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Equity Retainer
Equity Retainer contract clause examples

Equity. If a Change in Control occurs during the Double‑Trigger Period, Employee will receive vesting acceleration of one hundred percent (100%) of Employee’s equity awards that are outstanding and unvested as of the Termination Date; provided, however, that if such an outstanding equity award is to vest and/or the amount of such equity award to vest is to be determined based on the achievement of performance criteria, then such equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provided in the applicable award agreement (such vesting acceleration under this Section 4.b.iv, the “Vesting Acceleration”).

Acceleration of Vesting of Equity Awards. Upon a Change of Control during the Transition Term, the time vesting and exercisability of one hundred percent (100%) of the Equity Awards shall immediately accelerate, and all Performance Award shall be deemed to have been fully vested and earned as of the Change of Control based upon the greater of # an assumed achievement of all relevant performance goals at the “target” level or # the actual level of achievement of all relevant performance goals as of the Change of Control. Employee will be entitled to exercise such vested equity awards in accordance with the applicable grant agreements.

Upon a Change in Control, the time vesting and exercisability of one hundred percent (100%) of Employee’s Equity Awards shall immediately accelerate by a period of twelve (12) months, provided that this Section 7.2(b)(i) shall apply to Performance Awards such that if the applicable performance period is scheduled to end within twelve (12) months following the Change in Control, the Performance Award shall be deemed to have been fully vested and earned as of the Change in Control based upon the greater of # an assumed achievement of all relevant performance goals at the “target” level or # the actual level of achievement of all relevant performance goals as of the Change in Control.

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