Vesting Acceleration Sample Clauses

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).

Vesting Acceleration. (i) In the event that the Company is subject to a Change of Control (as defined below), any then-outstanding stock awards provided to you in connection with your employment relationship with the Company Group and not in any other status (the “Awards”) will be subject to accelerated vesting such that one hundred percent (100%) of the total unvested shares subject to such Awards (if any) will vest, notwithstanding any cliff vesting or similar requirements, effective as of the effective date of the consummation of the Change of Control; provided however that any Awards that vest based on the achievement of performance criteria shall vest in accordance with the Change of Control provisions in the award agreements applicable to such Awards, if any, and if there are no such Change in Control provisions in any such award agreements, such Awards shall fully vest on the date of such termination (the “Full Acceleration”). PRONAI THERAPEUTICS, INC. OFFER LETTER - 2 (ii) In addition, notwithstanding anything to the contrary in the foregoing: (1) in the event that your employment is terminated without Cause by the Company within sixty (60) days prior to the consummation of a Change of Control, any stock awards that are outstanding on the date of your termination shall remain outstanding and shall be subject to Full Acceleration upon the consummation of such Change of Control (and if such Change of Control is not consummated within sixty (60) days following your termination date, such stock awards shall terminate on the sixtieth (60th) day following your termination of employment, subject to Section 3(a)(ii)(2) below), provided that you first meet the Release Requirements for Full Acceleration. (2) in the event that at any time your employment with the Company is terminated without Cause or you resign from the Company for Good Reason (both, as defined below), then any stock awards that would otherwise vest over the following twelve (12) month period following such termination of employment notwithstanding such termination, will be subject to accelerated vesting and vest in full as of the date of such termination of employment (the “Partial Acceleration”), provided that you first meet the Release Requirements. (iii) Notwithstanding the foregoing, in order to be eligible for the Full Acceleration or the Partial Acceleration, you must first meet the Release Requirements as set forth in Section 8.

Vesting Acceleration. Acceleration of the vesting of all time-based vesting requirements for equity awards previously granted to you as of the date of termination as to the number of shares that would have vested pursuant to the time-based vesting requirements in accordance with the applicable vesting schedule as if you had been in service for an additional six (6) months following your employment termination date (based upon months of service and not the occurrence of corporate events or milestones), but such acceleration, to the extent applicable, will remain subject to the liquidity event vesting requirement set forth in the applicable grant notice(s) and agreement(s). Such acceleration shall be effective as of the effective date of your termination of employment.

Vesting Acceleration. In the event that the Company experiences a Change of Control during the Executive’s service with the Company and the Executive is subject to an Involuntary Termination in connection with or within twelve (12) months following such Change of Control, then the Executive will become vested in an additional number of unvested shares of the Company’s Common Stock, Company options or other Company equity that have been granted to the Executive, as applicable, as if the Executive provided another twelve (12) months of service with the Company following the effective date of the Involuntary Termination. In no event will the Executive become vested in more Company equity than was originally issued or granted to the Executive.

Vesting Acceleration. The Company shall vest in full the Executive on the Termination Date for any and all outstanding equity-incentive awards issued to the Executive and any options may be exercised by his authorized representative or estate for a period equal to the earlier of one year from and after the Termination Date and the original expiration date of each option as set forth in the respective grant agreements unless a longer period of time is set forth in the grant agreement evidencing the options.

Vesting Acceleration. 100% of the unvested portion of all Equity Awards shall immediately accelerate and become fully exercisable or non-forfeitable as of the Date of Termination. To the extent that any Equity Award was eligible to vest in full or in part based on performance, the performance component shall be deemed to have been achieved at target. If any Equity Award will not continue through assumption or substitution after the Change in Control, such award will be fully vested immediately prior to the Change in Control; and

Vesting Acceleration. Except as otherwise provided herein and -------------------- subject to the consummation of the Merger, Employee hereby waives and forfeits any right to accelerated vesting and exercisability of the shares subject to the Spyglass Options and Restricted Stock Awards that Employee may otherwise be entitled to under the terms and conditions of the Spyglass Plan, the Spyglass Restricted Stock Award Agreement or any other existing agreements Employee has with Spyglass.

Vesting Acceleration. If the Company terminates the Executive for any reason other than Cause at any time, then the Executive will become vested in an additional number of shares of the Company’s Common Stock subject to all options that have been granted by the Company to the Executive, as if the Executive provided an additional six (6) months of service following the effective date of such employment termination. This vesting acceleration is in addition to and does not supersede any vesting acceleration that may be provided to the Executive in a stock option agreement evidencing an option granted to the Executive, provided that in no event will the Executive become vested in a number of shares subject to an option granted by the Company that is greater than the total number of shares subject to such option. Any vesting acceleration contained in the Executive’s offer letter or employment agreement that has not been approved by the Company’s Board of Directors and evidenced by a stock option agreement is hereby superseded in its entirety by this Agreement.

Vesting Acceleration. In the event of a Change of Control, and notwithstanding the provisions of any Option Agreement to the contrary, immediately prior to such Change of Control, one hundred percent (100%) of the then unvested shares subject to each Option Agreement will fully vest and become fully exercisable, and any Company rights of repurchase of unvested shares with respect thereto will fully lapse, as of the closing date of the Change of Control. The Company shall also amend each Option Agreement to permit Executive to exercise the options provided by each Option Agreement for a period of ten (10) years following the termination of Executive’s employment.

Vesting Acceleration. Acceleration of the vesting of all-time-based vesting requirements for equity awards previously granted to you as of the date of termination, but such acceleration, to the extent applicable, will remain subject to the liquidity event vesting requirement set forth in the applicable grant notice(s) and agreement(s). Such acceleration shall be effective as of the effective date of your termination of employment.