Common use of In Connection With a Change in Control Clause in Contracts

In Connection With a Change in Control. In the event that the Executive’s employment is terminated without Cause or for Good Reason or due to a Qualifying Resignation within the three (3) months immediately preceding or during the twelve (12) months immediately following a Change in Control of the Company (as defined in Section 4.5.5 of this Agreement), or within thirty (30) days following a Change in Control of the Company, the Executive terminates his employment for any or no reason, then (i) the vesting of any Time-Based Vesting Equity Awards shall be fully accelerated such that on the effective date of such termination (or if later, the date of the Change in Control) one hundred percent (100%) of any Time-Based Vesting Equity Awards granted to Executive prior to such termination shall be fully vested and immediately exercisable, if applicable, by the Executive, provided, however, that with respect to the Option granted pursuant to Section 3.3.2, in accordance with such Section 3.3.2, acceleration of the vesting shall only occur upon a Change in Control which is not related to the closing of the Sale of Cloudbreak, and (ii) the vesting of any Performance Equity Awards that were granted to Executive prior to the Effective Date will be accelerated at the target performance level.