Double-Trigger Acceleration

Double-trigger acceleration means two events need to take place before an accelerated vesting occurs. Typically, this will be a specified event (e.g., acquisition, merger, IPO) and termination by the company without cause or resignation for good reason within 12 months of the specified event.

Language – In addition, if immediately prior to, on or within 12 months after a Change of Control, either the Company (or any successor entity) Terminates your Service without Cause (as defined in the Plan) and other than as a result of your death or disability, or if during that period you Terminate your Service as an Employee for Good Reason (as defined in the Plan), and provided the termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)), then, subject to the satisfaction of the Acceleration Conditions, effective as of immediately prior to your termination, the Company will accelerate the vesting of this Option to all of the then-unvested shares subject to this Option (that is, 100% double trigger).

See Stock Option Grant Notice; Form: 151516249.