Common use of Treatment of Equity Awards Clause in Contracts

Treatment of Equity Awards. In the event the Limited Partner is subject to a Withdrawal without Cause as described in Section 3(b)(i): (1) the next two installments of the Sign-On RSUs (or if less than two installments remain unvested as of the Termination Date, then all of the Sign-On RSUs) that would have otherwise vested if Limited Partner had not been subject to a Withdrawal without Cause shall become vested as of the Termination Date. In addition, to the extent unvested following application of the previous sentence, a portion of an additional installment of Sign-On RSUs, pro-rated for the Term Year in which such Withdrawal without Cause occurs through the Termination Date, shall become vested as of the Termination Date. After application of the foregoing, the remainder of the unvested Sign-On RSUs, if any, will be immediately forfeited as of the Termination Date. (2) the next two installments of any Annual RSUs (or if less than two installments remain unvested as of the Termination Date, then all of the Annual RSUs) that would have otherwise vested if Limited Partner had not been subject to a Withdrawal without Cause shall become vested as of the Termination Date, and the remainder of the unvested Annual RSUs, if any, will be immediately forfeited as of such date; and (3) the Service Condition with respect to the Sign-On PSUs shall be waived as of the Termination Date (if not already satisfied) and the Limited Partner shall conditionally retain all of the Sign-On PSUs for a period of 24 months following the Termination Date; provided, that any Sign-On PSUs that have not satisfied the Performance Condition on or prior to the earlier of (x) the last day of such 24-month period and (y) the last day of the Performance Period shall be immediately forfeited as of such date.

Treatment of Equity Awards. In Pursuant to the event Merger Agreement, each outstanding unvested Juno stock option (“Option”), each outstanding award of Juno time-based restricted stock units (“RSUs”), and each outstanding award of Juno time-based restricted stock awards (“RSAs”), (i) if granted 12 months or more prior to the Limited Partner is subject to a Withdrawal without Cause as described in Section 3(b)(i): (1) the next two installments of the Sign-On RSUs (or if less than two installments remain unvested as of the Termination DateEffective Time, then all of the Sign-On RSUs) that would have otherwise vested if Limited Partner had not been subject to a Withdrawal without Cause shall will become vested as of the Termination Date. In addition, pursuant to the extent unvested following application of the previous sentence, a portion of an additional installment of Sign-On RSUs, pro-rated for the Term Year in which such Withdrawal without Cause occurs through the Termination Date, shall become vested as of the Termination Date. After application of the foregoing, the remainder of the unvested Sign-On RSUstheir respective terms or, if anygreater, will be immediately forfeited as of the Termination Date. (2) the next two installments of any Annual RSUs (or if less than two installments remain unvested as of the Termination Date, then all of the Annual RSUs) that would have otherwise vested if Limited Partner had not been subject to a Withdrawal without Cause shall become vested as of the Termination Date, and the remainder of the unvested Annual RSUs, if any, will be immediately forfeited as of such date; and (3) the Service Condition with respect to the Sign-On PSUs shall be waived as 25% of the Termination Date total number of Shares subject to such award, (ii) if not already satisfied) and granted following the Limited Partner shall conditionally retain all date of the SignMerger Agreement but prior to the Effective Time, will become vested pursuant to their respective terms or, if greater, with respect to 25% of the total number of Shares subject to such award (the “Pre-On PSUs Closing Non-Performance Awards”), or (iii) if granted less than 12 months prior to the Effective Time (other than the Pre-Closing Non-Performance Awards), will become vested pursuant to their respective terms or, if greater, with respect to that number of Shares subject thereto, such that, following such vesting, the award will be unvested with respect to that number of Shares which would have become vested and resulted in the award being 100% vested had the holder of the award remained continuously employed for a period of an additional 24 months following the Termination DateEffective Time; provided, that that, with respect to any Signawards referred to in subsections (i) and (iii) above, if, as of the 24-On PSUs that have not satisfied month anniversary of the Performance Condition Effective Time, any portion of such awards remains unvested, such unvested portion will become immediately vested on or prior to the earlier of (x) the last day of such 24-month period anniversary date, provided that the employee has remained employed through such 24-month anniversary date. All such awards that become vested or that are otherwise vested as of immediately prior to the Offer Acceptance Time will be cancelled and converted into the right to receive an amount in cash equal to the product of (i) the number of Shares subject to such vested award, and (yii) the last day Merger Consideration (reduced by the applicable exercise price in the case of the Performance Period shall be immediately forfeited as of such dateOptions).

Treatment of Equity Awards. In (a) Following the event Termination Date, for so long as Pedder continues to provide services to the Limited Partner Company as a member of the Board or a special advisor to the Board, the Restricted Stock Award, and Time-Based Options and any other award granted to Pedder under the Cerecor Inc. Second Amended and Restated 2016 Equity Incentive Plan or any predecessor plan (collectively, the “Equity Plan”), other than the Price-Based Options, will continue to vest according to the schedule provided in the applicable grant document for each such award. Pedder’s service as a Director from the Termination Date through the date of the 2020 SH Meeting and his service as a special advisor to the Board pursuant to Section 3 hereof shall be deemed to be, when taken together with his prior service as a Director and as Executive Chairman of the Board, an uninterrupted period of “Continuous Service” as such term is subject to used in the Equity Plan commencing upon his election as a Withdrawal without Cause Director on April 6, 2018 and ending upon the earlier of the expiration or termination of the Consulting Period, and, except as described set forth in Section 3(b)(i):4(b), all other terms of such awards, including related to the payment of taxes, shall continue and not be changed by this Agreement. (1b) Upon the next two installments earlier of the Signexpiration or termination of the Consulting Period, the unvested portion of the Restricted Stock Award, Time-On RSUs Based Options and any other award granted to Pedder under the Equity Plan, other than the Price-Based Options, that would have vested had Pedder provided Continuous Service for 18 months after such expiration or termination of the Consulting Period shall immediately become vested. (or if less c) The Time-Based Options and any other option award granted to Pedder under the Equity Plan, other than two installments the Price-Based Options, are hereby amended to provide that each such option shall remain unvested as exercisable until the second anniversary of the termination of Pedder’s Continuous Service (but in no event later than the applicable expiration date of such option). (d) As of the Termination Date, then all none of the SignPrice-On RSUs) Based Options have vested. The Parties agree that would have otherwise vested if Limited Partner had not been subject to a Withdrawal without Cause shall become vested as of the Termination Date. In addition, to the extent unvested following application of the previous sentence, a portion of an additional installment of SignPrice-On RSUs, pro-rated for the Term Year in which such Withdrawal without Cause occurs through the Termination Date, shall become vested as of the Termination Date. After application of the foregoing, the remainder of the unvested Sign-On RSUs, if any, Based Options will be immediately forfeited as of the Termination Date. (2) the next two installments of any Annual RSUs (or if less than two installments remain unvested as of the Termination Date, then all of the Annual RSUs) that would have otherwise vested if Limited Partner had not been subject to a Withdrawal without Cause shall become vested terminate as of the Termination Date, and the remainder of the unvested Annual RSUs, if any, Pedder will be immediately forfeited as of such date; and (3) the Service Condition thereafter have no rights with respect to the Signsuch Price-On PSUs shall be waived as of the Termination Date (if not already satisfied) and the Limited Partner shall conditionally retain all of the Sign-On PSUs for a period of 24 months following the Termination Date; provided, that any Sign-On PSUs that have not satisfied the Performance Condition on or prior to the earlier of (x) the last day of such 24-month period and (y) the last day of the Performance Period shall be immediately forfeited as of such dateBased Options.

Treatment of Equity Awards. In the event the Limited Partner is subject to a Withdrawal without Cause Upon termination of Executive’s employment hereunder as described in Section 3(b)(i): (1) the next two installments of the Sign-On RSUs (or if less than two installments remain unvested as of the Termination Date, then all of the Sign-On RSUs) that would have otherwise vested if Limited Partner Executive had not been subject to a Withdrawal without Cause so terminated shall become vested as of the Termination Date. In addition, to the extent unvested following application of the previous sentence, a portion of an additional installment of Sign-On RSUs, pro-rated for the Term Year in which such Withdrawal without Cause the termination occurs through the Termination Date, shall become vested as of the Termination Datedate of such termination. After application of the foregoing, the remainder of the unvested Sign-On RSUs, if any, will be immediately forfeited as of the Termination Date. (2) the next two installments of any Annual RSUs (or if less than two installments remain unvested as of the Termination Date, then all of the Annual RSUs) that would have otherwise vested if Limited Partner Executive had not been subject to a Withdrawal without Cause so terminated shall become vested as of the Termination Date, and the remainder of the unvested Annual RSUs, if any, will be immediately forfeited as of such date; and (3) the Service Condition with respect to the Sign-On PSUs shall be waived as of the Termination Date (if not already satisfied) and the Limited Partner Executive shall conditionally retain all of the Sign-On PSUs for a period of 24 months following the Termination Date; provided, that any Sign-On PSUs that have not satisfied the Performance Condition on or prior to the earlier of (x) the last day of such 24-month period and (y) the last day of the Performance Period shall be immediately forfeited as of such date.

Treatment of Equity Awards. In the event the Limited Partner is subject to a Withdrawal without Cause as described in Section 3(b)(i): (1) the next two installments of the Sign-On RSUs (or if less than two installments remain unvested as of the Termination DateAltschaefl and Company agree that, then all of the Sign-On RSUsAltschaefl’s current unvested restricted stock (and any related restricted cash) that would have otherwise vested if Limited Partner had not been subject to a Withdrawal without Cause awards, as well as all of Altschaefl’s current unvested performance share awards, all as set forth on Exhibit A, shall become fully vested as of the Termination Retirement Date. In additionWith respect to Altschaefl’s June 10, to the extent unvested following application 2022 performance share grant, such grant shall be deemed fully vested at its “target” level of 66% as of the previous sentence, a portion Retirement Date. Altschaefl shall retain all of an additional installment of Sign-On RSUs, pro-rated for the Term Year in which such Withdrawal without Cause occurs through the Termination Date, shall become his restricted stock awards that have vested as of the Termination DateRetirement Date (and be paid with respect to any related restricted cash together with the payment made by Company pursuant to Section 2A, less required withholdings). After application All of the foregoing, the remainder of the unvested Sign-On RSUs, if any, will be immediately forfeited as of the Termination Date. (2) the next two installments of any Annual RSUs (or if less than two installments remain unvested as of the Termination Date, then all of the Annual RSUs) Altschaefl’s current existing stock options that would have otherwise vested if Limited Partner had not been subject to a Withdrawal without Cause shall become vested as of the Termination DateRetirement Date may be exercised by him pursuant to the terms of Altschaefl’s applicable Equity Grants Agreements. For the sake of clarity and to avoid ambiguity, and Altschaefl’s current stock options issued on May 28, 2013 (which have all fully vested) may be exercised by Altschaefl in accordance with the remainder terms of the unvested Annual RSUsapplicable Equity Grant Agreement until May 28, if any, will be immediately forfeited as of such date; and (3) the Service Condition 2023. Altschaefl has no other claims with respect thereto, with it being understood and agreed that, as a non-employee member of the Board, Altschaefl shall be entitled to any further equity grants as, when and to the Signextent otherwise provided to non-On PSUs shall be waived employee directors. Upon Xx. Xxxxxxxxxx’x cessation from the Board, all of his then current unvested restricted stock/restricted cash awards received as a non-employee member of the Termination Date (if not already satisfied) and the Limited Partner Board shall conditionally retain all of the Sign-On PSUs for a period of 24 months following the Termination Date; provided, that any Sign-On PSUs that have not satisfied the Performance Condition on or prior to the earlier of (x) the last day of such 24-month period and (y) the last day of the Performance Period shall be immediately forfeited as of such datebecome fully vested.