Change-in-Control Equity Acceleration

Change-in-control equity acceleration describes what happens to an executive’s unvested restricted stock units, performance stock units, or options if a change in control occurs before they would otherwise have vested. The award can accelerate in full, accelerate on a pro-rata basis reflecting time already served, or not accelerate at all and simply continue on its original schedule under the surviving company.

As with cash severance, acceleration is commonly structured on a double-trigger basis: the change in control alone does not vest the award, but a qualifying termination within a window afterward does. A single-trigger design, where the deal closing alone vests everything, is the less common and more scrutinized structure.

Whether unvested performance awards accelerate at target, at the maximum, or at an actual-performance-to-date level if the acquirer can measure it, is a further disclosed detail that changes the practical size of the acceleration considerably.

Wintrust's disclosed equity treatment on a change in control is double-trigger full acceleration: unvested awards vest in full only if the change in control is followed by a qualifying termination.