Common use of Return Target Options Clause in Contracts

Return Target Options. Notwithstanding anything herein to the contrary, in the event of a Qualifying Termination, the Fair Market Value of the Company as of the date of the Qualifying Termination shall be determined in accordance with the terms of this Agreement (such Fair Market Value, the “Benchmark Value”). Such Benchmark Value shall be used to determine an assumed Total Equity Return Multiple (the “Assumed Return”) to calculate the number of Value Options and Stretch Value Options (as applicable) that would vest assuming a Change of Control (with 100% exit of the Investor Fund) occurred at the Benchmark Value on the date of the Qualifying Termination (determined pursuant to 2(c)(ii)(A) or 2(c)(iii)(A) as applicable), assuming, for purposes of the calculation the vesting (and exercise, if applicable) (prior to the calculation of the Total Equity Return Multiple) of outstanding options (to the extent such options would vest pursuant to their terms based on the Assumed Return), warrants and other outstanding rights to acquire capital stock of the Company. Such resulting number of Value Options and Stretch Value Options will be further multiplied by a fraction, the numerator of which is the number of complete three month anniversaries of the Grant Date through the Termination Date, and the denominator of which is 20 (such final resulting amount, the “Contingent Options”). Any Return Target Options that do not become Contingent Options in accordance with this Section 2(c)(iv)(A) (including by virtue of the Assumed Return implied by the Benchmark Value not meeting the applicable minimum vesting threshold) shall be forfeited as of the date of the Qualifying Termination. Contingent Options will vest and become exercisable based on the applicable Total Equity Return Multiple actually achieved on or before the Wind Up Date. On or before the Wind Up Date, if the applicable Total Equity Return Multiple is (i) equal to or greater than the Assumed Return, 100% of the Contingent Options will vest and become exercisable or (ii) less than the Assumed Return, the number of Contingent Options will be reduced to the amount of Return Target Options that that would have become Contingent Options if the Total Equity Return Multiple actually achieved was the Assumed Return as of the Termination Date. All Contingent Options will be forfeited and immediately cancelled if Optionholder materially violates any restrictive covenant agreement between the Company, or its Subsidiaries, and the Optionholder including non-competition, non-solicitation, confidentiality, assignment of inventions, and defamation covenants. In no event shall a Contingent Option be exercisable following the close of business on the fifteenth anniversary of the date of this Agreement.

Return Target Options. Notwithstanding anything herein to the contrary, in the event of a Qualifying Termination, the Fair Market Value of the Company as of the date of the Qualifying Termination shall be determined in accordance with the terms of this Agreement (such Fair Market Value, the “Benchmark Value”). Such Benchmark Value shall be used to determine an assumed Total Equity Return Multiple (the “Assumed Return”) to calculate the number of Value 2.0x Return Options and Stretch Value 3.0x Return Options (as applicable) that would vest assuming a Change of Control (with one hundred percent (100% %) exit of the Investor Fund) occurred at the Benchmark Value on the date of the Qualifying Termination (determined pursuant to Section 2(c)(ii)(A) or Section 2(c)(iii)(A) as applicable), assuming, for purposes of the calculation the vesting (and exercise, if applicable) (prior to the calculation of the Total Equity Return Multiple) of outstanding options (to the extent such options would vest pursuant to their terms based on the Assumed Return), warrants and other outstanding rights to acquire capital stock of the Company. Such resulting number of Value 2.0x Return Options and Stretch Value 3.0x Return Options will be further multiplied by a fraction, the numerator of which is the number of complete three (3) month anniversaries of the Grant Date through the Termination Date, and the denominator of which is 20 (such final resulting amount, the “Contingent Options”). Any Return Target Options that do not become Contingent Options in accordance with this Section 2(c)(iv)(A2(c)(v)(B) (including by virtue of the Assumed Return implied by the Benchmark Value not meeting the applicable minimum vesting threshold) shall be forfeited as of the date of the Qualifying Termination. Contingent Options will vest and become exercisable based on the applicable Total Equity Return Multiple actually achieved on or before the Wind Up Date. On or before the Wind Up Date, if the applicable Total Equity Return Multiple is (i) equal to or greater than the Assumed Return, one hundred percent (100% %) of the Contingent Options will vest and become exercisable or (ii) less than the Assumed Return, the number of Contingent Options will be reduced to the amount of Return Target Options that that would have become Contingent Options if the Total Equity Return Multiple actually achieved was the Assumed Return as of the Termination Date. All Contingent Options will be forfeited and immediately cancelled if Optionholder materially violates any restrictive covenant agreement between the Company, or its Subsidiaries, and the Optionholder including non-competition, non-solicitation, confidentiality, assignment of inventions, and defamation covenantscovenants (a “Forfeiture Event”). In no event shall a Contingent Option be exercisable following the close of business on the fifteenth tenth (10th) anniversary of the date of this Agreement.