Common use of Time-Based Equity Acceleration Clause in Contracts

Time-Based Equity Acceleration. Notwithstanding anything to the contrary in the Equity Plan or any award agreement applicable to any outstanding equity incentive awards held by Executive, all of Executive’s time-based equity incentive awards shall immediately accelerate (and options will become fully exercisable and restricted shares and any other equity incentive awards will become non-forfeitable) as of the later of (A) the termination date, and (B) the effective date of the Separation Agreement. Additionally, all outstanding vested stock options held by Executive (determined after applying the preceding sentence) shall remain exercisable until the earlier of (x) the date that is three (3) years following the termination of Executive’s employment and (y) the expiration of the applicable option term. Any termination or forfeiture of any unvested portion of such time-based awards that would otherwise occur on the termination date in the absence of this Agreement (and any right of the Company to reacquire all or any part of any restricted shares or other equity awards that have not vested) shall be delayed and shall occur only if the vesting pursuant to this subsection does not occur due to the absence of such Separation Agreement becoming effective. No additional vesting of the time-based awards shall occur during the period between the termination date and the date of accelerated vesting described herein. Except as provided herein, the time-based awards vested pursuant to this Section 4(d) shall remain subject to the terms and conditions of the Equity Plan and applicable award agreements executed by Executive pursuant thereto.

Time-Based Equity Acceleration. Notwithstanding anything to the contrary in the Equity Plan or any award agreement applicable to any outstanding equity incentive awards held by Executive, all of Executive’s time-based equity incentive awards scheduled to vest in the twelve (12)-month period following the termination date shall immediately accelerate (and options will become fully exercisable and restricted shares and any other equity incentive awards will become non-forfeitable) as of the later of (A) the termination date, and (B) the effective date of the Separation Agreement. Additionally, all outstanding vested stock options held by Executive (determined after applying the preceding sentence) shall remain exercisable until the earlier of (x) the date that is three (3) years following the termination of Executive’s employment and (y) the expiration of the applicable option term. Any termination or forfeiture of any unvested portion of such time-based awards that would otherwise occur on the termination date in the absence of this Agreement (and any right of the Company to reacquire all or any part of any restricted shares or other equity awards that have not vested) shall be delayed and shall occur only if the vesting pursuant to this subsection does not occur due to the absence of such Separation Agreement becoming effective. No additional vesting of the time-based awards shall occur during the period between the termination date and the date of accelerated vesting described herein. Except as provided herein, the Executive’s time-based equity incentive awards vested pursuant to this Section 4(d4(c) shall remain subject to the terms and conditions of the Equity Plan and applicable award agreements executed by Executive pursuant thereto.