Common use of Qualifying Termination Prior to a Change in Control Clause in Contracts

Qualifying Termination Prior to a Change in Control. Subject, if applicable, to the anticipatory termination provisions in Section II.A.1(b)(iv)(A)(2), if Optionee has a Qualifying Termination that occurs prior to (or more than two years after) a Change in Control and before the final Vesting Date (a “Pre-CIC Qualifying Termination”), Optionee shall fully vest in an additional portion of each Tranche of the Option equal to the Pro-Rata Portion for such Tranche as of the date of such Pre-CIC Qualifying Termination. For purposes of this Section II.A.1(b)(iii), with respect to each such Tranche, the “Pro-Rata Portion” will consist of the number of shares of Common Stock (rounded to the nearest whole share) subject to such Tranche equal to the product of (A) the quotient of (1) the number of shares of Common Stock subject to such Tranche, divided by (2) five, multiplied by (B) a fraction (not greater than one) (1) the numerator of which is the number of days from the Vesting Date immediately prior to the Pre-CIC Qualifying Termination until the date of such Pre-CIC Qualifying Termination, and (2) the denominator of which is the total number of days from the Vesting Date immediately prior to the Pre-CIC Qualifying Termination until the Vesting Date immediately subsequent to such Pre-CIC Qualifying Termination.