Common use of Acceleration of Equity Awards Clause in Contracts

Acceleration of Equity Awards. All equity awards granted to the Executive under any equity incentive plan maintained for Company or University employees that are outstanding immediately prior to the following events shall be vested and fully exercisable as follows: (a) upon termination of the Executive’s employment by the Executive’s death as provided in Section 10(a) hereof, (b) upon termination of the Executive’s employment by the Company or the University, as applicable, for Disability as provided in Section 10(b)(i) hereof, or (c) upon termination of the Executive’s employment by the Company or the University, as applicable, as provided in Section 10(b)(iii) in the twelve (12)-month period following a Change of Control or by the Executive for Good Reason as provided in Section 10(c) in the twelve (12)-month period following a Change of Control; provided that for purposes of clauses (a) and (b) any equity awards that are subject to performance conditions for a performance period not yet completed will be deemed to be vested and exercisable in a pro-rated amount equivalent to the portion of the performance period that has passed and assuming achievement of the performance conditions for that period at the “target” level, and for purposes of clause (c) any equity awards that are subject to performance conditions for a performance period not yet completed will be deemed to be vested and exercisable in full at the “target” level. This Agreement is intended to amend all equity awards previously awarded to the Executive to modify vesting as described above to the extent vesting would not otherwise accelerate under the terms of such equity award grants. For purposes of this Agreement, “Change of Control” means (i) the dissolution or liquidation of the Company or a merger, consolidation, or reorganization of the Company with one (1) or more other entities in which the Company is not the surviving entity, (ii) a sale of substantially all of the assets of the Company to another person or entity, or (iii) any transaction (including without limitation a merger or reorganization in which the Company is the surviving entity) which results in any person or entity owning fifty percent (50%) or more of the combined voting power of all classes of stock of the Company, provided, that if an event is a “Change of Control” as defined in this Agreement but is not a “change in control event” as defined in Section 409A of the Code, any payments which are the same as the payments the Executive would have received under Section 11(d) if there had not been a “Change of Control” will be paid at the time and in the manner specified in Section 11(d).

Acceleration of Equity Awards. All equity awards granted to the Executive under any equity incentive plan maintained for Company or University Parent employees that are outstanding immediately prior to the following events shall be vested and fully exercisable as follows: (a) upon termination of the Executive’s employment by the Executive’s death as provided in Section 10(a9(a) hereof, (b) upon termination of the Executive’s employment by the Company or the University, as applicable, Parent for Disability as provided in Section 10(b)(i9(b)(i) hereof, or (c) upon termination of the Executive’s employment by the Company or the University, as applicable, as provided in Section 10(b)(iii9(b)(iii) in the twelve (12)-month period following a Change of Control or by the Executive for Good Reason as provided in Section 10(c9(c) in the twelve (12)-month period following a Change of Control; provided provided, that for purposes of clauses (a) and (b) any equity awards that are subject to performance conditions for a performance period not yet completed will be deemed to be vested and exercisable in a pro-rated amount equivalent to the portion of the performance period that has passed and assuming achievement of the performance conditions for that period at the “target” level, and for purposes of clause (c) any equity awards that are subject to performance conditions for a performance period not yet completed will be deemed to be vested and exercisable in full at the “target” level. This Agreement is intended to amend all equity awards previously awarded to the Executive to modify vesting as described above to the extent vesting would not otherwise accelerate under the terms of such equity award grants. For purposes of this Agreement, “Change of Control” means (i) the dissolution or liquidation of the Company Parent or a merger, consolidation, or reorganization of the Company Parent with one (1) or more other entities in which the Company Parent is not the surviving entity, (ii) a sale of substantially all of the assets of the Company Parent to another person or entity, or (iii) any transaction (including without limitation a merger or reorganization in which the Company Parent is the surviving entity) which results in any person or entity owning fifty percent (50%) or more of the combined voting power of all classes of stock of the CompanyParent, provided, that if an event is a “Change of Control” as defined in this Agreement but is not a “change in control event” as defined in Section 409A of the Code, any payments which are the same as the payments the Executive would have received under Section 11(d10(d) if there had not been a “Change of Control” will be paid at the time and in the manner specified in Section 11(d10(d).

Acceleration of Equity Awards. All equity awards granted to the Executive under any equity incentive plan maintained for Company or University Parent employees that are outstanding immediately prior to the following events shall be vested and fully exercisable as follows: (a) upon termination of the Executive’s employment by the Executive’s death as provided in Section 10(a) hereof, (b) upon termination of the Executive’s employment by the Company or the University, as applicable, Parent for Disability as provided in Section 10(b)(i) hereof, or (c) upon termination of the Executive’s employment by the Company or the University, as applicable, as provided in Section 10(b)(iii) in the twelve (12)-month period following a Change of Control or by the Executive for Good Reason as provided in Section 10(c) in the twelve (12)-month period following a Change of Control; provided provided, that for purposes of clauses (a) and (b) any equity awards that are subject to performance conditions for a performance period not yet completed will be deemed to be vested and exercisable in a pro-rated amount equivalent to the portion of the performance period that has passed and assuming achievement of the performance conditions for that period at the “target” level, and for purposes of clause (c) any equity awards that are subject to performance conditions for a performance period not yet completed will be deemed to be vested and exercisable in full at the “target” level. This Agreement is intended to amend all equity awards previously awarded to the Executive to modify vesting as described above to the extent vesting would not otherwise accelerate under the terms of such equity award grants. For purposes of this Agreement, “Change of Control” means (i) the dissolution or liquidation of the Company Parent or a merger, consolidation, or reorganization of the Company Parent with one (1) or more other entities in which the Company Parent is not the surviving entity, (ii) a sale of substantially all of the assets of the Company Parent to another person or entity, or (iii) any transaction (including without limitation a merger or reorganization in which the Company Parent is the surviving entity) which results in any person or entity owning fifty percent (50%) or more of the combined voting power of all classes of stock of the CompanyParent, provided, that if an event is a “Change of Control” as defined in this Agreement but is not a “change in control event” as defined in Section 409A of the Code, any payments which are the same as the payments the Executive would have received under Section 11(d) if there had not been a “Change of Control” will be paid at the time and in the manner specified in Section 11(d).

Acceleration of Equity Awards. All equity awards granted to the Executive under any equity incentive plan maintained for Company or University Parent employees that are outstanding immediately prior to the following events shall be vested and fully exercisable as follows: (a) upon termination of the Executive’s employment by the Executive’s death as provided in Section 10(a) hereof, (b) upon termination of the Executive’s employment by the Company or the University, as applicable, Parent for Disability as provided in Section 10(b)(i) hereof, or (c) c upon termination of the Executive’s employment by the Company or the University, as applicable, as provided in Section 10(b)(iii) in the twelve (12)-month period following a Change of Control or by the Executive for Good Reason as provided in Section 10(c) in the twelve (12)-month period following a Change of Control; provided provided, that for purposes of clauses (a) and (b) any equity awards that are subject to performance conditions for a performance period not yet completed will be deemed to be vested and exercisable in a pro-rated amount equivalent to the portion of the performance period that has passed and assuming achievement of the performance conditions for that period at the “target” level, and for purposes of clause (c) any equity awards that are subject to performance conditions for a performance period not yet completed will be deemed to be vested and exercisable in full at the “target” level. This Agreement is intended to amend all equity awards previously awarded to the Executive to modify vesting as described above to the extent vesting would not otherwise accelerate under the terms of such equity award grants. For purposes of this Agreement, “Change of Control” means (i) the dissolution or liquidation of the Company Parent or a merger, consolidation, or reorganization of the Company Parent with one (1) or more other entities in which the Company Parent is not the surviving entity, (ii) a sale of substantially all of the assets of the Company Parent to another person or entity, or (iii) any transaction (including without limitation a merger or reorganization in which the Company Parent is the surviving entity) which results in any person or entity owning fifty percent (50%) or more of the combined voting power of all classes of stock of the CompanyParent, provided, that if an event is a “Change of Control” as defined in this Agreement but is not a “change in control event” as defined in Section 409A of the Code, any payments which are the same as the payments the Executive would have received under Section 11(d) if there had not been a “Change of Control” will be paid at the time and in the manner specified in Section 11(d).

Acceleration of Equity Awards. All equity awards granted to the Executive under any equity incentive plan maintained for Company or University Parent employees that are outstanding immediately prior to the following events shall be vested and fully exercisable as follows: (a) upon termination of the Executive’s employment by the Executive’s death as provided in Section 10(a9(a) hereof, (b) upon termination of the Executive’s employment by the Company or the University, as applicable, Parent for Disability as provided in Section 10(b)(i9(b)(i) hereof, or (c) upon termination of the Executive’s employment by the Company or the University, as applicable, as provided in Section 10(b)(iii9(b)(iii) in the twelve (12)-month period following a Change of Control or by the Executive for Good Reason as provided in Section 10(c9(c) in the twelve (12)-month period following a Change of Control; provided provided, that for purposes of clauses (a) and (b) any equity awards that are subject to performance conditions for a performance period not yet completed will be deemed to be vested and exercisable in a pro-rated amount equivalent to the portion of the performance period that has passed and assuming achievement of the performance conditions for that period at the “target” level, and for purposes of clause (c) any equity awards that are subject to performance conditions for a performance period not yet completed will be deemed to be vested and exercisable in full at the “target” level. This Agreement is intended to amend all equity awards grants previously awarded to the Executive to modify vesting as described above to the extent vesting would not otherwise accelerate under the terms of such equity award grantsawards. For purposes of this Agreement, “Change of Control” means (i) the dissolution or liquidation of the Company Parent or a merger, consolidation, or reorganization of the Company Parent with one (1) or more other entities in which the Company Parent is not the surviving entity, (ii) a sale of substantially all of the assets of the Company Parent to another person or entity, or (iii) any transaction (including without limitation a merger or reorganization in which the Company Parent is the surviving entity) which results in any person or entity owning fifty percent (50%) or more of the combined voting power of all classes of stock of the CompanyParent, provided, that if an event is a “Change of Control” as defined in this Agreement but is not a “change in control event” as defined in Section 409A of the Code, any payments which are the same as the payments the Executive would have received under Section 11(d10(d) if there had not been a “Change of Control” will be paid at the time and in the manner specified in Section 11(d10(d).

Acceleration of Equity Awards. All In addition to the terms of Section 5(d), all equity awards granted to the Executive under any equity incentive plan maintained for Company or University employees that are outstanding immediately prior to the following events shall be vested and fully exercisable as follows: (a) upon termination of the Executive’s employment by the Executive’s death as provided in Section 10(a) hereof, (b) upon termination of the Executive’s employment by the Company or the University, as applicable, for Disability as provided in Section 10(b)(i) hereof, or (c) upon termination of the Executive’s employment by the Company or the University, as applicable, as provided in Section 10(b)(iii) in the twelve CIC Termination Period, and (12)-month period following a Change d) upon termination of Control or by the Executive Executive’s employment for Good Reason Reason, to the extent as provided in Section 10(c) in the twelve (12)-month period following a Change of Control; provided provided, that for purposes of clauses (a) and (b) any equity awards that are subject to performance conditions for a performance period not yet completed will be deemed to be vested and exercisable in a pro-rated amount equivalent to the portion of the performance period that has passed and assuming achievement of the performance conditions for that period at the “target” level, and for purposes of clause (c) any equity awards that are subject to performance conditions for a performance period not yet completed will be deemed to be vested and exercisable in full at the “target” level. This Agreement is intended to amend all equity awards previously awarded to the Executive to modify vesting as described above to the extent vesting would not otherwise accelerate under the terms of such equity award grants. For purposes of this Agreement, “Change of Control” means (i) the dissolution or liquidation of the Company or a merger, consolidation, or reorganization of the Company with one (1) or more other entities in which the Company is not the surviving entity, (ii) a sale of substantially all of the assets of the Company to another person or entity, or (iii) any transaction (including without limitation a merger or reorganization in which the Company is the surviving entity) which results in any person or entity owning fifty percent (50%) or more of the combined voting power of all classes of stock of the Company, provided, that if an event is a “Change of Control” as defined in this Agreement but is not a “change in control event” as defined in Section 409A of the Code, any payments which are the same as the payments the Executive would have received under Section 11(d) if there had not been a “Change of Control” will be paid at the same time and in the manner specified in Section 11(d).

Acceleration of Equity Awards. All equity awards granted to the Executive under any equity incentive plan maintained for Company or University employees that are outstanding immediately prior to the following events shall be vested and fully exercisable as follows: (a) upon termination of the Executive’s employment by the Executive’s death as provided in Section 10(a) hereof, (b) upon termination of the Executive’s employment by the Company or the University, as applicable, for Disability as provided in Section 10(b)(i) hereof, or (c) upon termination of the Executive’s employment by the Company or the University, as applicable, as provided in Section 10(b)(iii) in the twelve (12)-month period following a Change of Control or by the Executive for Good Reason as provided in Section 10(c) in the twelve (12)-month period following a Change of Control; provided provided, that for purposes of clauses (a) and (b) any equity awards that are subject to performance conditions for a performance period not yet completed will be deemed to be vested and exercisable in a pro-rated amount equivalent to the portion of the performance period that has passed and assuming achievement of the performance conditions for that period at the “target” level, and for purposes of clause (c) any equity awards that are subject to performance conditions for a performance period not yet completed will be deemed to be vested and exercisable in full at the “target” level. This Agreement is intended to amend all equity awards previously awarded to the Executive to modify vesting as described above to the extent vesting would not otherwise accelerate under the terms of such equity award grants. For purposes of this Agreement, “Change of Control” means (i) the dissolution or liquidation of the Company or a merger, consolidation, or reorganization of the Company with one (1) or more other entities in which the Company is not the surviving entity, (ii) a sale of substantially all of the assets of the Company to another person or entity, or (iii) any transaction (including without limitation a merger or reorganization in which the Company is the surviving entity) which results in any person or entity owning fifty percent (50%) or more of the combined voting power of all classes of stock of the Company, provided, that if an event is a “Change of Control” as defined in this Agreement but is not a “change in control event” as defined in Section 409A of the Code, any payments which are the same as the payments the Executive would have received under Section 11(d) if there had not been a “Change of Control” will be paid at the time and in the manner specified in Section 11(d).

Acceleration of Equity Awards. All equity awards granted to the Executive under any equity incentive plan maintained for Company or University Parent employees that are outstanding immediately prior to the following events shall be vested and fully exercisable as follows: (a) upon termination of the Executive’s employment by the Executive’s death as provided in Section 10(a) hereof, (b) upon termination of the Executive’s employment by the Company or the University, as applicable, Parent for Disability as provided in Section 10(b)(i) hereof, or (c) upon termination of the Executive’s employment by the Company or the University, as applicable, as provided in Section 10(b)(iii) in the twelve (12)-month period following a Change of Control or by the Executive for Good Reason as provided in Section 10(c) in the twelve (12)-month period following a Change of Control; provided that for purposes of clauses (a) and (b) any equity awards that are subject to performance conditions for a performance period not yet completed will be deemed to be vested and exercisable in a pro-rated amount equivalent to the portion of the performance period that has passed and assuming achievement of the performance conditions for that period at the “target” level, and for purposes of clause (c) any equity awards that are subject to performance conditions for a performance period not yet completed will be deemed to be vested and exercisable in full at the “target” level. This Agreement is intended to amend all equity awards previously awarded to the Executive to modify vesting as described above to the extent vesting would not otherwise accelerate under the terms of such equity award grants. For purposes of this Agreement, “Change of Control” means (i) the dissolution or liquidation of the Company Parent or a merger, consolidation, or reorganization of the Company Parent with one (1) or more other entities in which the Company Parent is not the surviving entity, (ii) a sale of substantially all of the assets of the Company Parent to another person or entity, or (iii) any transaction (including without limitation a merger or reorganization in which the Company Parent is the surviving entity) which results in any person or entity owning fifty percent (50%) or more of the combined voting power of all classes of stock of the CompanyParent, provided, that if an event is a “Change of Control” as defined in this Agreement but is not a “change in control event” as defined in Section 409A of the Code, any payments which are the same as the payments the Executive would have received under Section 11(d) if there had not been a “Change of Control” will be paid at the time and in the manner specified in Section 11(d).

Acceleration of Equity Awards. All equity awards granted to the Executive under any equity incentive plan maintained for Company or University Subsidiary employees that are outstanding immediately prior to the following events shall be vested and fully exercisable as follows: (a) upon termination of the Executive’s employment by the Executive’s death as provided in Section 10(a11(a) hereof, (b) upon termination of the Executive’s employment by the Company or the University, as applicable, for Disability as provided in Section 10(b)(i11(b)(i) hereof, or (c) upon termination of the Executive’s employment by the Company or the University, as applicable, as provided in Section 10(b)(iii11(b)(iii) in the twelve (12)-month period following a Change of Control or by the Executive for Good Reason as provided in Section 10(c11(c) in the twelve (12)-month period following a Change of Control; provided provided, that for purposes of clauses (a) and (b) any equity awards that are subject to performance conditions for a performance period not yet completed will be deemed to be vested and exercisable in a pro-rated amount equivalent to the portion of the performance period that has passed and assuming achievement of the performance conditions for that period at the “target” level, and for purposes of clause (c) any equity awards that are subject to performance conditions for a performance period not yet completed will be deemed to be vested and exercisable in full at the “target” level. This Agreement is intended to amend all equity awards previously awarded to the Executive to modify vesting as described above to the extent vesting would not otherwise accelerate under the terms of such equity award grants. For purposes of this Agreement, “Change of Control” means (i) the dissolution or liquidation of the Company or a merger, consolidation, or reorganization of the Company with one (1) or more other entities in which the Company is not the surviving entity, (ii) a sale of substantially all of the assets of the Company to another person or entity, or (iii) any transaction (including without limitation a merger or reorganization in which the Company is the surviving entity) which results in any person or entity owning fifty percent (50%) or more of the combined voting power of all classes of stock of the Company, provided, that if an event is a “Change of Control” as defined in this Agreement but is not a “change in control event” as defined in Section 409A of the Code, any payments which are the same as the payments the Executive would have received under Section 11(d12(d) if there had not been a “Change of Control” will be paid at the time and in the manner specified in Section 11(d12(d).