Accelerated Vesting of Granted Equity. Notwithstanding the terms of the Equity Plan and/or the Grant Agreement or any other grant agreement or written agreement governing any equity award, including, without limitation, a RSU and/or PSU grant, Company agrees that any granted, outstanding equity that has not yet vested shall immediately accelerate and vest and be non-forfeitable and, if vesting is based on performance metrics, such equity will vest as if target performance were achieved, on the earlier of (i) the effective date of a Change in Control, or (ii) the effective date of a termination by Company on account of death or Disability, termination by Company without Cause, termination by Employee for Good Reason, or termination by the Company on account of its providing a notice of non-renewal of the Employment Period as set forth in Section 7(f) above; and will be delivered within 70 days of such vesting date unless the applicable grant agreement or Equity Plan provides for an earlier delivery date, in each case, other than clause (i), subject to Employee signing on or prior to the 50th day following such termination date and not revoking within the applicable 7-day revocation period, the Severance Agreement and General Release of Claims (as defined in Section 8(f)(5) below). In addition, simultaneous with or as soon as practicable after the acceleration of any such equity pursuant to clause (i) of the preceding sentence (but in all events no later than thirty (30) days following the Change in Control), the Company (or its successor) will make a payment to Employee equal to 50% of the amount of income and payroll (e.g., FICA) taxes Employee owes (assuming the highest applicable rates) on the vesting and delivery of such shares by reason of such acceleration.
Accelerated Vesting of Granted Equity. On the effective date of a termination by Company on account of Death or Disability, termination by Company without Cause or termination by Employee for Good Reason, notwithstanding the terms of the Equity Plan and/or the Grant Agreements, or any other grant agreement or written agreement governing any equity award, including, without limitation, a RSU and/or PSU grant, the Company agrees that the next tranche of all outstanding equity grants that have not yet vested shall immediately accelerate and vest and be non-forfeitable and, if vesting is based on performance metrics, such equity will vest as if target performance were achieved and will be delivered within 70 days of such vesting date unless the applicable grant agreement or Equity Plan provides for an earlier delivery date.
