Double Trigger Acceleration Clause Samples

Double Trigger Acceleration. In the event of a Change of Control (as defined below), if: (1) Executive is terminated without Cause by the Company or the successor corporation or a parent or subsidiary of such successor corporation of the Company (the “Successor Corporation”) within the ninety (90) day period prior to the consummation of the Change of Control transaction or within twelve (12) months following consummation of the Change of Control transaction; or (2) Executive terminates his employment or consulting relationship with the Company or the Successor Corporation, each as applicable, for Good Reason within the ninety (90) day period prior to the consummation of the Change of Control transaction or within twelve (12) months following consummation of the transaction, then the Initial Option or any cancelled, assumed, or substituted Option held by Executive in lieu of the Initial Option at the time of Executive’s termination shall become fully accelerated and fully vested immediately prior to the effective date of termination. As used herein, “Change of Control” shall mean a sale of all or substantially all of the Company’s assets, or any stock sale, merger, or consolidation of the Company with or into another corporation or business entity other than a stock sale, merger, or consolidation in which the holders of more than fifty percent (50%) of the shares of capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by the voting securities remaining outstanding or by their being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company, or such surviving entity, outstanding immediately after such transaction; provided, however, that a bona fide equity financing by the Company will not be deemed to be a Change of Control.

Double Trigger Acceleration. In the event that the Purchaser’s continuous status as a Service Provider is terminated by the Company without Cause (as defined below) within 6 months after a Change of Control (as defined below), 100% of the total number of Shares that have not been released from the Repurchase Option shall be immediately released from the Repurchase Option.

Double Trigger Acceleration. Where the Converted PSUs are assumed, continued or substituted by the surviving corporation or acquiring corporation (or its parent company), in case of a termination of employment by the Company resulting in a Termination Date that is within twelve (12) months following a Change in Control, and such termination is either due to (A) termination by the Company other than for Cause (as defined in Exhibit C), including due to death or disability, or (B) Participant’s resignation for Good Reason (as defined in Exhibit C), the vesting of any then-outstanding Converted PSUs shall accelerate and such Converted PSUs shall become immediately and fully vested as of the Termination Date (“Double Trigger Acceleration).

Double Trigger Acceleration. In the event of a Change of Control (as defined below), if: (1) Executive is terminated without Cause by the Company or the Successor Corporation within the ninety (90) day period prior to the consummation of the Change of Control transaction or within twelve (12) months following consummation of the Change of Control transaction; or (2) Executive terminates his employment or consulting relationship with the Company or the Successor Corporation, each as applicable, for Good Reason within the ninety (90) day period prior to the consummation of the Change of Control transaction or within twelve (12) months following consummation of the transaction, then the Additional Option or any cancelled, assumed, or substituted Option held by Executive in lieu of the Additional Option at the time of Executive’s termination shall become fully accelerated and fully vested immediately prior to the effective date of termination.

Double Trigger Acceleration. Notwithstanding the foregoing, if Purchaser is terminated without Cause (as defined below) by the Company (or a successor, if appropriate) or resigns for Good Reason (as defined below) in connection with or following the consummation of a Change of Control (as defined below), then the vesting of the Unvested Shares shall accelerate such that the Repurchase Option in Section 3(a) shall lapse as to 100% of the Unvested Shares. The lapse of repurchase rights provided for in the previous sentence shall occur immediately prior to the Termination Date. In the case of a sale of all or substantially all of the Company’s assets other than to an Excluded Entity, if the acquirer of the Company’s assets does not agree to assume this Agreement, or to substitute an equivalent award or right for this Agreement, and Purchaser transfers his employment to such acquirer in connection with such asset sale transaction, then any acceleration of vesting that would otherwise occur upon Purchaser’s termination shall occur immediately prior to, and contingent upon, the means (1) a sale of all or substantially all of the Company’s assets other than to an Excluded Entity (as defined below), (2) a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, limited liability company or other entity other than an Excluded Entity, or (3) the consummation of a transaction, or series of related transactions, in which any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of all of the Company’s then outstanding voting securities. Notwithstanding the foregoing, a transaction shall not constitute a Change of Control if its purpose is to (A) change the jurisdiction of the Company’s incorporation, (B) create a holding company that will be owned in substantially the same proportions by the persons who hold the Company’s securities immediately before such transaction, or (C) obtain funding for the voting Company in a financing that is approved by the Company’s Board of Directors. An “Excluded Entity” means a corporation, limited liability company or other entity on which the holders of voting capital stock of the Company outstanding immediately prior to such transaction are the direct or indirect holders of voting securities representing at least a majority of the votes entitled to be cas...

Double Trigger Acceleration. If (i) you are terminated without Cause in connection with or following the consummation of a Change in Control, then the Standard Option shall accelerate and, if applicable, become exercisable such that the Standard Option shall become vested as to 100% of the Shares then unvested or (ii) your employment is terminated as a result of your resignation for Good Reason in connection with or following the consummation of a Change in Control, then the Standard Option shall accelerate and, if applicable, become exercisable with respect to the shares subject to the Standard Option that would have otherwise become vested pursuant to its ordinary vesting schedule within the twelve (12) calendar months following such termination date. The acceleration of vesting provided for in the previous sentence shall occur immediately prior to your termination date. In the event of a Change in Control, if the Company’s successor does not agree to assume the Standard Option or any such outstanding equity award (other than the CIC/IPO Option), or to substitute an equivalent award or right for the Standard Option or any such outstanding equity award (other than the CIC/IPO Option), and you remain in continuous service through the closing of the Change in Control and you do not voluntarily resign without Good Reason and without continuing with the Company’s successor, then any acceleration of vesting that would otherwise occur upon your termination shall occur immediately prior to, and contingent upon, the consummation of such Change in Control. For purposes of this paragraph, unless a capitalized term used in this paragraph has a meaning given to it elsewhere in this Agreement, such term shall have the meaning given to it in the Stock Plan or Stock Agreement.

Double Trigger Acceleration. If the Participant’s employment with the Company and its Affiliates is terminated by the Company and or Affiliates without Cause (other than by reason of death or Disability) or by the Participant for Good Reason (as each such term is defined in the Post-Termination Benefits letter agreement by and between the Company and the Employee dated as of January 31, 2025 (the “Letter Agreement”) within twelve (12) months following a Change in Control (as defined in the Letter Agreement), the Option, to the extent unvested, shall become vested and exercisable as of the Participant’s termination date, subject to Participant’s execution and non-revocation of a general release of claims as of the termination date and continued compliance with any restrictive covenants with the Company or its Affiliates to which the Participant is bound.

Double Trigger Acceleration. If within 12 months after a Change in Control a Company Executive’s (as defined below) employment is terminated by the Company without Cause (as defined below) or by the Company executive for Good Reason (as defined below), and provided that the Company executive delivers to the Company a Release within sixty (60) days following such termination, and satisfy all conditions to make the Release effective, then (i) for all Named Executive Officers (as defined below) the vesting of the Named Executive Officers’ stock options shall be for 100% of the outstanding options of awarded to the Named Executive Officer(s), and (ii) for all Non-NEO Executives (as defined below) the vesting of the Non-NEO Executives’ stock options shall be accelerated by an additional three (3) years effective as of such termination.

Double Trigger Acceleration. If within twelve (12) months following a Change in Control, Purchaser (a) is terminated without Cause or (b) terminates his employment for Good Reason (as defined below), the Repurchase Option shall lapse with respect to one hundred percent (100%) of all then-unvested shares of Stock.