Vesting of Equity Awards. Notwithstanding the provisions of any plan or agreement governing such an Award (as defined in Section 4(c)), all Awards granted to you that remain outstanding and unvested immediately prior to the occurrence of a Change in Control (as defined in Section 4(d)(i)) automatically shall vest in full upon the occurrence of the Change in Control.
Vesting of Equity Awards. In addition to the Severance Amount, all unvested stock options, restricted stock and other equity-based awards held by Executive shall immediately vest as of the Effective Date of Termination (the “Vesting”).
Vesting of Equity Awards. Notwithstanding the provisions of any other agreement to the contrary, upon the scheduled expiration of the Term of this Agreement, all options to purchase Common Stock of the Company that have been granted to Consultant by the Company will become immediately exercisable and all other equity awards that have been awarded to Consultant, including restricted awards, will become fully vested and no longer subject to restrictions on transfer (except for performance-based awards, which shall vest only upon satisfaction of the applicable performance goals) and, notwithstanding any other agreement to the contrary, will remain exercisable for the full term of each such option or award.
Vesting of Equity Awards. If, in connection with a Change in Control (as defined in Section 6(d) below), the vesting of outstanding equity awards is accelerated under the terms of the Company’s 2009 Performance Incentive Plan or any other long-term incentive plan(s) then in effect, then the vesting of any outstanding equity awards held by Employee shall also be accelerated. If the vesting of outstanding equity awards is not accelerated or only partially accelerated in connection with the Change in Control under the terms of the Company’s 2009 Performance Incentive Plan or any other long-term incentive plan(s) then in effect, then the following terms shall apply following the Change in Control with respect to the remaining unvested equity awards held by Employee:
(i) Any performance-based equity awards held by Employee shall immediately vest to the extent that the stock price target or other performance thresholds applicable to such awards are met in the Change in Control transaction, as determined by the Board in its reasonable discretion. Any performance-based equity awards held by Employee that are not vested under the preceding sentence shall be automatically converted to time-based equity awards in equal one-third proportions and the vesting of those awards shall be amended such that those awards shall vest over Employee’s next three regularly scheduled vesting dates.
(ii) All equity awards held by Employee that remain unvested following application of the foregoing provisions of this Section 6(a) shall vest on the established vesting date of such equity awards; provided however, that in the event of a termination of Employee’s employment by the Company (or its successor) for any reason other than for Cause, or a termination of Employee’s employment by Employee for Good Reason, within two years following a Change in Control, such unvested equity awards shall immediately and automatically vest in full and, in the case of options or other exercisable equity awards, shall remain exercisable for two years following such termination of employment. In addition, if Employee’s employment was terminated (A) by the Company for any reason other than for Cause or (B) by Employee for Good Reason within the six months prior to the occurrence of a Change in Control, then Employee shall be treated for purposes of this Section 6(a) as if he continued to be employed through the date of the Change in Control and the termination of his Employment occurred immediately following the Change in Contro...
Vesting of Equity Awards. All (i) Option Shares, (ii) RSUs and (iii) other equity-based grants or cash in lieu of grants, in the case of (ii) and (iii) that vest solely based upon the continued provision of services and without regard to any performance criteria, in any case granted to the Executive and outstanding and to the extent not otherwise vested, shall be vested as of the Date of Separation from Service in the event of termination of the Executive without Cause or by the Executive for Good Reason, or by reason of death or Disability (the “Accelerated Vesting”).
Vesting of Equity Awards. Anything herein or in any Equity Plan (including without limitation, Section 16(b) of the Company’s Restated 1996 Flexible Stock Incentive Plan) to the contrary notwithstanding, upon the occurrence of a Change of Control during the Employment Term, one hundred percent (100%) of the Employee’s then unvested Equity Awards shall immediately vest and, as applicable, become exercisable, and such Equity Awards, and all of Employee’s Equity Awards that have become vested prior to the occurrence of the Change in Control, shall, as applicable, continue to be exercisable, in any case, for a period of twelve (12) months following the Termination Date; provided, however, that in the event of a conflict between any term or condition of the applicable Equity Plan and this Agreement, the term or condition most favorable to Employee shall prevail; and provided further, that notwithstanding the foregoing, in no event shall the extended twelve (12) month exercise period specified above modify or extend the expiration date of any Equity Award as set forth in the applicable Equity Plan.
Vesting of Equity Awards. All Option Shares and RSUs (and any other equity based grants or cash in lieu of grants) granted to the Executive, to the extent not otherwise vested, shall be vested (performance-based grants shall vest at target levels) as of the Date of Separation from Service in the event of termination of the Executive without Cause or by the Executive for Good Reason, death or Disability (the “Accelerated Vesting”).
Vesting of Equity Awards. One hundred percent (100%) of Executive’s outstanding and unvested time-vesting equity awards (excluding any awards vesting based on performance) covering shares of the Company’s common stock will become vested in full.
Vesting of Equity Awards. Except as otherwise provided in an applicable award agreement specifically referencing this Agreement, the vesting and, if applicable, exercisability of Executive’s outstanding options, restricted shares, stock units and other compensatory awards with respect to the equity of the Company shall be accelerated immediately prior to the Change of Control with respect to 25% of the total number of unvested shares subject to the award.
Vesting of Equity Awards. Notwithstanding any language in the Award Agreements or any other equity award agreement under the Plan or in the Plan to the contrary, if Executive has an unvested option to purchase Shares or any unvested Stock Units (as defined in the Plan) under any Award Agreement or any other equity award agreement under the Plan addressing Executive’s option to purchase or right or have vest Shares, then a pro rata portion of any such time-based award scheduled to vest on the next anniversary of the grant date for such award will vest as of the Termination Date and a pro rata portion of any such performance-based award will vest as provided below. In the case of time-based awards, the number of additional Shares that Executive will have the option to purchase or will have vest as a result of such pro rata vesting will be determined by multiplying the total number of additional Shares Executive would have had the option to purchase, or have had vest, as of the next anniversary of the grant date for such award assuming Executive would have remained employed through such anniversary by a fraction, the numerator of which is the number of days Executive was employed by the Company during the then-current vesting year through and including the Termination Date and the denominator is 365. For performance-based awards, the number of additional Shares that Executive will have vest as a result of such pro rata vesting will be determined by multiplying the total number of additional Shares that would otherwise have been determined to have been earned had Executive remained employed through the end of the applicable performance period by a fraction, the numerator of which is the number of days Executive was employed by the Company during the performance period and the denominator is the number of days in the performance period (e.g., 1,095 days in the case of a three-year performance period).
