Common use of Liquidity Event Vesting Clause in Contracts

Liquidity Event Vesting. To the extent outstanding and unvested, the Award shall become fully vested immediately prior to the occurrence of a Liquidity Event provided that one of the two following conditions is satisfied: (i) the Participant is employed by the Company on the date of such Liquidity Event; or (ii) if such Liquidity Event is a Change in Control, the Participant’s employment is terminated without Cause or for Good Reason, in either case, after the date on which a letter of intent relating to the Change in Control that is binding with respect to exclusivity has been executed and the Change in Control that is the subject of such letter of intent is consummated within 180 days after the date of such termination of employment. Notwithstanding the foregoing, in the event that the EOY Per Share Value upon the occurrence of a Liquidity Event is not greater than $1.75, then no portion of the Award shall become vested in connection with such Liquidity Event and the entire Award (whether or not vested) shall be immediately forfeited with no consideration due the Participant in respect thereof. Notwithstanding anything contained herein to the contrary, in the event of a Change in Control in which the Award would not be forfeited pursuant to the immediately preceding sentence, the Committee may, in its sole discretion, cancel the vested portion of the Award for an amount equal to the product of (x) the number of shares of Common Stock underlying the vested portion of the Award and (y) the difference between the Fair Market Value of one share of Common Stock as of the date of such Change in Control and the Base Price per share.