is subject to any performance-based condition, the award shall be held open until the end of the applicable performance period (as such performance period may be shortened pursuant to the applicable award terms in connection with a Change in Control or similar event) and the vesting of the award will be determined based on achievement of the applicable performance conditions as provided in the applicable award agreementaward.

Rata Fraction. For purposes of this Agreement, “Equity Award Pro-Rata Fraction” means the fraction obtained by dividing (iThis Section 8(d)(vi) the total number of days the Executive was employed by the Company following the last time and service based vesting date under the applicable award that occurred prior to the Severance Date (or following the grant date of the award, if there was no such prior vesting date pursuant to the award) through and including the Severance Date, by (ii) the total number of days following the last time and service based vesting date under the applicable award (or following the grant date of the award, if there was no such prior vesting date pursuant to the award) through and including the vesting date under the applicable award that was next scheduled to occur after the Severance Date. (To illustrate the prior sentence, if an award was scheduled to vest on January 1, 2025 and January 1, 2026, and the Executive’s last day of employment with the Company was January 31, 2025, the Equity Award Pro-Rata Fraction would be 31/365.) This paragraph shall not apply as to an award if a portion of the award otherwise vested on the Severance Date pursuant to the normal vesting schedule applicable to the award. As to an award that is subject to performance-based vesting requirements, the award will remain subject to the applicable performance-based vesting conditions and the pro-rata vesting provided for in this paragraph Section 8(d)(vi) will apply only as to the next installment scheduled to vest pursuant to the time and service-based vesting conditions applicable to the award (for clarity, such award shall remain outstanding for the performance period corresponding to such next installment scheduled to vest (as such performance period may be shortened pursuant to the applicable award terms in connection with a Change in Control or similar event), as to such next installment scheduled to vest, so as to be able to give effect to such pro-rata vesting determination). In additionHowever, if the Severance Date occurs within twelve (12) months before, upon, or within two (2) years after a Change in the event of termination of the Executive’s employment with the Company pursuant to Section 7(a) before the Expiration DateControl, as to the Licensing Equity Award and each such stock option, restricted stock, restricted stock unit or similar equity award granted to the Executive by the Company after the Effective Date that is was outstanding and otherwise unvested on the Severance Date, Date (and notwithstanding anything contained in the applicable award agreement or the Equity Plan (or any successor equity compensation plan) did not otherwise accelerate pursuant to the contraryforegoing provisions of this Section 8(d)(vi)), all the time and service-based vesting conditions condition applicable to the equity award shall be deemed fully satisfied as of the Severance Dateno longer apply in its entirety, and to the extent the award is subject to any performance-based condition, the award shall be held open until the end condition and timing of the applicable performance period (as such performance period may be shortened pursuant to the applicable award terms in connection with a Change in Control or similar event) and the vesting payment of the award will be determined based on achievement of the applicable performance conditions as provided in the applicable award agreement. Each stock option granted to the Executive by the Company, to the extent vested and outstanding as of the Severance Date (including the portion that becomes vested pursuant to this Section 8(d)(vi)), shall remain outstanding until the earlier of the first anniversary of the Severance Date, the expiration of the ten (10) year term of the option, or the termination of the option pursuant to Section 17 of the Equity Plan (or similar provision of any successor equity plan under which the award was granted).

Rata Fraction. For purposes of this Agreement, “Equity Award Pro-Rata Fraction” means the fraction obtained by dividing (i) the total number of days the Executive was employed by the Company following the last time and service based vesting date under the applicable award that occurred prior to the Severance Date (or following the grant date of the award, if there was no such prior vesting date pursuant to the award) through and including the Severance Date, by (ii) the total number of days following the last time and service based vesting date under the applicable award (or following the grant date of the award, if there was no such prior vesting date pursuant to the award) through and including the vesting date under the applicable award that was next scheduled to occur after the Severance Date. (To illustrate the prior sentence, if an award was scheduled to vest on January 1, 2025 and January 1, 2026, and the Executive’s last day of employment with the Company was January 31, 2025, the Equity Award Pro-Rata Fraction would be 31/365.) This paragraph shall not apply as to an award if a portion of the award otherwise vested on the Severance Date pursuant to the normal vesting schedule applicable to the award. As to an award that is subject to performance-based vesting requirements, the award will remain subject to the applicable performance-based vesting conditions and the pro-rata vesting provided for in this paragraph will apply only as to the next installment scheduled to vest pursuant to the time and service-based vesting conditions applicable to the award (for clarity, such award shall remain outstanding for the performance period corresponding to such next installment scheduled to vest (as such performance period may be shortened pursuant to the applicable award terms in connection with a Change in Control or similar event), as to such next installment scheduled to vest, so as to be able to give effect to such pro-rata vesting determination). In addition, in the event of termination of the Executive’s employment with the Company pursuant to Section 7(a) before the Expiration Date, as to the Licensing Equity Award and each stock option, restricted stock, restricted stock unit or similar equity award granted to the Executive by the Company after the Effective Date (other than the Signing Equity Award) that is outstanding and otherwise unvested on the Severance Date, and notwithstanding anything contained in the applicable award agreement or the Equity Plan (or any successor equity compensation plan) to the contrary, all time and service-based vesting conditions applicable to the award shall be deemed fully satisfied as of the Severance Date, and to the extent the award is subject to any performance-based condition, the award shall be held open until the end of the applicable performance period (as such performance period may be shortened pursuant to the applicable award terms in connection with a Change in Control or similar event) and the vesting of the award will be determined based on achievement of the applicable performance conditions as provided in the applicable award agreement.