Common use of Qualifying CIC Termination Clause in Contracts

Qualifying CIC Termination. (i) In addition to the payments and benefits set forth in Sections 3(a)(i) and 3(a)(ii) above, upon a Qualifying CIC Termination that occurs before the first anniversary of the Effective Date, the Executive will also receive vesting acceleration (and exercisability, as applicable) as to the then-unvested portion of the Executive’s then-outstanding Company equity awards that would have otherwise vested on the first anniversary of the Effective Date. In the case of an equity award with performance-based vesting, unless otherwise specified in the applicable equity award agreement governing such award, all performance goals and other vesting criteria will be deemed achieved at 100% of target levels. (ii) In addition to the payments and benefits set forth in Sections 3(a)(i) and 3(a)(ii) above, upon a Qualifying CIC Termination that occurs on or after the first anniversary of the Effective Date, the Executive will also receive vesting acceleration (and exercisability, as applicable) as to 100% of the then-unvested portion of the Executive’s then-outstanding Company equity awards. In the case of an equity award with performance-based vesting, unless otherwise specified in the applicable equity award agreement governing such award, all performance goals and other vesting criteria will be deemed achieved at 100% of target levels. (iii) For the avoidance of doubt, in the event of the Executive’s Qualifying Pre-CIC Termination (as defined below), any unvested portion of the Executive’s then-outstanding equity awards will remain outstanding until the earlier of (x) three (3) months following the Qualifying Termination or (y) the occurrence of a Change in Control, solely so that any benefits due on a Qualifying Pre-CIC Termination can be provided if a Change in Control occurs within three (3) months following the Qualifying Termination (provided that in no event will the Executive’s equity awards remain outstanding beyond the equity award’s maximum term to expiration). If no Change in Control occurs within three (3) months following a Qualifying Termination, any unvested portion of the Executive’s equity awards automatically and permanently will be forfeited on the third (3rd) month following the date of the Qualifying Termination without having vested.

Qualifying CIC Termination. (i) In addition to the payments and benefits set forth in Sections 3(a)(i) and 3(a)(iiSection 3(a) above, upon a Qualifying CIC Termination that occurs before the first anniversary of the Effective DateTermination, the Executive will also receive vesting acceleration (and exercisability, as applicable) as be eligible to the then-unvested portion of the Executive’s then-outstanding Company equity awards that would have otherwise vested on the first anniversary of the Effective Date. In the case of an equity award with performance-based vesting, unless otherwise specified in the applicable equity award agreement governing such award, all performance goals and other vesting criteria will be deemed achieved at 100% of target levels. (ii) In addition to the payments and benefits set forth in Sections 3(a)(i) and 3(a)(ii) above, upon a Qualifying CIC Termination that occurs on or after the first anniversary of the Effective Date, the Executive will also receive vesting acceleration (and exercisability, as applicable) as to 100% of the then-Executive’s Vacasa, Inc. equity awards (“Awards”) that are then outstanding and unvested that vest solely based on continued service over time (including for this purpose the portion of the Executive’s then-outstanding Company equity awardsany Award with performance based vesting conditions that vests solely based on continued service over time). In the case of an equity award with Award subject to performance-based vestingvesting conditions, unless otherwise specified in the applicable equity award Award agreement governing such awardAward, all performance goals the Board shall determine in its sole discretion whether the portion of such Award that is subject to unmet performance-based vesting conditions shall remain eligible to vest and other the terms and conditions to which such vesting criteria will be deemed achieved at 100% of target levels. (iii) is subject. For the avoidance of doubt, in the event of the Executive’s Qualifying Pre-CIC Termination (as defined below), 100% of any unvested portion of the Executive’s then-outstanding equity awards Awards will remain outstanding until the earlier of (x) three (3) months following the Qualifying Termination or (y) the occurrence of a Change in Control, solely so that any benefits due on a Qualifying Pre-CIC Termination can be provided if a Change in Control occurs within three (3) months following the Qualifying Termination (provided that in no event will the Executive’s equity awards Awards remain outstanding beyond the equity awardAward’s maximum term to expiration). If no Change in Control occurs within three (3) months following a Qualifying Termination, any unvested portion of the Executive’s equity awards Awards will automatically and permanently will be forfeited on the third (3rd) month following the date of the Qualifying Termination without having vested.

Qualifying CIC Termination. (i) In addition to the payments and benefits set forth in Sections 3(a)(i) and 3(a)(ii) above, upon a Qualifying CIC Termination that occurs before the first anniversary of the Effective Date, the Executive will also receive vesting acceleration (and exercisability, as applicable) as to the then-unvested portion of the Executive’s then-outstanding Company equity awards that would have otherwise vested on the first anniversary of the Effective Date. In the case of an equity award with performance-based vesting, unless otherwise specified in the applicable equity award agreement governing such award, all performance goals and other vesting criteria will be deemed achieved at 100% of target levels. (ii) In addition to the payments and benefits set forth in Sections 3(a)(i) and 3(a)(ii) above, upon a Qualifying CIC Termination that occurs on or after the first anniversary of the Effective DateTermination, the Executive will also receive vesting acceleration (and exercisability, as applicable) as to 100% of the then-unvested portion of the Executive’s then-Awards that are then outstanding Company equity awardsand unvested. In the case of an equity award Award with performance-based vesting, unless otherwise specified in the applicable equity award Award agreement governing such awardAward, all performance goals and other vesting criteria will be deemed achieved at 100% of target levels. (iii) . For the avoidance of doubt, in the event of the Executive’s Qualifying Pre-CIC Termination (as defined below), any unvested portion of the Executive’s then-outstanding equity awards Awards (after taking into account the vesting acceleration that will have already occurred pursuant to Section 3(a)(iii)) will remain outstanding until the earlier of (x) three (3) months following the initial Qualifying Termination or (y) the occurrence of a Change in Control, solely so that any benefits due on a Qualifying Pre-CIC Termination can be provided if a Change in Control occurs within three (3) months following the initial Qualifying Termination (provided that in no event will the Executive’s equity awards Awards remain outstanding beyond the equity awardAward’s maximum term to expiration). If no Change in Control occurs within three (3) months following a Qualifying Termination, any unvested portion of the Executive’s equity awards Awards (after taking into account the vesting acceleration that will have already occurred pursuant to Section 3(a)(iii)) will automatically and permanently will be forfeited on the third (3rd) month following the date of the Qualifying Termination without having vested.

Qualifying CIC Termination. (i) In addition to the payments and benefits set forth in Sections 3(a)(i) and 3(a)(ii) above, upon a Qualifying CIC Termination that occurs before the first anniversary of the Effective Date, the Executive will also receive vesting acceleration (and exercisability, as applicable) as to the then-unvested portion of the Executive’s then-outstanding Company equity awards that would have otherwise vested on the first anniversary of the Effective Date. In the case of an equity award with performance-based vesting, unless otherwise specified in the applicable equity award agreement governing such award, all performance goals and other vesting criteria will be deemed achieved at 100% of target levels. (ii) In addition to the payments and benefits set forth in Sections 3(a)(i) and 3(a)(ii) above, upon a Qualifying CIC Termination that occurs on or after the first anniversary of the Effective DateTermination, the Executive will also receive vesting acceleration (and exercisability, as applicable) as to 100% of the then-unvested portion of the Executive’s then-Awards that are then outstanding Company equity awards. In and unvested; provided, that, in the case of an equity award with Award subject to performance-based vestingvesting conditions, unless otherwise specified in the applicable equity award Award agreement governing such awardAward, all performance goals the Board shall determine in its sole discretion whether such Award shall remain eligible to vest and other the terms and conditions to which such vesting criteria will be deemed achieved at 100% of target levels. (iii) is subject. For the avoidance of doubt, in the event of the Executive’s Qualifying Pre-CIC Termination (as defined below), any unvested portion of the Executive’s then-outstanding equity awards Awards (after taking into account the vesting acceleration that will have already occurred pursuant to Section 3(a)(iii)) will remain outstanding until the earlier of (x) three (3) months following the Qualifying Termination or (y) the occurrence of a Change in Control, solely so that any benefits due on a Qualifying Pre-CIC Termination can be provided if a Change in Control occurs within three (3) months following the Qualifying Termination (provided that in no event will the Executive’s equity awards Awards remain outstanding beyond the equity awardAward’s maximum term to expiration). If no Change in Control occurs within three (3) months following a Qualifying Termination, any unvested portion of the Executive’s equity awards Awards (after taking into account the vesting acceleration that will have already occurred pursuant to Section 3(a)(iii)) will automatically and permanently will be forfeited on the third (3rd) month following the date of the Qualifying Termination without having vested.