Change in Control Acceleration Upon Acquiror’s Failure to Assume, Continue or Substitute. If (i) in connection with a Change in Control, any outstanding unvested Equity Award that Executive holds will not be assumed or continued by the successor or acquiror entity (or its parent company) in such Change in Control or substituted for a similar award of the successor or acquiror entity (or its parent company) (a “Terminating Award”) and (ii) Executive’s continued employment with the Company has not terminated as of immediately prior to the effective time of such Change in Control, then Executive will become vested, with respect to any then unvested portion of such Terminating Award, effective immediately prior to, but subject to the consummation of such Change in Control. With respect to any such outstanding Terminating Award that is subject to performance-vesting, unless otherwise provided in the individual grant notice and award agreement evidencing such award, such performance-vesting award will accelerate vesting at 100% of the target level of performance or, if greater, based on actual performance measured as of the effective time of such Change in Control, as determined by the Board (or any authorized committee or designee thereof) in its sole discretion. For the avoidance of doubt, the benefits under this Section 6.6 are contingent on a Change in Control and do not require Executive’s termination of service. In addition, Executive may be eligible for benefits under this Section 6.6 in addition to benefits under Section 6.3 or Section 6.4 and in such case, Executive shall receive benefits under both sections, without duplication.
Change in Control Acceleration Upon Acquiror’s Failure to Assume, Continue or Substitute. If (i) in connection with a Change in Control, any outstanding unvested Equity Award that you hold will not be assumed or continued by the successor or acquiror entity (or its parent company) in such Change in Control or substituted for a similar award of the successor or acquiror entity (or its parent company) (a “Terminating Award”) and (ii) your continued employment with the Company has not terminated as of immediately prior to the effective time of such Change in Control, then you will become vested, with respect to any then unvested portion of such Terminating Award, effective immediately prior to, but subject to the consummation of such Change in Control. With respect to any such outstanding Terminating Award that is subject to performance-vesting, unless otherwise provided in the individual grant notice and award agreement evidencing such award, such performance-vesting award will accelerate vesting at 100% of the target level. For the avoidance of doubt, the benefits under this Section 4 are contingent on a Change in Control and do not require your Covered Termination or other termination of service. In addition, you may be eligible for benefits under this Section 4 in addition to benefits under Section 2 or Section 3 and in such case, you shall receive benefits under both sections, without duplication.
Change in Control Acceleration Upon Acquiror’s Failure to Assume, Continue or Substitute. If (i) in connection with a Change in Control or a Corporate Transaction (as defined in the Equity Plan), any outstanding unvested Equity Award that Executive holds (an “Unvested Award”) is not assumed or continued by the successor or acquiror entity (or its parent company) in such Change in Control or substituted for a similar award (which, for the avoidance of doubt, requires that the similar award (a) have the same embedded value as the predecessor award (comparing its value as of immediately prior and immediately following such assumption or substitution), (b) have vesting terms that are not less favorable to Executive than the predecessor award, and (c) settle exclusively in cash or marketable securities) of the successor or acquiror entity (or its parent company); and (ii) Executive’s continued employment with the Company has not terminated as of immediately prior to the effective time of such Change in Control or Corporate Transaction (as applicable), then the Unvested Award will vest in full, effective immediately prior to, but subject to the consummation of such Change in Control or Corporate Transaction (as applicable). With respect to any such outstanding Unvested Award that is subject to performance-vesting, unless otherwise provided in the individual grant notice and award agreement evidencing such award, such performance-vesting award will accelerate vesting at 100% of the target level of performance or, if greater, based on actual performance measured as of the effective time of such Change in Control or Corporate Transaction (as applicable), as determined by the Board (or any authorized committee or designee thereof) in its sole discretion. For the avoidance of doubt, the benefits under this Section 6.6 are contingent on a Change in Control or Corporate Transaction (as applicable) and do not require Executive’s termination of service. In addition, Executive may be eligible for benefits under this Section 6.6 in addition to benefits under Section 6.3 or Section 6.4 and in such case, Executive shall receive benefits under both sections, without duplication.
