Common use of Acceleration Upon Termination of Employment Clause in Contracts

Acceleration Upon Termination of Employment. Notwithstanding the ------------------------------------------- foregoing, in the event of a Change of Control of the Company during the option term, the vesting of the options shall be accelerated so that, when aggregated with any Shares previously exercised, at least 50% of the total Shares are vested upon the date the Change of Control is consummated. The remaining unvested Shares shall vest on the same schedule as existed prior to the Change of Control. For example, if a Change of Control occurs when 25% of the Shares are vested, then this Option shall have accelerated vesting as to an additional 25% and the remaining unvested Shares shall continue to vest in accordance with the same schedule (i.e., the same number of shares shall vest each month) as existed prior to the Change of Control. If a Change of Control occurs after more than 50% of the Shares have vested, then there will be no acceleration of vesting under this provision. In addition, upon an Involuntary Termination of the Optionee's employment other than for Cause upon or within 12 months after a Change of Control, this Option shall be fully (i.e. 100%) vested. In the event that the Company terminates the Optionee's employment without "Cause", or in the event the Optionee resigns as a result of "Constructive Termination", after the Optionee has reported to the Company but prior to the consummation of a Change of Control, the Company will provide the Optionee with a settlement of acceleration of vesting of the options to be granted to the Optionee equal to the greater of (A) six months of additional vesting or (B) vesting through the first year cliff of the Optionee's vesting schedule. The settlement is subject to a non-compete/non-solicit agreement and provided that the Optionee executes a general waiver of claims in favor of the Company. The following terms referred to in this Agreement shall have the following meanings:

Acceleration Upon Termination of Employment. Notwithstanding the ------------------------------------------- foregoing, in the event of a Change of Control of the Company during the option term, the vesting of the options Option shall be accelerated so that, when aggregated with any Shares previously exercised, at least 50% of the total Shares are subject to the Option shall be vested upon the date the Change of Control is consummated. The remaining unvested Shares shall vest on the same schedule as existed prior to the Change of Control. For example, if a Change of Control occurs when 25% of the Shares are vested, then this Option shall have accelerated vesting as to an additional 25% of the Shares subject to the Option and the remaining unvested Shares shall continue to vest in accordance with the same schedule (i.e., the same number of shares shall vest each month) as existed prior to the Change of Control. If a Change of Control occurs after more than 50% of the Shares subject to the Option have vested, then there will be no acceleration of vesting under this provision. In addition, upon an Involuntary Termination of the Optionee's employment other than for Cause upon or within 12 months after a Change of Control, this Option shall be fully (i.e. 100%) vested. In the event that the Company terminates the Optionee's employment without "Cause", ," or in the event the Optionee resigns as a result of "Constructive Termination", ," after the Optionee has reported to the Company but prior to the consummation of a Change of Control, the Company will provide the Optionee with a settlement of acceleration of then vesting of the options to Option shall be granted to the Optionee accelerated equal to the greater of (A) six months of additional vesting or (B) vesting through the first year cliff of the Optionee's vesting schedule. The settlement is acceleration shall be subject to the Optionee entering into a non-compete/non-solicit agreement and provided that the Optionee executes a general waiver of claims in favor of the Company, both agreements to be in a form acceptable to the Company. The following terms referred to in this Agreement shall have the following meanings: