Change of Control. Notwithstanding any provision of this Agreement to the contrary, if, within twelve (12) months following a Change of Control, the Award (or a substitute award) remains outstanding and the Participant incurs a Termination of Service without Cause or for Good Reason, the Award shall become immediately vested at target and all restrictions shall lapse upon such Termination of Service. For purposes of this Agreement, “Good Reason” means “Good Reason” as defined in the Participant’s Service Provider Agreement, if any, or if not so defined, the occurrence of any of the following events, in each case without the Participant’s consent: # a material reduction by the Company or any of its Affiliates of the Participant’s base salary, other than any such reduction that applies generally to similarly situated employees of the Company or # a relocation by the Company or any of its Affiliates of the principal place of the Participant’s employment or service outside a 50 mile radius from its current location; provided that, in each case, # the Participant shall provide the Company with written notice specifying the circumstances alleged to constitute Good Reason within 90 days following the first occurrence of such circumstances; # if possible, the Company shall have 60 days following receipt of such notice to cure such circumstances; and # if the Company has not cured such circumstances within such 60-day period, the Participant shall terminate his or her employment or service not later than 60 days after the end of such 60-day period.

Change of Control. If, as of the date of consummation of a Change of Control of Fate, the Acquirer of Fate in such Change of Control transaction is conducting on-going activities with respect to a Competing Product that are prohibited under [Section 5.10.1], the restrictions in [Section 5.10.1] shall not preclude the Acquirer from conducting such activities with respect to such Competing Product after the consummation of the Change of Control transaction, so long as during the applicable Exclusivity Period the Acquirer Segregates the program and activities related to the Competing Product from Fate’s activities under this Agreement in accordance with [Section 17.14.2].

Change of Control. There occurs any Change of Control; or

Change of Control. “Change of Control” shall mean the occurrence of any of the following events:

Change of Control. There occurs any Change of Control.

Change of Control. There occurs any Change of Control; or

If a Change of Control occurs, the Executive shall be entitled to a lump-sum payment equal to the Change of Control Payment Amount and all Options, as well as any additional stock options granted to the Executive during his employment but unvested, will immediately vest.

Change of Control. Upon the occurrence of a Change of Control, the unvested portion of each of Executive’s outstanding equity awards (including, but not limited to, stock options and restricted stock grants) with a performance-based vesting schedule (an “Underlying Performance Award”) shall be automatically amended to convert to a time-based vesting schedule (the “Converted Awards”). Each Converted Award shall vest in substantially equal monthly increments over the performance period of the Underlying Performance Award, provided that Executive remains an employee of the Company through each such vesting date. Executive shall be given vesting credit from the commencement of the performance period of the Underlying Performance Award as if each Converted Award had been subject to a time-based vesting schedule from its grant date. For purposes of this [Section 3(a)], the Converted Award shall be the number of shares Executive would have received pursuant to the terms of the Underlying Performance Award for performance at target for the entire performance period (whether measured in one or more fiscal periods) in which the Change of Control occurs, regardless of any actual level of achievement subsequently determined. Converted Awards shall be subject to the provisions of [Section 3(b)(iii)]. In the event of a conflict between the terms and conditions of the [[Company:Organization]] 2019 Stock Incentive Plan, as amended from time to time, or any subsequent stock incentive plan properly adopted by the Company’s shareholders (the “Stock Plan”), the agreements relating to Executive’s equity awards, and this [Section 3(a)], the terms and conditions of this [Section 3(a)] shall prevail and any subsequent documents that purport to modify this Agreement shall be without effect unless they specifically refer to this Agreement.

Change of Control. “Change of Control” means the occurrence of any of the following events:

Grantee acknowledges that Grantee has an Employment Agreement with the Company that is in full force and effect. That Employment Agreement contains provisions which specify certain limitations on the economic and other benefits that may be conferred upon Grantee upon a termination of employment (under certain conditions) after a “change in control” of the Company (as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)). More specifically, the Employment Agreement provides for the limitation of payments (including but not limited to the vesting of unvested Award Shares) that would result in the imposition of a tax under Section 4999 of the Code on “excess parachute payments” (as defined in Section 280G of the Code) received or receivable by Grantee, all as further defined in the Employment Agreement. Grantee agrees that any acceleration of vesting of Award Shares pursuant to Section 3(b) is strictly governed by and subject to the provisions of the Employment Agreement relating to Restricted Stock Award Adjustments and that some or all unvested Award Shares that would otherwise vest upon a qualifying termination after a Change in Control may not vest.