Common use of Termination of Service without Cause or for Good Reason during a CiC Period Clause in Contracts

Termination of Service without Cause or for Good Reason during a CiC Period. If the Grantee’s Service terminates by reason of (i) the Company’s terminating the Grantee’s Service without Cause or (ii) the Grantee’s terminating his Service for CiC Period Good Reason, in each case during a CiC Period (including, for the avoidance of doubt, following a Potential CiC Date but before the applicable Change in Control has been consummated), the Option shall automatically vest and become immediately exercisable in full as of the date of such termination of Service. The vested portion of the Option shall remain exercisable by the Grantee (or any person entitled to do so) at any time within thirty-six (36) months after the date of such termination of Service, subject to the earlier expiration of the Option as provided in Section 1(b) hereof. To the extent the Option is not exercised within such thirty-six (36)-month period, the Option shall be cancelled and revert back to the Company, and the Grantee or any permitted transferee pursuant to Section 3, as applicable, shall have no further right or interest therein. For purposes of this Section 4(d), the definitions of “Cause,” “CiC Period Good Reason,” “CiC Period,” and “Potential CiC Date” shall have the definitions attributed to such terms in the CIC and Severance Agreement.

Termination of Service without Cause or for Good Reason during a CiC Period. If the Grantee’s Service terminates by reason of (i) the Company’s terminating the Grantee’s Service without Cause or (ii) the Grantee’s terminating his Service for CiC Period Good Reason, in each case during a CiC Period (including, for the avoidance of doubt, following a Potential CiC Date but before the applicable Change in Control has been consummated), the Option shall automatically vest and become immediately exercisable in full as of the date of such termination of Service. The vested portion of In such case, the Option shall remain exercisable by the Grantee (or any person entitled to do so) at any time within thirty-six (36) months after the date of such termination of Service, subject to the earlier expiration of the Option as provided in Section 1(b) hereof. To the extent the Option is not exercised within such thirty-six (36)-month period, the Option shall be cancelled and revert back to the Company, and the Grantee or any permitted transferee pursuant to Section 3, as applicable, shall have no further right or interest therein. For purposes of this Section 4(d), the definitions of “Cause,” “CiC Period Good Reason,” “CiC Period,” and “Potential CiC Date” shall have the definitions attributed to such terms in the CIC and Severance Agreement.