Award Acceleration Clause Samples
The Award Acceleration clause allows for the expedited vesting or distribution of awards, such as stock options or bonuses, under certain predefined circumstances. Typically, this clause is triggered by events like a change in company control, termination without cause, or other significant corporate actions, resulting in employees or stakeholders receiving their awards sooner than originally scheduled. Its core practical function is to protect and incentivize key individuals by ensuring they are not disadvantaged by unforeseen events, thereby aligning their interests with the long-term success and stability of the organization.
Award Acceleration. If Executive’s employment is terminated as a result of a Qualifying Termination, then (i) the vesting of each Award that vests based on continued service, and the exercisability of each such Award that is a stock option, shall be automatically accelerated in full as of the Date of Termination and (ii) each Award that vests based on performance shall remain outstanding through the normal performance vesting date thereof (or, in the case of each such Award that is a stock option, until the 90th day following such normal performance vesting date) and shall vest and/or be forfeited based on the satisfaction of the applicable performance goals to the same extent as if the undersigned’s services to the Company had not ended (provided that, to the extent any such Award is subject to both performance and service-based vesting, the service-based vesting shall be automatically accelerated in full as of the Date of Termination). The Award shall continue to be exercisable in accordance with the Executive’s Award Agreement, and, with respect to Awards other than stock options and restricted stock awards, will be settled upon vesting to the extent such accelerated settlement is permitted by Section 409A of the Code or, if not so permitted, on the scheduled settlement date in accordance with the Executive’s Award Agreement, including in each case without any limitation any provisions that provide that in connection with a Change in Control, an Award may be surrendered and cancelled in exchange for a cash payment.
Award Acceleration. Upon a Change in Control (as defined below), all equity and equity-based awards previously granted by Company to Executive and not yet vested or otherwise exercisable will become fully vested and fully exercisable by Executive. Such awards shall remain exercisable for their original term; provided, however, that Company has the right to require Executive to exercise any such awards that are subject to exercise within 90 days after receipt of written notice to Executive. If Executive fails to exercise his awards within any such 90 day period, Company has the right to cancel such awards. Awards that have been structured to vest on a performance basis shall accelerate and vest at the 100% level established for such awards regardless of whether the 100% level has been or will be achieved.
Award Acceleration. Subject to Compensation Committee approval, on the Effective Date, the vesting of each unvested stock option and restricted stock award that was granted to you by BladeLogic, Inc. prior to the Effective Date and assumed by Employer in the Merger shall accelerate in full and become immediately exercisable (subject to applicable securities laws) and any forfeiture or other restrictions thereon shall fully lapse.
Award Acceleration. In the event of a Change of Control, all then unvested equity-based awards that vest based solely on continued employment or service with the Company, as granted by the Company to Employee prior to such Change of Control, (“Time-Based Equity Awards”) shall become (i) fully vested immediately on the effective date of the Change of Control and (ii), to the extent such Time-Based Equity Awards must be exercised, immediately exercisable on the effective date of the Change of Control and remain exercisable until the earlier of one (1) year from the date of consummation of the Change in Control and the latest date upon which the Time-Based Equity Awards would have expired by their original terms under any circumstances (the “Award Acceleration”); provided that you deliver a signed complete and general release of claims, which is not subsequently revoked, in a form satisfactory to the Company that includes release of any and all of your potential claims (other than for vested benefits described in other agreements with, or policies of, the Company not otherwise superseded under Section 4 below) against the Company, any of its affiliated companies, and their respective successors and any officers, employees, agents, directors, attorneys, insurers, underwriters, and assigns of the Company, its affiliates and/or successors.