Common use of Stock Acceleration Clause in Contracts

Stock Acceleration. For each equity award (including options and other awards) granted to the Executive prior to the Effective Date, if the Change in Control Date occurs during the Term, then, effective upon the Change in Control Date, (a) each outstanding option to purchase shares of Common Stock of the Company held by the Executive (or Executive’s heirs) shall become immediately exercisable in full, (b) each outstanding restricted stock award (“RS”) or restricted stock unit (“RSU”) shall be deemed to be fully vested and, for RSUs, the shares of Company Stock will be delivered upon vesting and (c) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) until the earlier of (i) a period of six months following the Date of Termination and (ii) the original expiration date of such option. For each equity award (including options and other awards) granted to the Executive after the Effective Date and prior to the Change in Control Date, if the Change in Control Date occurs during the Term and the Date of Termination occurs within 12 months following the Change in Control Date due to death, a termination without Cause or a termination for Good Reason, then, effective upon the Date of Termination, (a) each outstanding option to purchase shares of Common Stock of the Company held by the Executive (or Executive’s heirs) shall become immediately exercisable in full, (b) each outstanding restricted stock award or RSU shall be deemed to be fully vested and, for RSUs, the shares of Company Stock will be delivered upon vesting and (c) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) until the earlier of (i) a period of twelve months following the Date of Termination and (ii) the original expiration date of such option.

Stock Acceleration. For each equity award (including options and other awards) granted to the Executive prior to the Effective Date, if If the Change in Control Date occurs during the TermTerm and if, then, effective upon within 12 months following the Change in Control Date, 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, then the Executive shall be entitled to the following benefits upon the date of the Executive’s termination: (a) if, as of the Change in Control Date, the Executive has been employed by the Company for at least one year, but less than two years, (i) 75% of the number of shares subject to each outstanding option to purchase shares of Common Stock of the Company held by the Executive that were not already vested (inclusive of any accelerated vesting provided for in the Company’s 2005 Stock Incentive Plan) shall become immediately exercisable in full and shares of Common Stock of the Company received upon exercise of any such options will no longer be subject to a right of repurchase by the Company and the remaining 25% of such number of shares subject to each outstanding option shall continue to become vested in accordance with the original vesting schedule set forth in such options, with 25% of the number of shares that would otherwise have become vested on each subsequent vesting date in accordance with the original schedule becoming vested on each subsequent vesting date and (ii) 75% of the number of shares subject to each outstanding restricted stock award held by the Executive that were not already vested (inclusive of any accelerated vesting provided for in the Company’s 2005 Stock Incentive Plan) shall become immediately vested in full and will no longer be subject to a right of repurchase by the Company and the remaining 25% of such number of shares subject to each outstanding restricted stock award shall continue to become vested in accordance with the original vesting schedule set forth in such restricted stock award, with 25% of the number of shares that would otherwise have become vested on each subsequent vesting date in accordance with the original schedule becoming vested on each subsequent vesting date; and (b) if, as of the Change in Control Date, the Executive has been employed by the Company for two years or more, (i) each outstanding option to purchase shares of Common Stock of the Company held by the Executive (or Executive’s heirs) shall become immediately exercisable in full, full and shares of Common Stock of the Company received upon exercise of any options will no longer be subject to a right of repurchase by the Company and (bii) each outstanding restricted stock award (“RS”) or restricted stock unit (“RSU”) shall be deemed to be fully vested and, for RSUs, the shares and will no longer be subject to a right of Company Stock will be delivered upon vesting and (c) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable repurchase by the Executive (to the extent such option was exercisable on the Date of Termination) until the earlier of (i) a period of six months following the Date of Termination and (ii) the original expiration date of such option. For each equity award (including options and other awards) granted to the Executive after the Effective Date and prior to the Change in Control Date, if the Change in Control Date occurs during the Term and the Date of Termination occurs within 12 months following the Change in Control Date due to death, a termination without Cause or a termination for Good Reason, then, effective upon the Date of Termination, (a) each outstanding option to purchase shares of Common Stock of the Company held by the Executive (or Executive’s heirs) shall become immediately exercisable in full, (b) each outstanding restricted stock award or RSU shall be deemed to be fully vested and, for RSUs, the shares of Company Stock will be delivered upon vesting and (c) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) until the earlier of (i) a period of twelve months following the Date of Termination and (ii) the original expiration date of such optionCompany.

Stock Acceleration. For each equity award (including options and other awardsa) granted to If the Executive prior to Executive’s employment is terminated by the Effective Date, if the Change in Control Date occurs during the Term, Company without Cause then, effective upon the Change in Control Date, date of such termination (a) each outstanding option to purchase shares of Common Stock of the Company held by the Executive (or Executive’s heirsto the extent not then currently exercisable) shall become immediately exercisable in fullwith respect to such additional number of shares of Common Stock as if the Executive had remained employed by the Company for an additional one year period following such termination and shares of Common Stock of the Company received upon exercise of any options will no longer be subject to a right of repurchase by the Company, (b) each outstanding restricted stock award (“RS”) or restricted stock unit (“RSU”) shall be deemed to be fully vested and, (in addition to the amount then vested) as if the Executive had remained employed by the Company for RSUs, an additional one year period following such termination and such vested shares will no longer be subject to a right of repurchase by the shares of Company Stock will be delivered upon vesting and (c) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) until the earlier of (i) for a period of six twelve months following the Date of Termination and Termination. (iib) If the original expiration date of such option. For each equity award (including options and other awards) granted to Executive’s employment is terminated by the Executive after the Effective Date and prior to the Change in Control Date, if the Change in Control Date occurs during the Term and the Date of Termination occurs within 12 months following the Change in Control Date due to death, a termination without Cause or a termination for Good Reason, Reason then, effective upon the Date date of Termination, such termination (a) each outstanding option to purchase shares of Common Stock of the Company held by the Executive (or Executive’s heirsto the extent not then currently exercisable) shall become immediately exercisable in fullwith respect to such additional number of shares of Common Stock as if the Executive had remained employed by the Company for an additional six month period following such termination and shares of Common Stock of the Company received upon exercise of any options will no longer be subject to a right of repurchase by the Company, (b) each outstanding restricted stock award or RSU shall be deemed to be fully vested and, (in addition to the amount then vested) as if the Executive had remained employed by the Company for RSUs, an additional six month period following such termination and such vested shares will no longer be subject to a right of repurchase by the shares of Company Stock will be delivered upon vesting and (c) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) until the earlier of (i) for a period of twelve months following the Date of Termination Termination. (c) If a Change of Control of the Company occurs during the Term, then, effective fifteen (15) days prior to the Change in Control Date (a) each outstanding option to purchase shares of Common Stock of the Company held by the Executive (to the extent not then currently exercisable) shall become immediately exercisable in full and shares of Common Stock of the Company received upon exercise of any options will no longer be subject to a right of repurchase by the Company, (b) each outstanding restricted stock award shall be deemed to be fully vested and will no longer be subject to a right of repurchase by the Company and (iic) notwithstanding any provision in any applicable option agreement to the original expiration date contrary, each such option shall continue to be exercisable by the Executive for a period of such optiontwelve months following the Date of Termination.

Stock Acceleration. For each equity award (including options and other awardsa) granted to If the Executive prior to Executive’s employment is terminated by the Effective Date, if the Change in Control Date occurs during the Term, Company without Cause then, effective upon the Change in Control Date, date of such termination (a) each outstanding option to purchase shares of Common Stock of the Company held by the Executive (or Executive’s heirsto the extent not then currently exercisable) shall become immediately exercisable in fullwith respect to such additional number of shares of Common Stock as if the Executive had remained employed by the Company for an additional one year period following such termination and shares of Common Stock of the Company received upon exercise of any options will no longer be subject to a right of repurchase by the Company, (b) each outstanding restricted stock award (“RS”) or restricted stock unit (“RSU”) shall be deemed to be fully vested and, (in addition to the amount then vested) as if the Executive had remained employed by the Company for RSUs, an additional one year period following such termination and such vested shares will no longer be subject to a right of repurchase by the shares of Company Stock will be delivered upon vesting and (c) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) until the earlier of (i) for a period of six twelve months following the Date of Termination and Termination. (iib) If a Change of Control of the original expiration date of such option. For each equity award Company occurs during the Term, then, effective fifteen (including options and other awards15) granted to the Executive after the Effective Date and days prior to the Change in Control Date, if the Change in Control Date occurs during the Term and the Date of Termination occurs within 12 months following the Change in Control Date due to death, a termination without Cause or a termination for Good Reason, then, effective upon the Date of Termination, (a) each outstanding option to purchase shares of Common Stock of the Company held by the Executive (or Executive’s heirsto the extent not then currently exercisable) shall become immediately exercisable in fullfull and shares of Common Stock of the Company received upon exercise of any options will no longer be subject to a right of repurchase by the Company, (b) each outstanding restricted stock award or RSU shall be deemed to be fully vested and, for RSUs, and will no longer be subject to a right of repurchase by the shares of Company Stock will be delivered upon vesting and (c) notwithstanding any provision in any applicable option agreement to the contrary, each such option shall continue to be exercisable by the Executive (to the extent such option was exercisable on the Date of Termination) until the earlier of (i) for a period of twelve months following the Date of Termination and (ii) the original expiration date of such optionTermination.