Common use of Accelerated Vesting in Connection with a Change in Control Clause in Contracts

Accelerated Vesting in Connection with a Change in Control. (a) Upon a Change in Control occurring after the Date of Grant but prior to the Vesting Date, if the Participant has been continuously employed by either the Company or any Subsidiary between the Date of Grant and the date of such Change in Control, to the extent that the RSUs have not previously been forfeited, the RSUs shall Vest in full (and become entitled to settlement as specified in Section 4 of this Agreement), except to the extent that a Replacement Award is provided to the Participant to replace, continue or adjust the outstanding RSUs (the “Replaced Award”). If the Participant is provided with a Replacement Award in connection with the Change in Control, then if, upon or after receiving the Replacement Award, the Participant’s employment with the Company or any Subsidiary (or any of their successors after the Change in Control) (as applicable, the “Successor”) is terminated by the Participant for Good Reason or by the Successor other than for Cause (excluding, for the avoidance of doubt, termination due to the Participant’s death, Disability, retirement or voluntary resignation), in each case within a period of two years after the Change in Control but prior to the Vesting Date, to the extent that the Replacement Award has not previously been forfeited, (i) the Replacement Award will Vest in full (and become entitled to settlement as specified in Section 4 of this Agreement).

Accelerated Vesting in Connection with a Change in Control. (a) Upon a Change in Control occurring after the Date of Grant but prior to during the Vesting DatePeriod, if the Participant has been continuously employed by either the Company or any Subsidiary between the Date of Grant and the date of such Change in Control, to the extent that the RSUs have Option has not previously been forfeited, the RSUs shall Vest in full (Option will fully vest and become entitled to settlement as specified in Section 4 of this Agreement)fully exercisable, except to the extent that a Replacement Award is provided to the Participant to replace, continue or adjust the outstanding RSUs Option (the “Replaced Award”). If the Participant is provided with a Replacement Award in connection with the Change in Control, then if, upon or after receiving the Replacement Award, the Participant’s employment with the Company or any Subsidiary (or any of their successors after the Change in Control) (as applicable, the “Successor”) is terminated by the Participant for Good Reason or by the Successor other than for Cause (excluding, for the avoidance of doubt, termination due to the Participant’s death, Disability, retirement or voluntary resignation), in each case within a period of two years after the Change in Control but prior to and during the Vesting DatePeriod, to the extent that the Replacement Award has not previously been forfeited, (i) the Replacement Award will Vest become fully vested and immediately exercisable in full full, and (and become entitled to settlement as specified in Section 4 ii) the Replacement Award will remain exercisable for a period of this Agreement)90 days following such termination or until the expiration of the stated term of such Replacement Award, whichever period is shorter.

Accelerated Vesting in Connection with a Change in Control. (a) Upon a Change in Control occurring after the Date of Grant but prior to the Vesting Dateend of the Performance Period, if the Participant has been continuously employed by either the Company or any Subsidiary between the Date of Grant and the date of such Change in Control, to the extent that the RSUs have Restricted Stock has not previously been forfeited, the RSUs Restricted Stock shall Vest vest in full at the target level (and become entitled to settlement as specified in Section 4 50% of this Agreementthe Restricted Stock), except to the extent that a Replacement Award is provided to the Participant to replace, continue or adjust the outstanding RSUs Restricted Stock (the “Replaced Award”). If the Participant is provided with a Replacement Award in connection with the Change in Control, then if, upon or after receiving the Replacement Award, the Participant’s employment with the Company or any Subsidiary (or any of their successors after the Change in Control) (as applicable, the “Successor”) is terminated by the Participant for Good Reason or by the Successor other than for Cause (excluding, for the avoidance of doubt, termination due to the Participant’s death, Disability, retirement or voluntary resignation), in each case within a period of two years after the Change in Control but prior to the Vesting Dateend of the Performance Period, to the extent that the Replacement Award has not previously been forfeited, (i) the Replacement Award will Vest vest in full at the target level (and become entitled to settlement as specified in Section 4 50% of this Agreementthe Restricted Stock).