Common use of Vesting Upon Corporate Transaction Clause in Contracts

Vesting Upon Corporate Transaction. (a) Notwithstanding Section 2.3 above, if a Corporate Transaction occurs while Grantee holds unvested Stock Units, and the acquiring or successor entity (or parent thereof) does not agree to provide for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering shares of a successor corporation (“New Incentives”), then all of the unvested Stock Units shall become immediately and unconditionally vested effective immediately prior to and conditioned upon the consummation of such Corporate Transaction. (b) Notwithstanding Section 2.4 or subsection 2.5(A)(a) above, if the acquiring or successor entity (or parent thereof) provides for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering New Incentives, then vesting of the unvested Stock Units shall not accelerate in connection with such Corporate Transaction to the extent this Agreement is continued, assumed or substituted for New Incentives; provided, however, if there is a termination of Continuous Service of Grantee without Cause or pursuant to a Constructive Termination (as defined below) within 24 months following such Corporate Transaction, all unvested Stock Units or New Incentives shall vest effective upon such termination. (c) For purposes of this Agreement, the following terms shall have the meanings set forth below:

Vesting Upon Corporate Transaction. (a) Notwithstanding Section Sections 2.3 above, if the Awardee holds unvested Stock Units at the time a Corporate Transaction occurs while Grantee holds unvested Stock Unitsoccurs, and either (i) the Corporate Transaction is not approved by a majority of the Continuing Directors (as defined below) or (ii) the acquiring or successor entity (or parent thereof) does not agree to provide for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering shares of a successor corporation (“New Incentives”), then all of the unvested Stock Units shall become immediately and unconditionally vested vested, and the restrictions with respect to all of the unvested Stock Units shall lapse, effective immediately prior to and conditioned upon the consummation of such Corporate Transaction. (b) Notwithstanding Section 2.4 or subsection 2.5(A)(a2.5(a) above, if pursuant to a Corporate Transaction approved by a majority of the Continuing Directors, the acquiring or successor entity (or parent thereof) provides for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering New Incentives, then vesting of the unvested Stock Units shall not accelerate in connection with such Corporate Transaction to the extent this Agreement is continued, assumed or substituted for New Incentives; provided, however, if there is a termination of Continuous Service of Grantee Awardee without Cause or pursuant to a Constructive Termination (as defined below) within 24 12 months following such Corporate Transaction, all unvested Stock Units or New Incentives shall vest effective upon such termination. (c) For purposes of this AgreementAgreement (including Section 2.4 above), the following terms shall have the meanings set forth below:

Vesting Upon Corporate Transaction. (a) Notwithstanding Section Sections 2.3 above, if Awardee holds unvested Stock Units at the time a Corporate Transaction occurs while Grantee holds unvested Stock Unitsoccurs, and either (i) the Corporate Transaction is not approved by a majority of the Continuing Directors (as defined below) or (ii) the acquiring or successor entity (or parent thereof) does not agree to provide for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering shares of a successor corporation (“New Incentives”), then all of the unvested Stock Units shall become immediately and unconditionally vested vested, and the restrictions with respect to all of the unvested Stock Units shall lapse, effective immediately prior to and conditioned upon the consummation of such Corporate Transaction. (b) Notwithstanding Section 2.4 or subsection 2.5(A)(a2.5(a) above, if pursuant to a Corporate Transaction approved by a majority of the Continuing Directors, the acquiring or successor entity (or parent thereof) provides for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering New Incentives, then vesting of the unvested Stock Units shall not accelerate in connection with such Corporate Transaction to the extent this Agreement is continued, assumed or substituted for New Incentives; provided, however, if there is a termination of Continuous Service of Grantee Awardee without Cause or pursuant to a Constructive Termination (as defined below) within 24 12 months following such Corporate Transaction, all unvested Stock Units or New Incentives shall vest effective upon such termination. (c) For purposes of this AgreementAgreement (including Section 2.4 above), the following terms shall have the meanings set forth below: