Acceleration of Unvested Equity Awards Sample Clauses

Acceleration of Unvested Equity Awards. Subject to Section 6(g) below, if Employee’s employment is terminated during the Employment Period (i) by the Company without Cause pursuant to Section 5(b), (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), outstanding unvested time-based equity awards under any equity incentive plan, program or arrangement of the Company, in each case, granted to Employee prior to the Termination Date (the “Outstanding Equity Awards”) shall immediately become vested as of the Termination Date with respect to such Outstanding Equity Awards that would have become vested in the calendar year of the Employee’s termination, death or Disability had the Employment Period continued through the end of such calendar year (with any outstanding stock options remaining exercisable, without regard to such termination of employment, until the latest expiration date provided therein); provided, however, that, unless otherwise provided in the applicable award agreement, with respect to any unvested equity awards subject to performance-based vesting conditions, including awards intended to qualify for the performance-based compensation exemption from Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the service condition, if any, under such awards shall be deemed satisfied on a pro-rated basis (determined based on a fraction, the numerator of which is the number of days in the applicable performance period during which Employee would have been employed had the Employment Period continued through the end of the calendar year in which Employee’s termination, death or Disability occurs, and the denominator of which is the number of days in the applicable performance period), but the vesting of such awards shall remain subject to the performance conditions set forth in the applicable award. Any unvested equity awards other than the Outstanding Equity Awards will be forfeited or otherwise governed by the terms of the agreements governing such equity awards.
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Acceleration of Unvested Equity Awards. Subject to Section 6(f) below, if Employee’s employment is terminated during the Employment Period (x) by the Company without ​ ​ Cause pursuant to Section 5(b), (y) by Employee for Good Reason pursuant to Section 5(b), or (z) due to Employee’s death or Disability pursuant to Section 5(c):
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Acceleration of Unvested Equity Awards. Subject to Section 6(g) below, if Employee’s employment is terminated during the Employment Period (i) by the Company without Cause pursuant to Section 5(b), (ii) by Employee for Good Reason pursuant to Section 5(c) or (iii) due to Employee’s death or Disability pursuant to Section 5(d), (x) all outstanding unvested time-based equity awards under Equity Incentive Plan, in each case, granted to Employee prior to the Termination Date shall immediately become vested as of the Termination Date as to a portion of each award that would have otherwise vested on or before the first anniversary of the Termination Date if Employee remained continuously employed by the Company (with any outstanding stock options remaining exercisable, without regard to such termination of employment, for 60 days following the Termination Date) and (y) all outstanding unvested performance-based equity awards, including awards intended to qualify for the performance-based compensation exemption from Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), under the Equity Incentive Plan, in each case, granted to Employee prior to the Termination Date shall immediately become vested as of the Termination Date as to a pro rata (based on the portion of the performance period elapsed through the Termination Date) portion of each award, subject to the satisfaction of the performance conditions set forth in the applicable award and based on the actual level of achievement through the Termination Date.
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Related to Acceleration of Unvested Equity Awards

  • Acceleration of Equity Awards All: (i) outstanding and unvested options to purchase Common Stock granted to Executive under any equity plan of the Company, (ii) unvested shares of restricted Common Stock awarded to the Executive under any equity plan of the Company, and (iii) other equity and equity equivalent awards then held by the Executive, shall be accelerated in full, and thereafter all such options, shares of restricted Common Stock and other equity awards shall be immediately vested and exercisable for such period of time as provided for by the specific agreements governing each such award, upon Executive’s termination pursuant to Sections 11(b), (c), (e) or (f) hereof.

  • Accelerated Vesting of Equity Awards One hundred percent (100%) of Executive’s then-outstanding and unvested Equity Awards will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s).

  • Vesting Acceleration Effective on such termination, the Executive shall receive accelerated vesting equivalent to six (6) months of service beyond the date of Executive’s termination with respect to the shares subject to any grant of restricted stock or stock options (each, an “Equity Grant”) granted to the Executive, regardless of whether granted prior to, coincident with, or after, the Effective Date; provided, however, that in the event such termination occurs within one (1) year following a Change of Control, then one hundred percent (100%) of the remaining shares subject to each such Equity Grant shall become vested in full and the period during which the Executive is permitted to exercise (if applicable) any such Equity Grant shall be extended until the earlier of (i) ten (10) years from the date of grant, or (ii) the expiration date of such Equity Grant (as of the date of grant).

  • Equity Award Acceleration All outstanding equity awards held by the Executive on the Date of Termination shall immediately become fully vested and, to the extent applicable, exercisable. For the avoidance of doubt, all such equity awards shall remain outstanding and eligible to vest following the Date of Termination and shall actually vest and become exercisable (if applicable) and non-forfeitable upon the effectiveness of the Release.

  • Effect of Termination of Service on Restricted Stock Award 10.1 This Restricted Stock Award will vest as follows:

  • Acceleration of Options One hundred (100%) percent of the Executive’s outstanding, unvested options, restricted stock and/or equity awards (“Equity Awards”) shall, immediately prior to the consummation of the Change in Control, become fully and immediately vested to the extent not already so provided under the terms of such Equity Awards; provided, however, that if the acquirer in a Change in Control grants Equity Awards having (in the reasonable opinion of the Board) a value at least equal to the value of Executive’s then-unvested Company Equity Awards, then 50% of the Executive’s outstanding, unvested Company Equity Awards shall become fully and immediately vested immediately prior to the consummation of the Change in Control (and the remaining 50% shall terminate upon the consummation of the Change in Control). Notwithstanding any provisions of the stock option plan or stock option agreement pursuant to which any stock options subject to the preceding sentence were granted, the Executive shall be entitled to exercise such Equity Awards until three years from the date of termination of employment or the expiration of the stated period of the Equity Award, whichever period is the shorter.

  • Acceleration of Stock Options The Company shall accelerate and make immediately exercisable any and all unmatured stock options (whether or not such stock options are otherwise exercisable) which Executive then holds to acquire securities from the Company; provided, however, that Executive shall have ninety (90) days after such termination of employment to exercise any outstanding stock options and after such ninety (90) days any and all unexpired stock options shall lapse; and, provided, further, however, any tax benefit provisions with respect to any stock options shall apply to any and all unmatured stock options (whether or not such stock options are otherwise exercisable). If as a result of such acceleration of incentive stock options the $100,000 limitation would be exceeded with respect to an optionee, such incentive stock options shall be converted, as of the date such incentive stock options become exercisable, to non-qualified stock options to the extent necessary to comply with the $100,000 limitation and the Company shall pay to such optionee an additional cash payment equal to the tax benefit to be received by the Company attributable to its federal income tax deduction resulting from the exercise of such converted non-qualified stock options.

  • Special Acceleration of Option (a) This option, to the extent outstanding at the time of a Corporate Transaction but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of such Corporate Transaction, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully vested shares of Common Stock. No such acceleration of this option shall occur, however, if and to the extent: (i) this option is, in connection with the Corporate Transaction, to be assumed by the successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Corporate Transaction on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent payout in accordance with the same option exercise/vesting schedule set forth in the Grant Notice.

  • Equity Vesting Acceleration Vesting acceleration (and exercisability, as applicable) as to 100% of the then-unvested shares subject to each of the Executive’s then-outstanding Company equity awards subject to only time-based (and not performance-based) vesting. In the case of equity awards with performance-based vesting, such awards will be treated as set forth in the applicable award agreement. For the avoidance of doubt, in the event of the Executive’s Qualifying Pre-CIC Termination, any unvested portion of the Executive’s then-outstanding equity awards will remain outstanding until the earlier of (x) ninety (90) days following the Qualifying Termination or (y) the occurrence of a Change in Control, solely so that any benefits due on a Qualifying Pre-CIC Termination can be provided if a Change in Control occurs within the ninety (90) day period following the 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). If no Change in Control occurs within the ninety (90) day period following a Qualifying Termination, any unvested portion of the Executive’s equity awards automatically and permanently will be forfeited on the ninetieth (90th) day following the date of the Qualifying Termination without having vested.

  • Unvested Common Shares Issued in Settlement of Performance Share Awards If the Executive terminates employment pursuant to Sections 6(b), 6(d) or 6(e)(i) after the Performance Share Vesting Date, the vesting of all Unvested Common Shares (as defined in the Performance Share Agreement) issued in settlement of the Performance Share Award shall be accelerated in full effective as of the date of such termination.

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