Double trigger acceleration clause samples

(ii)Double Trigger Acceleration. In the event of a Change of Control (as defined below), if: (1) Executive is terminated without Cause by the Company or the Successor Corporation within the ninety (90) day period prior to the consummation of the Change of Control transaction or within twelve (12) months following consummation of the Change of Control transaction; or (2) Executive terminates his employment or consulting relationship with the Company or the Successor Corporation, each as applicable, for Good Reason within the ninety (90) day period prior to the consummation of the Change of Control transaction or within twelve (12) months following consummation of the transaction, then the Additional Option or any cancelled, assumed, or substituted Option held by Executive in lieu of the Additional Option at the time of Executive’s termination shall become fully accelerated and fully vested immediately prior to the effective date of termination.

(ii)Double Trigger Acceleration.In the event of a Change of Control (as defined below), if: (1) Executive is terminated without Cause by the Company or the successor corporation or a parent or subsidiary of such successor corporation of the Company (the “Successor Corporation”) within the ninety (90) day period prior to the consummation of the Change of Control transaction or within twelve (12) months following consummation of the Change of Control transaction; or (2) Executive terminates his or her employment or consulting relationship with the Company or the Successor Corporation, each as applicable, for Good Reason within the ninety (90) day period prior to the consummation of the Change of Control transaction or within twelve (12) months following consummation of the transaction, then the Option or any cancelled, assumed, or substituted Option held by Executive in lieu of the Option at the time of Executive’s termination shall become fully accelerated and fully vested immediately prior to the effective date of termination.As used herein, “Change of Control” shall mean a sale of all or substantially all of the Company’s assets, or any stock sale, merger, or consolidation of the Company with or into another corporation or business entity other than a stock sale, merger, or consolidation in which the holders of more than fifty percent (50%) of the shares of capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by the voting securities remaining outstanding or by their being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company, or such surviving entity, outstanding immediately after such transaction; provided, however, that a bona fide equity financing by the Company will not be deemed to be a Change of Control.

(d) Double Trigger Acceleration. If (i)you are terminated without Cause in connection with or following the consummation of a Change in Control, then the Standard Option shall accelerate and, if applicable, become exercisable such that the Standard Option shall become vested as to 100% of the Shares then unvested or (ii)your employment is terminated as a result of your resignation for Good Reason in connection with or following the consummation of a Change in Control, then the Standard Option shall accelerate and, if applicable, become exercisable with respect to the shares subject to the Standard Option that would have otherwise become vested pursuant to its ordinary vesting schedule within the twelve (12)calendar months following such termination date. The acceleration of vesting provided for in the previous sentence shall occur immediately prior to your termination date. In the event of a Change in Control, if the Company’s successor does not agree to assume the Standard Option or any such outstanding equity award (other than the CIC/IPO Option), or to substitute an equivalent award or right for the Standard Option or any such outstanding equity award (other than the CIC/IPO Option), and you remain in continuous service through the closing of the Change in Control and you do not voluntarily resign without Good Reason and without continuing with the Company’s successor, then any acceleration of vesting that would otherwise occur upon your termination shall occur immediately prior to, and contingent upon, the consummation of such Change in Control. For purposes of this paragraph, unless a capitalized term used in this paragraph has a meaning given to it elsewhere in this Agreement, such term shall have the meaning given to it in the Stock Plan or Stock Agreement.