Accelerated Portion. The greater of (x) the first two tranches of shares of Time-Vested Deferred Stock scheduled to vest after a Sale of the Company and (y) (i) if the Sale Price is less than $9.00 per Share, 0 shares of Time-Vested Deferred Stock, (ii) if the Sale Price is at least $9.00 per Share but less than $10.00 per Share, a number of shares of Time-Vested Deferred Stock that when combined with all shares of Time-Vested Deferred Stock that were vested immediately prior to the Sale of the Company equals 40%... of the number of shares of Time-Vested Deferred Stock subject to this Agreement, (iii) if the Sale Price is at least $10.00 per Share but less than $11.00 per Share, a number of shares of Time-Vested Deferred Stock that when combined with all shares of Time-Vested Deferred Stock that were vested immediately prior to the Sale of the Company equals 50% of the number of shares of Time-Vested Deferred Stock subject to this Agreement; (iv) if the Sale Price is at least $11.00 per Share but less than $12.00 per Share, a number of shares of Time-Vested Deferred Stock that when combined with all shares of Time-Vested Deferred Stock that were vested immediately prior to the Sale of the Company equals 60% of the number of shares of Time-Vested Deferred Stock subject to this Agreement; and (v) if the Sale Price is at least $12.00, 100% of the then outstanding and unvested shares of Time-Vested Deferred Stock. If the Sale Price is in the range described in clause (y)(ii) but at least 40% of the Grant is vested immediately prior to the occurrence of a Sale of the Company, then clause (y)(ii) shall be deemed to equal 0 shares of Time-Vested Deferred Stock. If the Sale Price is in the range described in clause (y)(iii) but at least 50% of the Grant is vested immediately prior to the occurrence of a Sale of the Company, then clause (y)(iii) shall be deemed to equal 0 shares of Time-Vested Deferred Stock. If the Sale Price is in the range described in clause (y)(iv) but at least 60% of the Grant is vested immediately prior to the occurrence of a Sale of the Company, then clause (y)(iv) shall be deemed to equal 0 shares of Time-Vested Deferred Stock.View More
