This Addendum amends and modifies the terms and conditions applicable to the RSUs issued pursuant to your offer letter dated September 19, 2016 as previously accepted by Participant (the RSUs). This Addendum includes certain vesting acceleration provisions that apply to the RSUs. These vesting acceleration provisions shall be considered part of, and shall apply in addition to, the vesting terms set forth in the Grant Notice Vesting Schedule as of the date this Addendum is accepted by Participant.
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participants acceptance of the RSUs or participation in the Plan. Unless otherwise noted below, capitalized terms shall have the same meaning assigned to them under the Plan, the Grant Notice, and the RSU Agreement. This Addendum forms part of the Grant Notice and should be read in conjunction with the Grant Notice, the RSU Agreement and the Plan.
Notwithstanding anything to the contrary set forth in the Grant Notice, the RSU Agreement or the Plan, the RSUs shall vest such that the Participant will be treated as if the Participant has completed two (2) years of Continuous Service Status (the Acceleration) if (i) on or before the second (2nd) anniversary of Participants employment start date, and (ii) within ninety (90) days before a Change in Control (as defined below), or one (1) year after a Change in Control, either of the following occurs (either, a Triggering Termination):
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the Company terminates Participants employment without Cause (as defined below); or
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Participant terminates Participants employment with the Company for Good Reason (as defined below); and
in either case, Participant complies with the Obligations (as defined below).
Any Acceleration that occurs pursuant to the provisions above shall be effective as of the date Participants employment terminates or, if later, the consummation of the Change in Control.
Further, notwithstanding anything stated herein, if Participants RSUs are not assumed, substituted or otherwise continued or replaced with similar equity awards in connection with a Change in Control, Participant will be entitled to the Acceleration set forth above, and the Acceleration shall occur effective immediately prior to, and contingent upon, the consummation of the Change in Control, as long as Participants service will continue with the acquirer after the