Common use of Stock Acceleration Clause in Contracts

Stock Acceleration. If (a) a Change in Control Date or an Acquisition Event occurs during the Term on or before the Date of Termination and (b) the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason during the Term, then, effective upon the Date of Termination, (x) each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall become immediately exercisable in full, and (y) each outstanding restricted stock award shall be deemed to be fully vested and will no longer be subject to any right of repurchase by the Company. If (a) neither a Change of Control Date nor an Acquisition Event occurs on or before the Date of Termination and (b) the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason during the Term, then (x) the vesting of (i) each outstanding option to purchase shares of the Company held by the Executive and (ii) each outstanding restricted stock award shall be determined as though the Executive remained employed by the Company until six months after the Date of Termination, and (y) each outstanding option to purchase shares of the Company held by the Executive shall remain exercisable (to the extent vested) for a period of six months after the Date of Termination. For purposes of this Section 4.1, an Acquisition Event is the acquisition by the Company of all of the outstanding equity interests of a company or all or substantially all of the assets or business of a company.

Stock Acceleration. If (a) a Change in Control Date or an Acquisition Event occurs after the one year anniversary of employment with Network Engines during the Term on or before the Date of Termination and (b) the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason during the Term, then, effective upon the Date of Termination, (x) each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall become immediately exercisable in full, and (y) each outstanding restricted stock award shall be deemed to be fully vested and will no longer be subject to any right of repurchase by the Company. If (a) neither a Change of Control Date nor an Acquisition Event occurs on or before the Date of Termination and (b) the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason during the Term, then (x) the vesting of (i) each outstanding option to purchase shares of the Company held by the Executive and (ii) each outstanding restricted stock award shall be determined as though the Executive remained employed by the Company until six months after the Date of Termination, and (y) each outstanding option to purchase shares of the Company held by the Executive shall remain exercisable (to the extent vested) for a period of six months after the Date of Termination. For purposes of this Section 4.1, an Acquisition Event is the acquisition by the Company of all of the outstanding equity interests of a company or all or substantially all of the assets or business of a company.

Stock Acceleration. If (a) a Change in Control Date or an ------------------ Acquisition Event occurs during the Term on or before the Date of Termination and (b) the Executive’s 's employment with the Company is terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason during the Term, then, effective upon the Date of Termination, (x) each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall become immediately exercisable in full, and (y) each outstanding restricted stock award shall be deemed to be fully vested and will no longer be subject to any right of repurchase by the Company. If (a) neither a Change of Control Date nor an Acquisition Event occurs on or before the Date of Termination and (b) the Executive’s 's employment with the Company is terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason during the Term, then (x) the vesting of (i) each outstanding option to purchase shares of the Company held by the Executive and (ii) each outstanding restricted stock award shall be determined as though the Executive remained employed by the Company until six months after the Date of Termination, and (y) each outstanding option to purchase shares of the Company held by the Executive shall remain exercisable (to the extent vested) for a period of six months after the Date of Termination. For purposes of this Section 4.1, an Acquisition Event is the acquisition by the Company of all of the outstanding equity interests of a company or all or substantially all of the assets or business of a company.