Severance and Vesting Acceleration Sample Clauses

Severance and Vesting Acceleration. (a) In the event that (i) the Company terminates the Executive’s employment hereunder without Cause (as defined below) or (ii) the Executive terminates his employment hereunder for Good Reason (as defined below), if the Executive enters into a valid and irrevocable release of all claims against the Company and all related persons and entities in the form substantially similar to the form attached hereto as Exhibit A (the “Release”) and such Release becomes irrevocable within 60 days following the termination of the Executive’s employment hereunder, then upon the Effective Date (as defined in the Release) (or if later, upon the date of the Executive’s “separation from service” as defined in Section 409A of the Code), and Executive complies with his continuing obligations pursuant to Section 6, (x) the Executive shall be entitled to the salary that would have been payable to the Executive pursuant to Section 3.1 during the Post Termination Period, and (y) the portion of the Initial Option and any Additional Options that would have vested during the Post Termination Period if this Agreement was not so terminated shall immediately vest.
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Severance and Vesting Acceleration. (a) In the event (i) the Company terminates this Agreement without Cause (as defined below) or other than pursuant to the penultimate sentence of Section 4.1 hereof or (ii) the Consultant terminates this Agreement for Good Reason (as defined below), if the Consultant enters into a valid and irrevocable release of all claims against the Company, RaNA LLC, any RaNA Affiliate and all related persons and entities in the form attached hereto as Exhibit A (the “Release”), then upon the Effective Date (as defined in the Release), (A) the Consultant shall be entitled to the consulting fees that would have been payable to the Consultant pursuant to Section 3.1 during the Post Termination Period (but only to the extent not already paid), which amount shall be paid in a lump sum within fifteen (15) days following the Effective Date, and (B) the Initial Units and the Additional Units that would have vested during the Post Termination Period if this Agreement was not so terminated shall vest and become nonforfeitable. Notwithstanding the foregoing, if the date that is twenty-eight (28) days after the termination of this Agreement occurs in the calendar year following the year of termination, then the severance payment shall be made no earlier than January 1 of such subsequent calendar year. In no event may the Company or the Consultant accelerate or defer the timing of the severance payment unless permitted or required by Section 409A of the Internal Revenue Code.
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Severance and Vesting Acceleration. If your employment with the Company is terminated for any reason other than for Cause, the Company will pay you your then current monthly salary for a period of six (6) months following your employment termination date as severance (the “Severance Payment”). Similarly, if you resign your employment for Good Reason, then you shall receive the Severance Payment on the terms set forth in this paragraph. You accept the Severance Payment in full satisfaction of all rights and entitlements to notice of termination or compensation in lieu under statute or contract law. However, the Company shall not be required to pay any part of the Severance Payment unless you
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Severance and Vesting Acceleration. Subject to the provisions of this Agreement (including without limitation the provisions of Sections 2, 5 and 6 hereof) if, within the twelve (12) month period immediately following the consummation of the first Change of Control occurring after the Effective Date of this Agreement, (i) Employee’s employment with the Company is terminated by the Company or its successor (or an Affiliate of the Company or its successor) in a Termination Without Cause or (ii) Employee terminates Employee’s employment with the Company as a result of a Termination for Good Reason (the date of such Termination Without Cause or such Termination for Good Reason, as applicable, being hereinafter referred to as the “Trigger Date”) then, after the execution and nonrevocation by Employee of a Release which has become effective and not subject to revocation by Employee in whole or in part, Employee shall be entitled to receive the following severance benefits from the Company described in clause (i) and clause (ii) below:
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Related to Severance and Vesting Acceleration

  • Equity Vesting Acceleration Vesting acceleration (and exercisability, as applicable) as to 100% of the then-unvested shares subject to each of the Executive’s then-outstanding Company equity awards subject to only time-based (and not performance-based) vesting. In the case of equity awards with performance-based vesting, such awards will be treated as set forth in the applicable award agreement. For the avoidance of doubt, in the event of the Executive’s Qualifying Pre-CIC Termination, any unvested portion of the Executive’s then-outstanding equity awards will remain outstanding until the earlier of (x) ninety (90) days 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 the ninety (90) day period following the Qualifying Termination (provided that in no event will the Executive’s stock options or similar equity awards remain outstanding beyond the equity award’s maximum term to expiration). If no Change in Control occurs within the ninety (90) day period following a Qualifying Termination, any unvested portion of the Executive’s equity awards automatically and permanently will be forfeited on the ninetieth (90th) day following the date of the Qualifying Termination without having vested.

  • Vesting Acceleration Effective on such termination, the Executive shall receive accelerated vesting equivalent to six (6) months of service beyond the date of Executive’s termination with respect to the shares subject to any grant of restricted stock or stock options (each, an “Equity Grant”) granted to the Executive, regardless of whether granted prior to, coincident with, or after, the Effective Date; provided, however, that in the event such termination occurs within one (1) year following a Change of Control, then one hundred percent (100%) of the remaining shares subject to each such Equity Grant shall become vested in full and the period during which the Executive is permitted to exercise (if applicable) any such Equity Grant shall be extended until the earlier of (i) ten (10) years from the date of grant, or (ii) the expiration date of such Equity Grant (as of the date of grant).

  • Accelerated Vesting Notwithstanding the terms of any Award Agreement heretofore or hereafter granted to the Executive, in the event of a Change of Control, all Options and Restricted Stock granted to the Executive which do not constitute deferred compensation for Code Section 409A purposes shall become fully vested on the date of the Change of Control. The Executive shall have the right to exercise any such Options in a manner provided for in the applicable Award Agreement. In the event of any conflict between the terms of this Section 9(a) and the terms of any Award Agreement granted to the Executive, the terms of this Section 9(a) shall control and govern.

  • Accelerated Vesting of Equity Awards One hundred percent (100%) of Executive’s then-outstanding and unvested Equity Awards will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s).

  • Change in Control Vesting The shares of Common Stock underlying each Tranche of Performance Shares may also vest on an accelerated basis in accordance with the applicable provisions of Paragraph 4 of this Agreement should a Change in Control occur after the start but prior to the completion of the Performance Period applicable to that particular Tranche or the Certification Date. Issuance Date: The shares of Common Stock which actually vest and become issuable pursuant to each Tranche of Performance Shares shall be issued in accordance with the provisions of this Agreement applicable to the particular circumstances under which such vesting occurs.

  • Acceleration of Vesting Notwithstanding any provision of the Plan or this Agreement to the contrary, in the event of a Change in Control prior to the date that the Option is fully vested and exercisable, the Option shall become immediately vested and exercisable with respect to 100% of the Shares in each remaining vesting tranche. To the extent practicable, such acceleration of vesting and exercisability shall occur in a manner and at a time which allows the Participant the ability to participate in the Change in Control with respect to the Shares of Common Stock received.

  • Acceleration of Vesting Upon Change in Control [In the event that a Change in Control of the Company occurs during the Recipient’s Continuous Service, the shares of Restricted Stock subject to this Agreement shall become immediately vested as of the date of the Change in Control.]

  • Equity Vesting All of the then-unvested shares subject to each of the Executive’s then-outstanding equity awards will immediately vest and, in the case of options and stock appreciation rights, will become exercisable (for avoidance of doubt, no more than 100% of the shares subject to the then-outstanding portion of an equity award may vest and become exercisable under this provision). In the case of equity awards with performance-based vesting, all performance goals and other vesting criteria will be deemed achieved at the greater of actual performance or 100% of target levels. Unless otherwise required under the next following two sentences or, with respect to awards subject to Section 409A of the Code, under Section 5(b) below, any restricted stock units, performance shares, performance units, and/or similar full value awards that vest under this paragraph will be settled on the 61st day following the CIC Qualified Termination. For the avoidance of doubt, if the Executive’s Qualified Termination occurs prior to a Change in Control, then any unvested portion of the Executive’s then-outstanding equity awards will remain outstanding for 3 months or the occurrence of a Change in Control (whichever is earlier) so that any additional benefits due on a CIC Qualified Termination can be provided if a Change in Control occurs within 3 months following the Qualified Termination (provided that in no event will the Executive’s stock options or similar equity awards remain outstanding beyond the equity award’s maximum term to expiration). In such case, if no Change in Control occurs within 3 months following a Qualified Termination, any unvested portion of the Executive’s equity awards automatically will be forfeited permanently on the 3-month anniversary of the Qualified Termination without having vested.

  • Committee Discretion to Accelerate Vesting Notwithstanding the foregoing, the Committee may, in its sole discretion, provide for accelerated vesting of the Option at any time and for any reason.

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