Common use of Control Event Clause in Contracts

Control Event. Upon the Board giving written notice to a Participant of the occurrence of a Control Event or an IPO Control Event, as applicable (the “Control Event Notice”): (a) in respect of a Participant’s unvested Options, the Board may determine in its discretion the manner in which the unvested Options held by the Participant will be dealt with, including but not limited to: (i) allowing some or all of those Options to continue to be held by the Participant, and be subject to the existing Performance Hurdles and/or Vesting Conditions; (ii) undertaking a Buy-Back (including a transfer to a person or entity nominated by the Company) of some or all of those Options; and/or (iii) requiring that some or all of those Options automatically lapse and be Cancelled by the Company; and (b) in respect of the Participant’s vested and unlapsed Options: (i) the Participant must notify the Company in writing whether it elects to exercise those Options within 7 days of receiving the Control Event Notice (or by such time as otherwise determined by the Board in its discretion). If a Participant does not notify the Company in writing within the period required by this clause, the Participant will be deemed to have elected not to exercise any of its vested and unlapsed Options; (ii) the exercise of those Options will take place immediately prior to completion of the relevant transaction the subject of the Control Event or IPO Control Event (as applicable) (or at such time as otherwise determined by the Board in its discretion); and (iii) any Options not exercised will automatically lapse and be Cancelled by the Company immediately prior to completion of the relevant transaction the subject of the Control Event or IPO Control Event (as applicable) (or at such time as otherwise determined by the Board in its discretion). (c) For the avoidance of doubt, an IPO will not be a Control Event and the Options will remain subject to the terms of each Plan and the Invitation Letter following such IPO.

Control Event. Upon the Board giving written notice to a Participant of the occurrence of a Control Event or an IPO Control Event, as applicable (the “Control Event Notice”): (a) in respect of a Participant’s unvested Options, the Board may determine in its discretion the manner in which the unvested Options held by the Participant will be dealt with, including but not limited to: (i) allowing some or all of those Options to continue to be held by the Participant, and be subject to the existing Performance Hurdles and/or Vesting Conditions; (ii) undertaking a Buy-Back (including a transfer to a person or entity nominated by the Company) of some or all of those Options; and/or (iii) requiring that some or all of those Options automatically lapse and be Cancelled by the Company; and (b) in respect of the Participant’s vested and unlapsed Options: (i) the Participant must notify the Company in writing whether it elects to exercise those Options within 7 days of receiving the Control Event Notice (or by such time as otherwise determined by the Board in its discretion). If a Participant does not notify the Company in writing within the period required by this clause, the Participant will be deemed to have elected not to exercise any of its vested and unlapsed Options; (ii) the exercise of those Options will take place immediately prior to completion of the relevant transaction the subject of the Control Event or IPO Control Event (as applicable) (or at such time as otherwise determined by the Board in its discretion); and (iii) any Options not exercised will automatically lapse and be Cancelled cancelled by the Company immediately prior to completion of the relevant transaction the subject of the Control Event or IPO Control Event (as applicable) (or at such time as otherwise determined by the Board in its discretion).; and (cb) For in respect of a Participant’s unvested Options, the avoidance Board may determine in its discretion the manner in which the unvested Options held by the Participant will be dealt with, including but not limited to: (i) allowing some or all of doubtthose Options to continue to be held by the Participant, an IPO will not and be a Control Event and the Options will remain subject to the terms existing Performance Hurdles and/or Vesting Conditions; (ii) undertaking a Buy-Back of each Plan some or all of those Options; and/or (iii) requiring that some or all of those Options automatically lapse and be cancelled by the Invitation Letter following such IPOCompany.