Example ContractsClausesaccelerated vesting and exercisabilityVariants
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Notwithstanding any other provision of the Plan to the contrary, any Award granted under the Plan shall vest no earlier than the first anniversary of the Grant Date of such Award; provided, that the following Awards shall not be subject to the foregoing minimum vesting requirement: # Substitute Awards; # shares of Stock delivered in lieu of fully vested cash obligations; and # any additional Awards the Committee may grant, up to a maximum of five percent (5%) of the shares of Stock authorized for issuance under the Plan pursuant to [Section 4.1] (subject to adjustment pursuant to [Section 17]); and, provided further that the foregoing restriction shall not apply to the Committee’s discretion to provide for accelerated exercisability or vesting of any Award, including in cases of retirement, death, Disability or a Change in Control, pursuant to the terms of the applicable Award Agreement, or otherwise. For purposes of this [Section 6.3], “accelerated exercisability or vesting” shall mean the immediate and permanent vesting of an Award without further conditions or restrictions, and shall not include the continued vesting of an unvested Award.

Notwithstanding any other provision of the Plan to the contrary, any Awardstock-based Awards granted under the Plan shall vest no earlier than the first anniversary of the Grant Date of such Award; provided,date the Award is granted; provided that the following Awards shall not be subject to the foregoing minimum vesting requirement: # Substitute Awards; # shares of Stocksubstitute Awards granted pursuant to [[Section 4(D), (ii)])]])] Shares delivered in lieu of fully fully-vested cash obligations;Awards, and # any additional Awards the Committee may grant, up to a maximum of five percent (5%) of the shares of Stockavailable share reserve authorized for issuance under the Plan pursuant to [Section 4.1]4(A)] (subject to adjustment pursuant tounder [Section 17])4(B)]; and, provided furtherprovided, further, that the foregoing restriction shalldoes not apply to the Committee’s discretion to provide for accelerated exercisability or vesting of any Award, includingAward in cases of retirement, death, Disability or a Change in Control, pursuant to the terms of the applicable Award Agreement, or otherwise. For purposes of this [Section 6.3], “accelerated exercisability or vesting” shall mean the immediate and permanent vesting of an Award without further conditions or restrictions, and shall not include the continued vesting of an unvested Award.Control.

Minimum Vesting Requirement. Notwithstanding any other provision of thethis Plan (outside of this [Section 3(e)]) to the contrary, any Awardawards granted under thethis Plan (other than cash-based awards) shall vest no earlier than the first anniversary of the Grantapplicable Date of such Award;Grant; provided, that the following Awardsawards shall not be subject to the foregoing minimum vesting requirement: any # Substitute Awards;awards granted in connection with awards that are assumed, converted or substituted pursuant to [Section 22(a)] of this Plan; # shares of Common Stock delivered in lieu of fully vested cash obligations; # awards to non-employee Directors that vest on the earlier of the one-year anniversary of the applicable Date of Grant and the next annual meeting of Stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting of Stockholders; and # any additional Awardsawards the Committee may grant, up to a maximum of five percent (5%) of the shares of Stockavailable share reserve authorized for issuance under the Plan pursuant to [Section 4.1]3(a)(i)] (subject to adjustment pursuant tounder [Section 17]11]); and, provided further that. Nothing in this [Section 3(e)] or otherwise in this Plan, however, shall preclude the foregoing restriction shall not apply to the Committee’s discretion to provideCommittee, in is sole discretion, from # providing for continued vesting or accelerated exercisability or vesting offor any Award,award under this Plan upon certain events, including in cases ofconnection with or following a Participant’s retirement, death, Disabilitydisability, or termination of employment or service or a Change in Control, pursuant toor # exercising its authority under [Section 18(c)] at any time following the terms of the applicable Award Agreement, or otherwise. For purposes of this [Section 6.3], “accelerated exercisability or vesting” shall mean the immediate and permanent vestinggrant of an Award without further conditions or restrictions, and shall not include the continued vesting of an unvested Award.award.

Notwithstanding any other provision of the Plan to the contrary,contrary and subject to the remaining terms of this [clause (ii)], any AwardAwards granted under the Plan that settle in shares of Common Stock (excluding, for this purpose, any Substitute Awards) shall vest no earlier than the first anniversary of the Grant Datedate of grant for such Award; provided, however, that the followingCommittee may grant Awards shall not be subjectwithout regard to the foregoing minimum vesting requirement: # Substitute Awards; # shares of Stock delivered in lieu of fully vested cash obligations; and # any additional Awards the Committee may grant, uprequirement with respect to a maximum of five percent (5%)5% of the shares of Common Stock authorized for issuance undersubject to the Plan pursuantShare Pool (which such Share Pool may be increased from time to time in accordance with the Plan). For purposes of Awards to non-employee directors, such Award will be deemed to vest no earlier than the first anniversary of the date of grant of the Award if such Award vests on the earlier of # the date of the next annual meeting of stockholders (which date is at least 50 weeks after the immediately preceding year’s annual meeting of stockholders) and # the first anniversary of the date of grant. For the avoidance of doubt, this [Section 4.1] (subject to adjustment pursuant to [Section 17]); and, provided further that the foregoing restriction5(a)(ii)] shall not applybe construed to limit the Committee’s discretion to provide for accelerated exercisability or vesting of anyan Award, or to deem an Award to be earned, including in cases of death, Disability, retirement, death, Disabilitytermination without Cause or a Change in Control, pursuant to the terms of the applicable Award Agreement, or otherwise. For purposes of this [Section 6.3], “accelerated exercisability or vesting” shall mean the immediate and permanent vesting of an Award without further conditions or restrictions, and shall not include the continued vesting of an unvested Award.Control.

Minimum Vesting Period. Notwithstanding any other provision of the Plan to the contrary, any Awardequity-based Awards granted under the Plan shall vest no earlier than the first anniversary of the Grant Date of such Award; provided, thatdate the following Awards shall not be subject to the foregoing minimum vesting requirement:Award is granted (excluding, for this purpose, any # Substitute Awards; # shares of Stocksubstitute awards under [Section 5(d), (ii)])] Shares delivered in lieu of fully vested cash obligations;Awards and # any additional Awards to Outside Directors that vest on the earlier of the one year anniversary of the date of grant or the next annual meeting of stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting); provided, that, the Committee may grant, upgrant equity-based Awards without regard to the foregoing minimum vesting requirement with respect to a maximum of five percent (5%) of the shares of Stock authorized for issuance under the Plan pursuant toShare limitation set forth in [Section 4.1]5(a)] (subject to adjustment pursuant tounder [Section 17]12]); and, provided furtherfurther, for the avoidance of doubt, that the foregoing restriction shalldoes not apply to the Committee’s discretion to provide for accelerated exercisability or vesting of any Award, including in cases of retirement, death, Disability or a Change in Control, pursuant toin the terms of the applicable Award Agreement, or otherwise. For purposes of this [Section 6.3], “accelerated exercisability or vesting” shall mean the immediate and permanent vesting of an Award without further conditions or restrictions, and shall not include the continued vesting of an unvested Award.

Notwithstanding any other provision of the Plan to the contrary, anycontrary (but subject to [[Sections (7)(d) and (e), 8(c), 10, and 11(h)])])])])]])])])])] of the Plan), no Award granted under the Plan shall vest no earlierbecome vested over a period of less than one year following the first anniversarydate the applicable Award is granted; provided, however, that, notwithstanding the foregoing, Awards that result in the issuance of up to 5% of the Grant Date of such Award; provided, that the following Awards shall not be subject to the foregoing minimum vesting requirement: # Substitute Awards; # shares of Stock delivered in lieu of fully vested cash obligations; and # any additional Awards the Committee may grant, up to a maximum of five percent (5%) of the shares of Stock authorizedShares reserved for issuance under [Section 5(a)(ii)] may be granted to any one or more Participants without respect to such minimum vesting provisions. Nothing in this [Section 11(k)] shall preclude the Plan pursuantCommittee from taking action, in its sole discretion, to [Section 4.1] (subject to adjustment pursuant to [Section 17]); and, provided further thataccelerate the foregoing restriction shall not apply to the Committee’s discretion to provide for accelerated exercisability or vesting of any Award, includingAward in casesconnection with or following a Participant’s death, Disability, retirement, termination of retirement, death, Disabilityservice other than for Cause, or the consummation of a Change in Control, pursuant to the terms of the applicable Award Agreement, or otherwise. For purposes of this [Section 6.3], “accelerated exercisability or vesting” shall mean the immediate and permanent vesting of an Award without further conditions or restrictions, and shall not include the continued vesting of an unvested Award.Control.

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