Common use of Equity Acceleration Clause in Contracts

Equity Acceleration. In the event of a Sale Event (as defined in the Mimecast Limited 2015 Share Option and Incentive Plan), fifty percent (50%) of the unvested portion of all stock options and other stock-based awards held by the Executive that are subject to time-based vesting (the “Time-Based Equity Awards”) shall accelerate and become exercisable or nonforfeitable as of the effective time of the Sale Event. In addition, in the event that the Executive’s employment is terminated by the Company without Cause or the Executive resigns for Good Reason (as defined below), in either case within one (1) year following the Sale Event, subject to the execution and effectiveness of a Release of Claims by the Executive, one hundred percent (100%) of the unvested portion of all Time-Based Equity Awards held by the Executive shall accelerate and become exercisable or nonforfeitable as of the later of (i) the date of termination of the Executive’s employment or (ii) the effective date of the Release of Claims (such date, the “Accelerated Vesting Date”). Notwithstanding anything to the contrary in the applicable plans and/or award agreements governing such Time-Based Equity Awards, any termination or forfeiture of unvested shares underlying the Time-Based Equity Awards that could vest pursuant to the foregoing and otherwise would have occurred on or prior to the Accelerated Vesting Date will be delayed until the Accelerated Vesting Date and will occur only to the extent the Time-Based Equity Awards do not vest pursuant to this Section 5(g). Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the date of termination of the Executive’s employment and the Accelerated Vesting Date. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in the Executive’s responsibilities, authority or duties; (ii) a material diminution in the Executive’s Base Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) a material change in the geographic location at which the Executive provides services to the Company; or (iv) the material

Equity Acceleration. In If the event Company terminates Executive’s employment without Cause or Executive resigns under circumstances that constitute a Constructive Termination, in either case after the consummation of a Sale Event Change of Control, and such Change of Control has occurred within the timeframes specified below, then, provided that Executive executes a waiver and release of all claims in a form substantially similar to Exhibit A (as defined the “Release”) and such Release becomes effective and enforceable in accordance with its terms following the Mimecast Limited 2015 Share Option expiration of any applicable revocation period under federal or state law no later than 50 days following the Executive’s Separation from Service, in addition to the payments and Incentive Planbenefits set forth in Sections 2(i)(A)-(C), fifty percent the Executive shall receive the benefits set forth in this Section 2(ii). Subject to Executive’s continued compliance with the requirements set forth in Sections 2(iii) and 2(iv), Executive shall receive: (50%A) 25% acceleration of the unvested portion vesting of all Executive’s equity awards (including, without limitation, stock options and other stock-based awards held by restricted stock units whether or not the Executive that are vesting of such restricted stock units is subject to time-based vesting (conditions or the “Time-Based Equity Awards”attainment of performance targets) shall accelerate that are unvested and become exercisable or nonforfeitable outstanding as of the effective time Separation from Service, subject to such Change of Control having been consummated during the 12-month period immediately following the commencement of the Sale Event. In additionExecutive's employment with the Company; (B) 50% acceleration under the same terms as provided in 2(ii)(A), subject such Change of Control having been consummated during the period commencing on the 12-month anniversary of the commencement of Executive's employment with the Company and ending on the 24-month anniversary of the commencement of the Executive's employment with the Company; or (C) 100% acceleration under the same terms as provided in 2(ii)(A), subject such Change of Control having been consummated during the event that period commencing after the first 24 months of the commencement of Executive’s employment is terminated by the Company without Cause or the Executive resigns for Good Reason (as defined below), in either case within one (1) year following the Sale Event, subject to the execution and effectiveness of a Release of Claims by the Executive, one hundred percent (100%) of the unvested portion of all Time-Based Equity Awards held by the Executive shall accelerate and become exercisable or nonforfeitable as of the later of (i) the date of termination of the Executive’s employment or (ii) the effective date of the Release of Claims (such date, the “Accelerated Vesting Date”). Notwithstanding anything to the contrary in the applicable plans and/or award agreements governing such Time-Based Equity Awards, any termination or forfeiture of unvested shares underlying the Time-Based Equity Awards that could vest pursuant to the foregoing and otherwise would have occurred on or prior to the Accelerated Vesting Date will be delayed until the Accelerated Vesting Date and will occur only to the extent the Time-Based Equity Awards do not vest pursuant to this Section 5(g). Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the date of termination of the Executive’s employment and the Accelerated Vesting Date. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in the Executive’s responsibilities, authority or duties; (ii) a material diminution in the Executive’s Base Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) a material change in the geographic location at which the Executive provides services to the Company; or (iv) the material.

Equity Acceleration. Reference is made to the Company’s 2015 Omnibus Incentive Plan, the Restricted Stock Award Agreements and the Performance Stock Unit Award Agreements granted to the Executive thereunder. In accordance with Section 2(a) of Exhibit A of the event of a Sale Event Restricted Stock Award Agreements, upon the Termination Date, any Shares (as defined in the Mimecast Limited 2015 Share Option Restricted Stock Award Agreements) that are then outstanding and Incentive Plan)not yet vested will automatically, fifty percent (50%and without any action on the part of the Executive, become vested and as such, 71,928 Shares will become vested as of the Termination Date and will be delivered to Executive on such date. Additionally, in accordance with Section 6(a) of the unvested portion Performance Stock Unit Award Agreements, upon the Termination Date, any Earned Shares (as defined in the Performance Stock Unit Award Agreement) that are then outstanding and not yet vested will automatically, and without any action on the part of the Executive, become vested and, as such, 22,281 Earned Shares from the August 2, 2016 award agreement will become vested as of the Termination Date and will be delivered to Executive on such date and any Earned Shares from the March 31, 2017 award agreement (the “March 2017 PSU Award Agreement”), determined pursuant to Section 3(b) of such agreement, will be delivered to the Executive, if applicable, once the Administrator certifies the achievement of the applicable performance objectives; provided that if the vesting of any Earned Shares from the March 2017 PSU Award Agreement would make the Executive’s payments and benefits under this Agreement subject to excise tax under Section 4999 of the Internal Revenue Code, then Earned Shares from the March 2017 PSU Award Agreement will be only be delivered to the extent such Earned Shares will not subject the Executive to excise tax under Section 4999 of the Internal Revenue Code. Except for the March 31, 2017 PSU Award Agreement, which will remain outstanding until the Administrator determines whether any Performance Stock Units became Earned Shared under Section 3(b) of that agreement, all stock options and other stockequity-based awards held by granted to Executive pursuant to the Executive Company’s 2015 Omnibus Incentive Plan that are subject to time-based vesting (the “Time-Based Equity Awards”) shall accelerate and become exercisable or nonforfeitable remain unvested as of the effective time of the Sale Event. In addition, in the event that the Executive’s employment is terminated by the Company without Cause Termination Date will be forfeited and have no further force or the Executive resigns for Good Reason (as defined below), in either case within one (1) year following the Sale Event, subject to the execution and effectiveness of a Release of Claims by the Executive, one hundred percent (100%) of the unvested portion of all Time-Based Equity Awards held by the Executive shall accelerate and become exercisable or nonforfeitable effect as of the later of (i) the date of termination of the Executive’s employment or (ii) the effective date of the Release of Claims (such date, the “Accelerated Vesting Termination Date”). Notwithstanding anything to the contrary in the 2015 Omnibus Incentive Plan or any applicable plans and/or equity award agreements governing such Time-Based Equity Awardsagreement, the Company shall only seek repayment for any termination or forfeiture of unvested shares underlying vested equity awards granted under the Time-Based Equity Awards that could vest pursuant Company’s 2015 Omnibus Incentive Plan if the Company has given notice to the foregoing and otherwise would have occurred on or prior to the Accelerated Vesting Date will be delayed until the Accelerated Vesting Date and will occur only to the extent the Time-Based Equity Awards do not vest pursuant to this Section 5(g). Notwithstanding the foregoing, no additional vesting Executive of the Time-Based Equity Awards shall occur during the period between the date of termination of the Executive’s employment and the Accelerated Vesting Date. For purposes of this Agreementevent or omission giving rise to such request for repayment and, “Good Reason” shall mean that if curable, the Executive has complied with not cured such event or omission within ten (10) business days after receipt of such notice from the “Good Reason Process” (hereinafter defined) following Company setting forth the occurrence of any of the following events: (i) a material diminution in the Executive’s responsibilities, authority event or duties; (ii) a material diminution in the Executive’s Base Salary except omission giving rise to such request for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) a material change in the geographic location at which the Executive provides services to the Company; or (iv) the materialrepayment.

Equity Acceleration. In The vesting and, if applicable, exercisability and any forfeiture restrictions or rights of repurchase thereon shall lapse with respect to 100% of the outstanding and unvested equity awards (excluding any such awards that are “market stock units” that vest based on the achievement of a specified level of total stockholder return compared with a predetermined stock index over a performance period (collectively, the “MSUs”)) held by Executive, effective as of immediately prior to Termination Date. With respect to any awards that vest based on performance besides the “market stock units” and for which a performance period is still underway as of the Termination Date, then the performance criteria shall be deemed to be achieved at the target level of achievement. Upon the Termination Date that occurs prior to the closing of a Change in Control, (x) the vested portion of such equity awards shall remain outstanding and/or be exercisable for the period(s) of time set forth in the applicable equity award agreements, (y) Executive’s outstanding equity awards shall cease vesting, and (z) the unvested shares subject to Executive’s outstanding equity awards (including the MSUs) shall remain outstanding (but unvested) until the earlier to occur of (A) the original expiration date of the equity award and (B) the three month anniversary of the Termination Date (the “Equity Award Period”); and in the event a Change in Control has not been consummated by the end of a Sale Event (as defined in the Mimecast Limited 2015 Share Option and Incentive Plan)Equity Award Period, fifty percent (50%) of then the unvested portion of all stock options and other stock-based Executive’s equity awards held by the Executive that are subject to time-based vesting (the “Time-Based Equity Awards”) shall accelerate and become exercisable or nonforfeitable terminate immediately without further action as of the effective time of the Sale Event. In addition, such date (in the event that a Change in Control is consummated during the Executive’s employment is terminated by Equity Award Period, then the Company without Cause or equity awards (excluding the Executive resigns for Good Reason (MSUs) will be accelerated as defined below), set forth above and the MSUs shall be eligible to vest in either case within one (1) year following accordance with the Sale Event, subject to the execution and effectiveness of a Release of Claims by the Executive, one hundred percent (100%) of the unvested portion of all Time-Based Equity Awards held by the Executive shall accelerate and become exercisable or nonforfeitable as of the later of (i) the date of termination of the Executive’s employment or (ii) the effective date of the Release of Claims (such date, the “Accelerated Vesting Date”). Notwithstanding anything to the contrary change in control provisions provided in the applicable plans and/or award agreements governing such Time-Based Equity Awards, any termination or forfeiture of unvested shares underlying the Time-Based Equity Awards that could vest pursuant to the foregoing and otherwise would have occurred on or prior to the Accelerated Vesting Date will be delayed until the Accelerated Vesting Date and will occur only to the extent the Time-Based Equity Awards do not vest pursuant to this Section 5(gMSU agreement). Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the date of termination of the Executive’s employment and the Accelerated Vesting Date. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in the Executive’s responsibilities, authority or duties; (ii) a material diminution in the Executive’s Base Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) a material change in the geographic location at which the Executive provides services to the Company; or (iv) the material.

Equity Acceleration. The vesting and, if applicable, exercisability shall be accelerated and be effective as of immediately prior to Executive’s Termination Date with respect to 100% of the outstanding and unvested equity awards (excluding any MSUs) held by Executive, effective as of immediately prior to Termination Date. In such event, any forfeiture restrictions or rights of repurchase with respect to such accelerated equity awards shall lapse. With respect to any awards that vest based on performance besides the MSUs and for which a performance period is still underway as of the Termination Date, then the performance criteria shall be deemed to be achieved at the target level of achievement. Upon the Termination Date that occurs prior to the closing of a Change in Control, (x) the vested portion of such equity awards shall remain outstanding and/or be exercisable for the period(s) of time set forth in the applicable equity award agreements, (y) Executive’s outstanding equity awards shall cease vesting, and (z) the unvested shares subject to Executive’s outstanding equity awards (including the MSUs) shall remain outstanding (but unvested) until the earlier to occur of (A) the original expiration date of the equity award and (B) the three month anniversary of the Termination Date (the “Equity Award Period”); and in the event a Change in Control has not been consummated by the end of a Sale Event (as defined in the Mimecast Limited 2015 Share Option and Incentive Plan)Equity Award Period, fifty percent (50%) of then the unvested portion of all stock options and other stock-based Executive’s equity awards held by the Executive that are subject to time-based vesting (the “Time-Based Equity Awards”) shall accelerate and become exercisable or nonforfeitable terminate immediately without further action as of the effective time of the Sale Event. In addition, such date; and (in the event that a Change in Control is consummated during the Executive’s employment is terminated by Equity Award Period, then the Company without Cause or equity awards (excluding the Executive resigns for Good Reason (MSUs) will be accelerated as defined below), set forth above and the MSUs shall be eligible to vest in either case within one (1) year following accordance with the Sale Event, subject to the execution and effectiveness of a Release of Claims by the Executive, one hundred percent (100%) of the unvested portion of all Time-Based Equity Awards held by the Executive shall accelerate and become exercisable or nonforfeitable as of the later of (i) the date of termination of the Executive’s employment or (ii) the effective date of the Release of Claims (such date, the “Accelerated Vesting Date”). Notwithstanding anything to the contrary change in control provisions provided in the applicable plans and/or award agreements governing such Time-Based Equity Awards, any termination or forfeiture of unvested shares underlying the Time-Based Equity Awards that could vest pursuant to the foregoing and otherwise would have occurred on or prior to the Accelerated Vesting Date will be delayed until the Accelerated Vesting Date and will occur only to the extent the Time-Based Equity Awards do not vest pursuant to this Section 5(gMSU agreement). Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the date of termination of the Executive’s employment and the Accelerated Vesting Date. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in the Executive’s responsibilities, authority or duties; (ii) a material diminution in the Executive’s Base Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) a material change in the geographic location at which the Executive provides services to the Company; or (iv) the material.

Equity Acceleration. In the event of a Sale Event (as defined in the Mimecast Limited 2015 Share Option and Incentive Plan), fifty percent (50%) of the unvested portion of all stock options and other stock-based awards held by the Executive that are subject to time-based vesting (the “Time-Based Equity Awards”) shall accelerate and become exercisable or nonforfeitable as of the effective time of the Sale Event. In addition, in the event that the Executive’s employment is terminated by the Company without Cause or the Executive resigns for Good Reason (as defined below), in either case within one (1) year following the Sale Event, subject to the execution and effectiveness of a Release of Claims by the Executive, one hundred percent (100%) of the unvested portion of all Time-Based Equity Awards held by the Executive shall accelerate and become exercisable or nonforfeitable as of the later of (i) the date of termination of the Executive’s employment or (ii) the effective date of the Release of Claims (such date, the “Accelerated Vesting Date”). Notwithstanding anything to the contrary in the applicable plans and/or award agreements governing such Time-Based Equity Awards, any termination or forfeiture of unvested shares underlying the Time-Based Equity Awards that could vest pursuant to the foregoing and otherwise would have occurred on or prior to the Accelerated Vesting Date will be delayed until the Accelerated Vesting Date and will occur only to the extent the Time-Based Equity Awards do not vest pursuant to this Section 5(g). Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the date of termination of the Executive’s employment and the Accelerated Vesting Date. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in the Executive’s responsibilities, authority or duties; (ii) a material diminution in the Executive’s Base Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) a material change in the geographic location at which the Executive provides services to the Company; or (iv) the materialthe

Equity Acceleration. All of the Executive's outstanding unvested stock options, restricted stock, and restricted stock units (collectively, the "Equity Awards") shall become fully vested on the Severance Date, with any applicable performance goals deemed met at target levels and shall be settled in accordance with the terms of the applicable award agreement. However, if the Executive does not execute the Release during the Consideration Period or timely revokes his agreement to the Release during the Revocation Period, in either case after the foregoing vesting occurs, then the Executive hereby agrees to pay the Company the fair market value of such equity that had accelerated vesting in this Section 5(c), with such payment to occur in a lump sum within ten (10) days from such revocation. The Executive hereby acknowledges the sufficiency of the amounts set forth in Sections 5(a) and 5(c) (collectively, the "Severance Benefits") and that he is not otherwise entitled to the Severance Benefits. The Executive specifically acknowledges and agrees that he is not entitled to any salary, severance, wages, commissions, paid time off, options or other equity, benefits, insurance, or other compensation from the Company in connection with his termination of employment or otherwise, except as specifically set forth herein. Other than the PTO Payment, no payments will be made pursuant to Section 5(a), and any benefits provided pursuant to Section 5(c) shall automatically and immediately be retroactively revoked as provided within such Section 5(c), if the Release is not timely executed within the Consideration Period or if the Executive's signature to the Release is revoked within the Revocation period. In addition, none of the event of a Sale Event foregoing payments, other than the PTO Payment, will be made or benefits provided if the Executive is terminated by the Company for Cause (as defined in the Mimecast Limited 2015 Share Option and Incentive PlanEmployment Agreement) or if his employment terminates due to death or Disability (as defined in the Employment Agreement), fifty percent (50%) of or if he voluntarily terminates prior to the unvested portion of all stock options and other stock-based awards held by the Severance Date for any reason. The Executive that are subject to time-based vesting (the “Time-Based Equity Awards”) shall accelerate and become exercisable or nonforfeitable as of the effective time of the Sale Event. In additionacknowledges that, in the event that the Executive’s employment is terminated by the Company without Cause or the Executive resigns for Good Reason (as defined below), in either case within one (1) year following the Sale Event, subject to the absence of his execution and effectiveness of a Release of Claims by the Executive, one hundred percent (100%) of the unvested portion of all Time-Based Equity Awards held by the Executive shall accelerate and become exercisable or nonforfeitable as of the later of (i) the date of termination of the Executive’s employment or (ii) the effective date of the Release of Claims (such date, the “Accelerated Vesting Date”). Notwithstanding anything to the contrary in the applicable plans and/or award agreements governing such Time-Based Equity Awards, any termination or forfeiture of unvested shares underlying the Time-Based Equity Awards that could vest pursuant to the foregoing and otherwise would have occurred on or prior to the Accelerated Vesting Date will be delayed until the Accelerated Vesting Date and will occur only to the extent the Time-Based Equity Awards do not vest pursuant to this Section 5(g). Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the date of termination of the Executive’s employment and the Accelerated Vesting Date. For purposes of this Agreement, “Good Reason” shall mean that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in the Executive’s responsibilities, authority or duties; (ii) a material diminution in the Executive’s Base Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) a material change in the geographic location at which the Executive provides services benefits and payments specified above would not otherwise be due to the Company; or (iv) the materialhim.

Equity Acceleration. In The parties acknowledge and agree that EMPLOYEE’s unvested equity awards will no longer vest under the event of a Sale Event (as defined existing vesting schedules set forth in the Mimecast Limited 2015 Share Option applicable award agreements and Incentive Planwill instead be eligible to vest as described in this Section 2(a), fifty percent (50%) . Subject to the occurrence of the unvested portion of all stock options and other stock-based awards held by the Executive that are subject to time-based vesting (the “Time-Based Equity Awards”) shall accelerate and become exercisable or nonforfeitable as of the effective time of the Sale Event. In addition, in the event that the Executive’s employment is terminated by the Company without Cause or the Executive resigns for Good Reason Effective Date (as defined below), i. On the Separation Date, in either case within one (1) year following the Sale Event, subject to the execution and effectiveness of a Release of Claims by the Executive, one hundred percent (100%) all of the 7,574 outstanding, unvested portion time-based restricted stock units granted to EMPLOYEE pursuant to that certain Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement dated December 12, 2013, shall vest and be settled in accordance with the terms of such agreement, less usual and customary payroll deductions and required taxes; ii. On the Separation date, all Time-Based Equity Awards held by the Executive shall accelerate and become exercisable or nonforfeitable as of the later of (i) the date of termination 17,138 of the Executive’s employment or (ii) outstanding, unvested time-based restricted stock units granted to EMPLOYEE pursuant to that certain Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement dated March 21, 2013 shall vest and be settled in accordance with the effective date terms of such agreement, less usual and customary payroll deductions and required taxes; and iii. On the Separation Date, 6,055 of the Release of Claims (such dateoutstanding, the “Accelerated Vesting Date”). Notwithstanding anything unvested performance-based restricted stock units granted to the contrary in the applicable plans and/or award agreements governing such Time-Based Equity Awards, any termination or forfeiture of unvested shares underlying the Time-Based Equity Awards that could vest EMPLOYEE pursuant to that certain Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement dated December 12, 2013 shall vest and be settled in accordance with the foregoing terms of such agreement, less usual and otherwise would have occurred on or prior customary payroll deductions and required taxes; and iv. On the Separation Date, all of the 11,426 outstanding, unvested performance-based restricted stock units granted to EMPLOYEE pursuant to that certain Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement dated March 21, 2013, shall terminate. Following the Accelerated Vesting Date will be delayed until the Accelerated Vesting Date and will occur only Separation Date, all of EMPLOYEE’s remaining unvested equity awards (other than those eligible to the extent the Time-Based Equity Awards do not vest pursuant to this Section 5(g2(a) upon the Effective Date), shall terminate. Notwithstanding EMPLOYEE agrees that the foregoingabove equity acceleration constitutes adequate consideration for the full and final satisfaction of any and all claims of any nature and kind whatsoever that EMPLOYEE ever had, no additional vesting of the Time-Based Equity Awards shall occur during the period between now has or may have against CUBIC and all other persons and entities released herein, arising through the date of termination of the Executive’s employment and the Accelerated Vesting Date. For purposes of this Agreement, “Good Reason” shall mean that including but not limited to any claims relating in any way to CUBIC’s employment of EMPLOYEE or the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence termination of any of the following events: (i) a material diminution in the ExecutiveEMPLOYEE’s responsibilities, authority or duties; (ii) a material diminution in the Executive’s Base Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) a material change in the geographic location at which the Executive provides services to the Company; or (iv) the materialemployment.