Vesting Acceleration Event Clause Samples
A Vesting Acceleration Event clause defines circumstances under which unvested equity or stock options become fully or partially vested ahead of the original schedule. Typically, this clause is triggered by specific events such as a company acquisition, merger, or involuntary termination without cause, allowing employees or stakeholders to immediately gain ownership of shares that would otherwise vest over time. Its core function is to protect the interests of equity holders by ensuring they are not disadvantaged by major corporate changes or unexpected employment terminations.
Vesting Acceleration Event. If a Vesting Acceleration Event occurs after <<date>>, but prior to the last day of the Performance Period, and if you have not previously forfeited your Award under Section 4 below, a Pro-Rata Portion of your Award will be eligible for vesting based on the number of months you were employed during the Performance Period before the Vesting Acceleration Event. The Pro-Rata Portion is calculated by multiplying the number of Performance Units by a fraction, the numerator of which is the number of complete calendar months from the beginning of the Performance Period to and including the date of the Vesting Acceleration Event (such numerator not to exceed <<#>>), and the denominator of which is <<#>>. The Pro-Rata Portion of your award will vest as of the Vesting Acceleration Event. The Performance Period is shortened as of the end of the calendar quarter ending on or before the Vesting Acceleration Event to the extent that the Performance Goals are achieved as set forth in EXHIBIT A. Any balance of the Pro-Rata Portion that does not vest upon the Vesting Acceleration Event shall be forfeited as of the date of such event. Any balance of your Award that does not vest at the end of the Performance Period shall be forfeited as of the end of the Performance Period.
Vesting Acceleration Event. In the event of the occurrence of a -------------------------- Vesting Acceleration Event (defined below), then the Unvested Shares Repurchase Right shall automatically terminate in its entirety, and the Purchaser shall acquire a vested interest in all of the Shares immediately upon the completion of such Vesting Acceleration Event; provided, however, in the event of the -------- ------- occurrence of any of the events described in subsections (a), (b) and (c) below ----------- - - - (each a "Corporate Transaction"), the Unvested Share Repurchase Right shall not be affected (e.g., such right shall not lapse or otherwise terminate), if, --- following the consummation of such Corporate Transaction, the Company's stockholders of record immediately prior to such Corporate Transaction hold more than fifty percent (50%) of the voting power of the surviving or acquiring ------------- -- entity. For purposes of this Section 5.6, a "Vesting Acceleration Event" is ----------- defined as any of the following:
(a) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation but excluding any merger effected exclusively for the purpose of changing the domicile of the Company);
(b) the sale, transfer or other disposition of all or substantially all of the assets of the Company;
(c) a sale of all or substantially all of the capital stock of the Company; or
(d) the Purchaser's death or permanent and total disability, as defined in Title 26, Section 22(e)(3) of the Internal Revenue Code (26 -------- ---------------- -- U.S.C.(s).22(e)(3)). ------------------
Vesting Acceleration Event. Subject to earlier forfeiture as otherwise provided in Paragraph 4(b), in the event a Vesting Acceleration Event occurs while the Participant is an employee of the Company or one of its Subsidiaries, after <<date>> and before the last day of the Performance Period, then the average ROATCE and the TSR of the Company and the TSR of the Peer Group shall be determined through the end of the calendar quarter ending on or prior to the date of the first such Vesting Acceleration Event and the vesting provisions set forth in Paragraph 2 shall be applied to a time-weighted portion of the Award Shares (determined by multiplying the number of Award Shares by a fraction (not to exceed one), the numerator of which is the number of complete calendar months from the beginning of the Performance Period to and including the Vesting Acceleration Event, and the denominator of which is <<#>>) based on such ROATCE and TSR results. For purposes of this calculation, average ROATCE shall be calculated using the number of complete calendar quarters from the beginning of the Performance Period to the Vesting Acceleration Event, except that complete calendar years shall be used if such measurement period consists of one or two complete calendar years. In such event, the Period of Restriction shall end, the restrictions applicable to the Award Shares shall automatically terminate, and the Award Shares shall be free of restrictions and freely transferable, all to the extent of the vested Award Shares as so determined, on the date of such Vesting Acceleration Event. In such event, any balance of the Award Shares and Restricted Stock Units which are not vested shall be immediately forfeited. If the aggregate time-weighted vesting exceeds 100%, Achievement Shares shall be issued to the Participant, in settlement of the vested Restricted Stock Units, in a number equal to the excess of the aggregate time-weighted vesting pursuant to this Paragraph 4(c) over 100% multiplied by the number of Restricted Stock Units (as adjusted by the Committee pursuant to Section 4.4 of the Plan to reflect such events as stock dividends, stock splits, recapitalizations, mergers, consolidations or reorganizations of or by the Company). The Achievement Shares shall be unrestricted, 100% vested and freely transferable as of their date of issuance and shall have full voting rights and otherwise possess all rights of Shares from their date of issuance. All determinations regarding vesting and entitlement to the A...