Common use of Acceleration of Vesting Upon a Change in Control Clause in Contracts

Acceleration of Vesting Upon a Change in Control. In the event of a Change in Control prior to the fifth anniversary of the Closing Date, the vesting of unvested Founder Shares or SPAC Common Shares issued or issuable upon the conversion of the unvested Founder Shares shall be accelerated or the unvested Founder Shares or SPAC Common Shares issued or issuable upon the conversion of the unvested Founder Shares will be forfeited, as follows: (1) With respect to the unvested Founder Shares (or SPAC Common Shares issuable or issued upon conversion thereof) that were eligible to vest pursuant to paragraph 7(c)(i)(1), (A) such Founder Shares (or SPAC Common Shares issuable or issued upon conversion thereof) will fully vest as of immediately prior to the closing of such Change in Control if such Change in Control constitutes a Triggering Event and (B) no portion of such Founder Shares (or SPAC Common Shares issuable or issued upon conversion thereof) will vest in connection with such Sale if such Change in Control does not constitute a Triggering Event. (2) Unvested Founder Shares (or SPAC Common Shares issuable or issued upon conversion thereof) that do not vest in accordance with this paragraph 7(c)(ii) upon the occurrence of a Change in Control will be forfeited immediately prior to the closing of such Change in Control. (3) For avoidance of doubt, following a transaction or business combination that is not a Change in Control, the equitable adjustment provisions of paragraph 20 shall apply, including, without limitation, to performance vesting criteria. (4) Holders of Founder Shares or SPAC Common Shares issued or issuable upon the conversion of the Founder Shares subject to the vesting provisions of this paragraph 7(c) shall be entitled to vote such Founder Shares or SPAC Common Shares and receive dividends and other distributions with respect to such Founder Shares or SPAC Common Shares prior to vesting; provided that dividends and other distributions with respect to Founder Shares or SPAC Common Shares issued or issuable upon the conversion of the Founder Shares that are subject to vesting pursuant to paragraph 7(c)(i) shall be set aside by SPAC and shall only be paid to such holders upon the vesting of such Founder Shares or SPAC Common Shares (if at all); for the avoidance of doubt, (A) such dividends and other distributions shall be paid only on the portion of the unvested Founder Shares or SPAC Common Shares issued or issuable upon the conversion of the Founder Shares that vest and (B) if any dividends or other distributions with respect to Founder Shares or SPAC Common Shares issued or issuable upon the conversion of the Founder Shares that are subject to vesting pursuant to paragraph 7(c)(i) are set aside and such Founder Shares or SPAC Common Shares are subsequently forfeited, such set aside dividends or distributions shall become the property of SPAC.

Acceleration of Vesting Upon a Change in Control. In the event of a Change in Control (for the avoidance of doubt, as defined in the Merger Agreement) prior to the fifth anniversary of the Closing Date, the vesting of unvested Founder Shares or SPAC Common Shares issued or issuable upon the conversion of the unvested Founder Shares shall be accelerated or the unvested Founder Shares or SPAC Common Shares issued or issuable upon the conversion of the unvested Founder Shares will be forfeited, as follows: (1) With respect to the unvested Founder Shares (or SPAC Common Shares issuable or issued upon conversion thereof) that were eligible to vest pursuant to paragraph 7(c)(i)(1), (A) such Founder Shares (or SPAC Common Shares issuable or issued upon conversion thereof) will fully vest as of immediately prior to the closing of such Change in Control if such Change in Control constitutes a Triggering Event I and (B) no portion of such Founder Shares (or SPAC Common Shares issuable or issued upon conversion thereof) will vest in connection with such Sale if such Change in Control does not constitute a Triggering Event.Event I. (2) Unvested Founder Shares (or SPAC Common Shares issuable or issued upon conversion thereof) that do not vest in accordance with this paragraph 7(c)(ii) upon the occurrence of a Change in Control will be forfeited immediately prior to the closing of such Change in ControlControl and in accordance with paragraph 7(c)(iii). (3) For avoidance of doubt, following a transaction or business combination that is not a Change in Control, the equitable adjustment provisions of paragraph 20 shall apply, including, without limitation, to performance vesting criteria. (4) Holders of Founder Shares or SPAC Common Shares issued or issuable upon the conversion of the Founder Shares subject to the vesting provisions of this paragraph 7(c) shall be entitled to vote such Founder Shares or SPAC Common Shares and receive dividends and other distributions with respect to such Founder Shares or SPAC Common Shares prior to vesting; provided that dividends and other distributions with respect to Founder Shares or SPAC Common Shares issued or issuable upon the conversion of the Founder Shares that are subject to vesting pursuant to paragraph 7(c)(i) shall be set aside by SPAC and shall only be paid to such holders upon the vesting of such Founder Shares or SPAC Common Shares (if at all); for the avoidance of doubt, (A) such dividends and other distributions shall be paid only on the portion of the unvested Founder Shares or SPAC Common Shares issued or issuable upon the conversion of the Founder Shares that vest and (B) if any dividends or other distributions with respect to Founder Shares or SPAC Common Shares issued or issuable upon the conversion of the Founder Shares that are subject to vesting pursuant to paragraph 7(c)(i) are set aside and such Founder Shares or SPAC Common Shares are subsequently forfeited, such set aside dividends or distributions shall become the property of SPAC.

Acceleration of Vesting Upon a Change in Control. In the event of a Change in Control prior to the fifth anniversary of the Closing Date, the vesting of unvested Founder Shares or SPAC Common Shares issued or issuable upon the conversion of the unvested Founder Shares shall be accelerated or the unvested Founder Shares or SPAC Common Shares issued or issuable upon the conversion of the unvested Founder Shares will be forfeited, as follows: (1) With respect to the unvested Founder Shares (or SPAC Common Shares issuable or issued upon conversion thereof) that were eligible to vest pursuant to paragraph 7(c)(i)(1), (A) such Founder Shares (or SPAC Common Shares issuable or issued upon conversion thereof) will fully vest as of immediately prior to the closing of such Change in Control if such Change in Control constitutes a Triggering Event and (B) no portion of such Founder Shares (or SPAC Common Shares issuable or issued upon conversion thereof) will vest in connection with such Sale if such Change in Control does not constitute a Triggering Event. (2) Unvested Founder Shares (or SPAC Common Shares issuable or issued upon conversion thereof) that do not vest in accordance with this paragraph 7(c)(ii) upon Upon the occurrence of a Change in Control will of the Company: (a) All shares of common stock of the Company (“Company Shares”) theretofore issued and outstanding or Company Shares issuable to you, under any one or more of the restricted stock, restricted stock units and/or stock option plans at any time maintained by the Company (“Option Plans”), as restricted stock or outstanding restricted stock units (or otherwise subject to forfeiture upon certain conditions) shall become fully and irrevocably vested, shall be forfeited immediately prior settled and all possibility of forfeiture thereof shall terminate, and the certificates evidencing all of such Company Shares shall be delivered to you on the day next following a Change in Control of the Company; (b) All outstanding options or other rights to purchase Company Shares theretofore issued to you under any one or more of the Option Plans, whether or not then currently vested or exercisable, shall become fully and irrevocably vested and exercisable, and may thereafter be exercised in accordance with the Option Plans under which they were issued and any and all agreements with you in connection therewith; and (c) All other compensation and benefits to which you are then entitled, subject to the closing satisfaction of certain vesting or similar requirements, under any other employee benefit, deferred compensation or other similar plan (other than any plan that is intended to be qualified under Section 401(a) of the Code) shall become fully and irrevocably vested under the terms of such plans and all possibility of forfeiture thereof shall terminate. (d) Notwithstanding anything in this Section 4 to the contrary, in the event such Change in Control occurs (i) on the Commencement Date you shall not be entitled to any of the accelerated vesting set forth in this Section 4, (ii) on or after the 18 month anniversary of the Commencement Date, you shall be entitled to all of the accelerated vesting set forth in this Section 4 and (iii) on a date that falls between the Commencement Date and the 18 month anniversary of the Commencement Date, then the accelerated vesting to which you are entitled pursuant to this Section 4 shall be determined by pro-rating such accelerated vesting in respect of each equity award, compensation or benefit (applied equally across all installments or tranches of such award) by applying a fraction (the “Acceleration Percentage”), the numerator of which is the number of days in the period commencing on the Commencement Date and ending on the date of such Change in Control and the denominator of which is 548; provided, however, that in the event the Company’s total stockholder return (stock price appreciation, plus distributions made, over a defined period of time) (“TSR”) for the Adjustment Period (defined below) equals or exceeds 15%, then the Acceleration Percentage shall be increased by 10 percentage points for every incremental 50 basis points of incremental TSR; provided, further, however, that the Acceleration Percentage shall in no event exceed 100%. The Adjustment Period shall be the period commencing on the Commencement Date and ending on the fifth trading day following the first public announcement by the Company of the definitive material terms of the transaction that results in the Change in Control. (3) For avoidance . TSR for the Adjustment Period shall be determined with reference to the weighted-average trading price of doubtCompany Shares for the twenty trading days immediately preceding the Commencement Date and the weighted-average trading price of shares of the Company’s common stock for the five trading days immediately preceding the last day of the Adjustment Period. As an illustration of the application of this Section 4(d), if the Executive had an unvested restricted stock unit for 1,000,000 Company Shares scheduled to vest in two equal tranches of 500,000 Company Shares on each of February 15, 2018 and February 15, 2019 and the Change in Control occurred 274 days following a transaction or business combination that is not a the Commencement Date, then, assuming the TSR for the Adjustment Period was below 15%, 50% of such restricted stock unit would vest as of the Change in Control, the equitable adjustment provisions of paragraph 20 shall apply, including, without limitation, with such acceleration being applied to performance vesting criteria. (4) Holders of Founder 250,000 Company Shares or SPAC Common Shares issued or issuable upon the conversion in each of the Founder Shares subject to outstanding unvested tranches. In the vesting provisions of this paragraph 7(c) shall be entitled to vote such Founder Shares or SPAC Common Shares and receive dividends and other distributions with respect to such Founder Shares or SPAC Common Shares prior to vesting; provided that dividends and other distributions with respect to Founder Shares or SPAC Common Shares issued or issuable upon event the conversion of the Founder Shares that are subject to vesting pursuant to paragraph 7(c)(i) shall be set aside by SPAC and shall only be paid to such holders upon the vesting of such Founder Shares or SPAC Common Shares (if at all); TSR for the avoidance of doubtAdjustment Period were 16%, (A) such dividends and other distributions shall the Acceleration Percentage would be paid only on the portion of the unvested Founder Shares or SPAC Common Shares issued or issuable upon the conversion of the Founder Shares that vest and (B) if any dividends or other distributions with respect equal to Founder Shares or SPAC Common Shares issued or issuable upon the conversion of the Founder Shares that are subject to vesting pursuant to paragraph 7(c)(i) are set aside and such Founder Shares or SPAC Common Shares are subsequently forfeited, such set aside dividends or distributions shall become the property of SPAC70%.

Acceleration of Vesting Upon a Change in Control. In the event ------------------------------------------------ of a "Change of Control" of Grantor (as hereinafter defined), any Option granted hereunder, to the extent theretofore not immediately exercisable, shall immediately become fully exercisable. For the purpose of this Agreement, a "Change in Control prior to the fifth anniversary Control" of Grantor shall mean any person (as such person is used in Sections 3(a)(9) and 13(d)(3) of the Closing DateExchange Act) becomes the beneficial owner (as such term is used in Section 13(d)(1) of the Exchange Act) directly or indirectly of securities representing at least 25% of the combined voting power of the then outstanding securities of Grantor; or during any period of thirty- six (36) consecutive months (whether commencing before or after the effective date of the Plan), individuals who at the vesting beginning of unvested Founder Shares such period constituted the Board of Directors cease for any reason to constitute at least a majority thereof, unless the election, or SPAC the nomination for election, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; or any reorganization, merger or consolidation of Grantor with one or more corporations as a result of which Grantor is not the surviving corporation, or as a result of which the outstanding Common Shares issued Stock is converted into or issuable exchanged for cash or securities of another issuer or both, or upon the conversion sale of all or substantially all the unvested Founder Shares assets of Grantor; or the approval by the stockholders of Grantor of any plan or proposal for Grantor to be Acquired (as defined below) or for the liquidation or dissolution of Grantor. For purposes of this Section 4.2, Grantor shall be accelerated or considered to be "Acquired" only if the unvested Founder Shares or SPAC Common Shares issued or issuable upon the conversion owners of the unvested Founder Shares will be forfeited, as follows: (1) With respect to the unvested Founder Shares (or SPAC Common Shares issuable or issued upon conversion thereof) that were eligible to vest pursuant to paragraph 7(c)(i)(1), (A) such Founder Shares (or SPAC Common Shares issuable or issued upon conversion thereof) will fully vest as of its voting securities immediately prior to the closing effective date of any transactions referred to in this section will not own immediately thereafter, as a result of having owned such Change in Control if such Change in Control constitutes voting securities, securities representing a Triggering Event and (B) no portion of such Founder Shares (or SPAC Common Shares issuable or issued upon conversion thereof) will vest in connection with such Sale if such Change in Control does not constitute a Triggering Event. (2) Unvested Founder Shares (or SPAC Common Shares issuable or issued upon conversion thereof) that do not vest in accordance with this paragraph 7(c)(ii) upon the occurrence of a Change in Control will be forfeited immediately prior to the closing of such Change in Control. (3) For avoidance of doubt, following a transaction or business combination that is not a Change in Control, the equitable adjustment provisions of paragraph 20 shall apply, including, without limitation, to performance vesting criteria. (4) Holders of Founder Shares or SPAC Common Shares issued or issuable upon the conversion majority of the Founder Shares subject to the vesting provisions of this paragraph 7(c) shall be entitled to vote such Founder Shares or SPAC Common Shares and receive dividends and other distributions with respect to such Founder Shares or SPAC Common Shares prior to vesting; provided that dividends and other distributions with respect to Founder Shares or SPAC Common Shares issued or issuable upon the conversion combined voting power of the Founder Shares then outstanding securities of Grantor or the entity that are subject to vesting pursuant to paragraph 7(c)(i) shall be set aside by SPAC and shall only be paid to such holders upon the vesting then owns, directly or indirectly, Grantor or all or substantially all of such Founder Shares or SPAC Common Shares (if at all); for the avoidance of doubt, (A) such dividends and other distributions shall be paid only on the portion of the unvested Founder Shares or SPAC Common Shares issued or issuable upon the conversion of the Founder Shares that vest and (B) if any dividends or other distributions with respect to Founder Shares or SPAC Common Shares issued or issuable upon the conversion of the Founder Shares that are subject to vesting pursuant to paragraph 7(c)(i) are set aside and such Founder Shares or SPAC Common Shares are subsequently forfeited, such set aside dividends or distributions shall become the property of SPACits assets.