Common use of Equity Vesting Clause in Contracts

Equity Vesting. All of the then-unvested shares subject to each of the Executive’s then-outstanding equity awards will immediately vest and, in the case of options and stock appreciation rights, will become exercisable (for avoidance of doubt, no more than 100% of the shares subject to the then-outstanding portion of an equity award may vest and become exercisable under this provision). In the case of equity awards with performance-based vesting, all performance goals and other vesting criteria will be deemed achieved at the greater of actual performance or 100% of target levels. Unless otherwise required under the next following two sentences or, with respect to awards subject to Section 409A of the Code, under Section 5(b) below, any restricted stock units, performance shares, performance units, and/or similar full value awards that vest under this paragraph will be settled on the 61st day following the CIC Qualified Termination. For the avoidance of doubt, if the Executive’s Qualified Termination occurs prior to a Change in Control, then any unvested portion of the Executive’s then-outstanding equity awards will remain outstanding for 3 months or the occurrence of a Change in Control (whichever is earlier) so that any additional benefits due on a CIC Qualified Termination can be provided if a Change in Control occurs within 3 months following the Qualified Termination (provided that in no event will the Executive’s stock options or similar equity awards remain outstanding beyond the equity award’s maximum term to expiration). In such case, if no Change in Control occurs within 3 months following a Qualified Termination, any unvested portion of the Executive’s equity awards automatically will be forfeited permanently on the 3-month anniversary of the Qualified Termination without having vested.

Equity Vesting. All On a Qualified Termination, the applicable percentage (set forth in an Eligible Employee’s Participation Agreement) of the then-unvested shares subject to each of the ExecutiveEligible Employee’s then-outstanding equity awards will immediately vest and, in the case of options and stock appreciation rights, will become exercisable (for avoidance of doubt, no more than 100% of the shares subject to the then-outstanding portion of an equity award may vest and become exercisable under pursuant to this provision). In the case of equity awards with performance-based vesting, all performance goals and other vesting criteria will be deemed achieved at the greater of actual performance or 100% applicable percentage (set forth in the Eligible Employee’s Participation Agreement) of target levels. Unless otherwise required under the next following two sentences or, with respect to awards subject to Section 409A of the Code, under Section 5(b) below, any Any restricted stock units, performance shares, performance units, and/or or similar full value awards that vest under this paragraph will be settled on the 61st day following the CIC Eligible Employee’s Qualified Termination. For the avoidance of doubt, if the Executivean Eligible Employee’s Qualified Termination occurs prior to a Change in ControlControl (as defined below), then any unvested portion of the ExecutiveEligible Employee’s then-outstanding equity awards will remain outstanding for 3 months or the occurrence of a Change in Control (whichever is earlier) so that any additional benefits due on a CIC Qualified Termination can be provided if a Change in Control occurs within 3 months following the Qualified Termination (provided that in no event will the Executiveterminated Eligible Employee’s stock options or similar equity awards remain outstanding beyond the equity award’s maximum term to expiration). In such case, if no Change in Control occurs within 3 months following a Qualified Terminationmonths, any unvested portion of the ExecutiveEligible Employee’s equity awards automatically will be forfeited permanently on the 3-month anniversary of the Qualified Termination without having vested.

Equity Vesting. All [[100%][50%]] of the then-unvested shares subject to each of the Executive’s then-outstanding equity awards will immediately vest and, in the case of options and stock appreciation rights, will become exercisable (for avoidance of doubt, no more than 100% of the shares subject to the then-outstanding portion of an equity award may vest and become exercisable under this provision). In the case of an equity awards award with performance-based vesting, unless otherwise specified in the applicable equity award agreement governing such award, all performance goals and other vesting criteria will be deemed achieved at the greater 100% of actual target levels [(for avoidance of doubt, though performance or is deemed achieved at 100% of target levels. Unless otherwise required under , only 50% of the next following two sentences or, with respect to awards unvested shares subject to Section 409A of the Code, under Section 5(b) below, any award will vest pursuant to this paragraph)]. Any restricted stock units, performance shares, performance units, and/or similar full value awards that vest under this paragraph will be settled on the 61st day following the CIC Qualified Termination. For the avoidance of doubt, if the Executive’s Qualified Termination occurs prior to a Change in Control, then any unvested portion of the Executive’s then-outstanding equity awards will remain outstanding for 3 months or the occurrence of a Change in Control (whichever is earlier) so that any additional benefits due on a CIC Qualified Termination can be provided if a Change in Control occurs within 3 months following the Qualified Termination (provided that in no event will the Executive’s stock options or similar equity awards remain outstanding beyond the equity award’s maximum term to expiration). In such that case, if no Change in Control occurs within 3 months following a Qualified Termination, any unvested portion of the Executive’s equity awards automatically will be forfeited permanently on the 3-month anniversary of the Qualified Termination without having vested.

Equity Vesting. All 100% of the then-unvested shares subject to each of the Executive’s then-outstanding equity awards will immediately vest and, in the case of options and stock appreciation rights, will become exercisable (for avoidance of doubt, no more than 100% of the shares subject to the then-outstanding portion of an equity award may vest and become exercisable under this provision). In the case of an equity awards award with performance-based vesting, unless otherwise specified in the applicable equity award agreement governing such award, all performance goals and other vesting criteria will be deemed achieved at the greater of actual performance or 100% of target levels. Unless otherwise required under the next following two sentences or, with respect to awards subject to Section 409A of the Code, under Section 5(b) below, any Any restricted stock units, performance shares, performance units, and/or similar full value awards that vest under this paragraph will be settled on the 61st day following the CIC Qualified Termination. For the avoidance of doubt, if the Executive’s Qualified Termination qualified termination occurs prior to a Change in Control, then any unvested portion FORM of the Executive’s then-outstanding equity awards will remain outstanding for 3 months or the occurrence of a Change in Control (whichever is earlier) so that any additional benefits due on a CIC Qualified Termination can be provided if a Change in Control occurs within 3 months following the Qualified Termination qualified termination (provided that in no event will the Executive’s stock options or similar equity awards remain outstanding beyond the equity award’s maximum term to expiration). In such that case, if no Change in Control occurs within 3 months following a Qualified Terminationqualified termination, any unvested portion of the Executive’s equity awards automatically will be forfeited permanently on the 3-month anniversary of the Qualified Termination qualified termination without having vested.

Equity Vesting. All 100% of the then-unvested shares subject to each of the Executive’s then-outstanding equity awards will immediately vest and, in the case of options and stock appreciation rights, will become exercisable (for avoidance of doubt, no more than 100% of the shares subject to the then-outstanding portion of an equity award may vest and become exercisable under this provision). In the case of an equity awards award with performance-based vesting, unless otherwise specified in the applicable equity award agreement governing such award, all performance goals and other vesting criteria will be deemed achieved at the greater of actual performance or 100% of target levels. Unless otherwise required under the next following two sentences or, with respect to awards subject to Section 409A of the Code, under Section 5(b) below, any Any restricted stock units, performance shares, performance units, and/or similar full value awards that vest under this paragraph will be settled on the 61st day following the CIC Qualified Termination. For the avoidance of doubt, if the Executive’s Qualified Termination occurs prior to a Change in Control, then any unvested portion of the Executive’s then-outstanding equity awards will remain outstanding for 3 months or the occurrence of a Change in Control (whichever is earlier) so that any additional benefits due on a CIC Qualified Termination can be provided if a Change in Control occurs within 3 months following the Qualified Termination (provided that in no event will the Executive’s stock options or similar equity awards remain outstanding beyond the equity award’s maximum term to expiration). In such that case, if no Change in Control occurs within 3 months following a Qualified Termination, any unvested portion of the Executive’s equity awards automatically will be forfeited permanently on the 3-month anniversary of the Qualified Termination without having vested.

Equity Vesting. All Accelerated vesting (and exercisability, as applicable) as to 100% of the then-unvested shares subject to each of the Executive’s then-outstanding Company equity awards will immediately vest and, in the case of options and stock appreciation rights, will become exercisable (for avoidance of doubt, no more than 100% of the shares subject to the then-outstanding portion of an equity award may vest and become exercisable under this provision)awards. In the case of an equity awards award with performance-based vesting, unless otherwise specified in the applicable equity award agreement governing such award, all performance goals and other vesting criteria will be deemed achieved at the greater of actual performance or 100% of target levels. Unless otherwise required under the next following two sentences or, with respect to awards subject to Section 409A of the Code, under Section 5(b) below, any restricted stock units, performance shares, performance units, and/or similar full value awards that vest under this paragraph will be settled on the 61st day following the CIC Qualified Termination. For the avoidance of doubt, if in the event of the Executive’s Qualified Qualifying Pre-CIC Termination occurs prior to a Change in Control(as defined below), then any unvested portion of the Executive’s then-outstanding equity awards will 1 NTD: Omit this Section 3(b)(ii) for Tier 3 executives. remain outstanding for 3 months until the earlier of (x) one (1) month following the Qualifying Termination or (y) the occurrence of a Change in Control (whichever is earlier) Control, solely so that any additional benefits due on a Qualifying Pre-CIC Qualified Termination can be provided if a Change in Control occurs within 3 months one (1) month following the Qualified Qualifying Termination (provided that in no event will the Executive’s stock options or similar equity awards remain outstanding beyond the equity award’s maximum term to expiration). In such case, if If no Change in Control occurs within 3 months one (1) month following a Qualified Qualifying Termination, any unvested portion of the Executive’s equity awards automatically and permanently will be forfeited permanently on the 3-one (1) month anniversary following the date of the Qualified Qualifying Termination without having vested. This Section 3(b)(iv) shall not apply to the options to purchase Company common stock granted to Executive on the Effective Date.

Equity Vesting. All Vesting acceleration (and exercisability, as applicable) as to 100% of the then-unvested shares subject to each of the Executive’s then-outstanding GoDaddy equity awards will immediately vest and(or, if applicable, the equity or other awards into which such GoDaddy equity awards were converted or for which they were substituted for in the case of options and stock appreciation rights, will become exercisable (for avoidance of doubt, no more than 100% of the shares subject to the then-outstanding portion of an equity award may vest and become exercisable under this provisionconnection with such Change in Control). In the case of an equity awards award with performance-based vesting, unless otherwise specified in the applicable award agreement governing such equity award, all performance goals and other vesting criteria will be deemed achieved at the greater of (A) actual performance achievement (if determinable), or (B) 100% of target levels. Unless otherwise required under In the next following two sentences event that GoDaddy equity awards are not assumed or substituted for with awards that maintain the same intrinsic value that they had as of immediately prior to a Change in Control, such GoDaddy equity awards shall vest in full as of immediately prior to such Change in Control such that the Executive will receive payment of the full value thereof, or, with respect to the extent applicable, the reasonable opportunity to exercise any such awards subject to Section 409A in advance of the Code, under Section 5(b) below, any restricted stock units, performance shares, performance units, and/or similar full value awards that vest under this paragraph will be settled on closing of the 61st day following the CIC Qualified TerminationChange in Control. For the avoidance of doubt, if in the event of the Executive’s Qualified Qualifying Pre-CIC Termination occurs prior to a Change in Control(as defined below), then any unvested portion of the Executive’s then-outstanding equity awards will remain outstanding for until the earlier of (x) 3 months following the Qualifying Termination (as defined below) or (y) the occurrence of a Change in Control (whichever is earlier) Control, solely so that any additional benefits due on a Qualifying Pre-CIC Qualified Termination can be provided if a Change in Control occurs within 3 months following the Qualified Qualifying Termination (provided that in no event will the Executive’s stock options or similar equity awards remain outstanding beyond the equity award’s maximum term to expiration). In such case, if If no Change in Control occurs within 3 months following a Qualified Qualifying Termination, any unvested portion of the Executive’s equity awards automatically and permanently will be forfeited permanently on the 3-month anniversary of the Qualified day following the date of the Qualifying Termination without having vested.

Equity Vesting. All Vesting acceleration (and exercisability, as applicable) as to (1) 25% (but, if the Additional Award has not been granted as of the termination date, 50%) of the then-unvested shares subject to each of the Executive’s then-outstanding Company equity awards will immediately vest and, in the case event that the agreement that results in a Change in Control and the Qualifying CIC Termination is executed on or before six months after the Employment Date , (2) 50% (but, if the Additional Award has not been granted as of options the termination date, 75%) of the then-unvested shares subject to each of the Executive’s then-outstanding Company equity awards in the event that the agreement that results in a Change in Control and stock appreciation rightsthe Qualifying CIC Termination is executed between six months and one day after the Employment Date and one day prior to the 12-month anniversary of the Employment Date, will become exercisable or (for avoidance of doubt, no more than 3) 100% of the then-unvested shares subject to each of the Executive’s then-outstanding portion Company equity awards in the event that the agreement that results in a Change in Control and the Qualifying CIC Termination is executed after the 12-month anniversary of an equity award may vest and become exercisable under this provision)the Employment Date. In the case of an equity awards award with performance-based vesting, unless otherwise specified in the applicable equity award agreement governing such award, all performance goals and other vesting criteria will be deemed achieved at the greater of actual performance or 100% of target levels. Unless otherwise required under the next following two sentences or, with respect to awards subject to Section 409A of the Code, under Section 5(b) below, any restricted stock units, performance shares, performance units, and/or similar full value awards that vest under this paragraph will be settled on the 61st day following the CIC Qualified Termination. For the avoidance of doubt, if subject to Section 2(a)(i) above, in the event of the Executive’s Qualified Qualifying Pre-CIC Termination occurs prior to a Change in Control(as defined below), then any unvested portion of the Executive’s then-outstanding equity awards will remain outstanding for 3 months until the earlier of (x) ninety (90) days following the Qualifying Termination or (y) the occurrence of a Change in Control (whichever is earlier) Control, solely so that any additional benefits due on a Qualifying Pre-CIC Qualified Termination can be provided if a Change in Control occurs within 3 months ninety (90) days following the Qualified Qualifying Termination (provided that in no event will the Executive’s stock options or similar equity awards remain outstanding beyond the equity award’s maximum term to expiration). In such caseSubject to Section 2(a)(i) above, if no Change in Control occurs within 3 months ninety (90) days following a Qualified Qualifying Termination, any unvested portion of the Executive’s equity awards automatically and permanently will be forfeited permanently on the 3-month anniversary ninetieth (90th) day following the date of the Qualified Qualifying Termination without having vested.

Equity Vesting. All of the then-unvested shares subject to each of the Executive’s then-outstanding equity awards will immediately vest and, in the case of options and stock appreciation rights, will become exercisable (for avoidance of doubt, no more than 100% of the shares subject to the then-outstanding portion of an equity award may vest and become exercisable under this provision). In the case of equity awards with performance-based vesting, all performance goals and other vesting criteria will be deemed achieved at the greater of actual performance or 100% of target levels. Unless otherwise required under the next following two sentences or, with respect to awards subject to Section 409A of the Code, under Section 5(b) below, any restricted stock units, performance shares, performance units, and/or similar full value awards that vest under this paragraph will be settled on the 61st day following the CIC Qualified Termination. For the avoidance of doubt, if the Executive’s Qualified Termination occurs prior to a Change in Control, then any unvested portion of the Executive’s then-outstanding equity awards will remain outstanding for 3 months or the occurrence of a Change in Control (whichever is earlier) so that any additional benefits due on a CIC Qualified Termination can be provided if a Change in Control occurs within 3 months following the Qualified Termination (provided that in no event will the Executive’s stock options or similar equity awards remain outstanding beyond the equity award’s maximum term to expiration). In such case, if no Change in Control occurs within 3 months following a Qualified Termination, any unvested portion of the Executive’s equity awards automatically will be forfeited permanently on the 3-month anniversary of the Qualified Termination without having vested. In addition, subject to earlier termination in accordance with the terms of the applicable stock plan (e.g., upon the consummation of a merger), the vested portion of any options and stock appreciation rights held by the Executive shall remain exercisable until the earlier of: (i) 10 years from the date of grant; and (ii) the one-year anniversary of the Executive’s CIC Qualified Termination.

Equity Vesting. All In the case of equity awards without performance-based vesting, all of the then-unvested shares subject to each of the Executive’s then-outstanding equity awards will immediately vest and, in the case of options and stock appreciation rights, will become exercisable (for avoidance of doubt, no more than 100% of the shares subject to the then-outstanding portion of an equity award may vest and become exercisable under this provision). In the case of equity awards with performance-based vesting, all performance goals and other vesting criteria will be deemed achieved at the greater of actual performance or 100% of target levels. Unless otherwise required under the next following two sentences or, with respect to awards subject to Section 409A of the Code, under Section 5(b) below, any restricted stock units, performance shares, performance units, and/or similar full value awards that vest under this paragraph will be settled on the 61st day following the CIC Qualified Termination. For the avoidance of doubt, if the Executive’s Qualified Termination occurs prior to a Change in Control, then any unvested portion of the Executive’s then-outstanding equity awards will remain outstanding for 3 months or the occurrence of a Change in Control (whichever is earlier) so that any additional benefits due on a CIC Qualified Termination can be provided if a Change in Control occurs within 3 months following the Qualified Termination (provided that in no event will the Executive’s stock options or similar equity awards remain outstanding beyond the equity award’s maximum term to expiration). In such case, if no Change in Control occurs within 3 months following a Qualified Termination, any unvested portion of the Executive’s equity awards automatically will be forfeited permanently on the 3-month anniversary of the Qualified Termination without having vested.