Accelerated Vesting of Equity Awards. One hundred percent (100%) of Executive’s then-outstanding and unvested Equity Awards will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s).
Accelerated Vesting of Equity Awards. With respect to a termination of employment under this Section 5 and as otherwise provided in this Employment Agreement, the benefits under this Section 5.3 shall consist of the following:
(a) All equity or equity-based awards held by the Executive at termination of employment, including but not limited to, stock options, restricted stock, and restricted stock units, whether or not granted as performance-based awards, and which at the time of termination of employment are subject only to time-vesting based on service (the “Time Vested Awards”), shall become fully vested and non-forfeitable to the extent not already so vested;
(b) Subject to Section 5.3(c) and the clarification described in the next sentence, with respect to all equity and equity-based awards held by the Executive at termination of employment which are subject to cancellation in the event the stated performance objectives are not satisfied, including but not limited to, stock options, restricted stock, and restricted stock units, and for which at the time of the Executive’s termination of employment, the performance objectives have not been satisfied (the “Performance-Based Awards”), the Performance-Based Awards shall become vested and non-forfeitable on a Pro-Rata Basis, but only if at the end of the performance period, the performance objectives are achieved; provided, however, that if the Executive’s resignation or termination under this Section 5 follows a Change in Control, the Performance-Based Awards outstanding as of such Change in Control and remaining outstanding as of the Executive’s resignation or termination under this Section 5 shall become fully vested and non-forfeitable. With respect to the provision for vesting and non-forfeiture of an award on a Pro-Rata Basis as described herein, only the performance periods under the award that have already commenced as of the Termination Date shall be taken into account to determine whether the performance objectives ultimately are achieved, and any performance period that has not commenced as of the Termination Date shall be disregarded for purposes of determining whether the award becomes vested and non-forfeitable on a Pro-Rata Basis; and
(c) The amount of Performance-Based Awards eligible to become vested under Section 5.3(b) shall be determined by the level of achievement of the performance objectives; provided, however, that if the Performance-Based Award is becoming fully vested and non-forfeitable under Section 5.3(b) on accoun...
Accelerated Vesting of Equity Awards. Notwithstanding anything to the contrary in any Equity Award, the Time-Based Equity Awards shall immediately accelerate and become fully vested and exercisable or nonforfeitable as if the Executive had remained employed with the Company as of the later of (i) the Date of Termination (or, if later, the Change in Control) or (ii) the effective date of the Separation Agreement (the “Accelerated Vesting Date”), provided that in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of such Equity Awards that would otherwise terminate or be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement (at which time acceleration will occur), or (B) the date that the Separation Agreement can no longer become fully effective (at which time the unvested portion of the Executive’s Time-Based Equity Awards will terminate or be forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date except as specifically provided in this Section 6(c).
Accelerated Vesting of Equity Awards. One hundred percent (100%) of Executive’s then-outstanding and unvested equity awards covering shares of the Company’s common stock (“Equity Awards”) will become vested in full as of the termination date. If an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved in full at the target levels for the relevant performance period(s) (including future periods). Notwithstanding the foregoing in this Section 4(a)(iv), if any Equity Awards provide for more favorable benefits under the applicable award agreements, plans and/or any other written arrangements, then in lieu of the benefits set forth in this Section (iv), such greater benefits will be provided in accordance with the terms therein.
Accelerated Vesting of Equity Awards. One hundred percent (100%) of Executive’s then-outstanding and unvested Equity Awards will become vested in full and in the case of stock options and stock appreciation rights, will become exercisable (for avoidance of doubt, no more than one hundred percent (100%) of the shares subject to the outstanding portion of the Equity Awards may vest and become exercisable under this provision). In the case of Equity Awards with performance-based vesting, all performance goals and other vesting criteria will be treated as set forth in Executive’s Equity Award agreement governing such Equity Award. For the avoidance of doubt, if the Company terminates Executive’s employment with the Company without Cause (and not by reason of Executive’s death or Disability) or if Executive resigns from such employment for Good Reason prior to a Change of Control, then any unvested portion of Executive’s outstanding Equity Awards will remain outstanding for three (3) months or the occurrence of a Change of Control (whichever is earlier) so that any acceleration benefits can be provided if a Change of Control occurs within three (3) months following such termination (provided that in no event will the Equity Awards remain outstanding beyond the Equity Award’s maximum term or expiration date). In such case, if no Change of Control occurs within three (3) months following Executive’s termination, any unvested portion of Executive’s Equity Awards automatically will be forfeited without having vested.
Accelerated Vesting of Equity Awards. To the extent Executive received any equity incentive award that is not fully vested as of the Termination Date, the following shall apply with respect to each such award, unless the applicable award agreement provides for more generous treatment of such award:
(1) subject to compliance with the Release requirements in Section 6(e), if Executive becomes entitled to receive benefits under Section 6(b)(1), (2) or (4) on account of his qualifying termination from Employment, (i) Executive shall become immediately 100% vested in any outstanding awards of restricted stock, stock options and any other equity incentive awards granted under the LTIP (or any other equity incentive plan of the Company) that vest solely based on the passage of time, and (ii) with respect to any awards that vest based on the attainment of performance-based vesting conditions, Executive shall be considered to have remained in Employment through the end of the applicable performance period (with any such award being paid out within 60 days following the end of the applicable performance period, provided that applicable performance targets have been met); and
(2) except as specifically provided in Section 6(d)(1), all unvested equity incentive awards shall be treated in accordance with the terms of the outstanding award agreement or plan document, as applicable.
Accelerated Vesting of Equity Awards. Executive’s then outstanding and unvested Equity Awards will vest as provided in Sections 3(a)(v) or 3(b)(v), as applicable, as if Executive’s termination were treated as a termination without Cause.
Accelerated Vesting of Equity Awards. All unvested stock options and restricted stock and stock equivalent awards, including performance awards, that have been granted or sold to the Executive by the Company and which have not otherwise vested, shall immediately accelerate and vest in the manner and to the extent such awards would vest under the terms of the individual award agreements with respect to each of those equity awards as if a change of control, as defined in those individual award agreements, had occurred, notwithstanding that the definition of a change of control set forth in those award agreements may differ from the definition of Change of Control set forth in this Agreement, and notwithstanding that the terms of individual award agreements might otherwise provide for forfeiture of those awards upon Executive’s Termination of Employment. With respect to stock equivalents, the acceleration and vesting described in this Subsection (b) shall be subject to any valid deferral election which was made prior to that time by the Executive under any Company non-qualified deferred compensation plan, program or permitted deferral arrangement then in effect. If Executive does not incur such a Termination of Employment following a Change of Control, nothing herein shall be deemed to revise or amend the terms of the individual award agreements with respect to such equity awards.
Accelerated Vesting of Equity Awards. One hundred percent (100%) of Executive’s unvested Equity Awards will become vested and will otherwise remain subject to the terms and conditions of the applicable Equity Award agreement.
Accelerated Vesting of Equity Awards. Notwithstanding any provision of any equity award plan or agreement to the contrary, (i) each outstanding stock option, stock appreciation right, restricted stock award, restricted stock unit, or other long-term equity incentive award held by the Executive shall vest (whether the vesting criteria are time-based, performance-based or otherwise) and become non-forfeitable on the Date of Termination and (ii) each outstanding stock option (other than a stock option that is intended to qualify as “incentive stock option” under Section 422 of the Code and that has an exercise price that is less than the fair market value of the Company’s common stock on the date hereof) and stock appreciation right shall remain exercisable for twelve (12) months following the Date of Termination (but in no event beyond the date such stock option or stock appreciation right would have expired had the Executive remained employed with the Company).
