Dawn G. Lepore - 08 Apr 2025 Form 4 Insider Report for Accolade, Inc.

Footnote F1

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock. RSUs convert into the Issuer's Common Stock on a one-for-one basis.

Footnote F2

The shares subject to this RSU shall vest at a rate of twenty-five percent of the total number of shares on each quarterly anniversary of March 1, 2021 (the "Vesting Commencement Date") for so long as the recipient of the RSU provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the one-year anniversary of the Vesting Commencement Date. Notwithstanding the forgoing, any shares that vest according to the preceding sentence, shall not be released to the Reporting Person until the earlier of (i) January 30, 2026, at which point 1/3rd of the vested shares shall be released on such date and each one year anniversary of such date or (ii) such date that the Issuer consummates a transaction or series of transactions constituting a Change in Control (as defined in the Issuer's 2020 Equity Incentive Plan) that is a Section 409A Change in Control (as defined in the Issuer's 2020 Equity Incentive Plan).

Footnote F3

Reflects disposition of the Issuer's equity securities upon the consummation of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 8, 2025, by and among Issuer, Transcarent, Inc. ("Parent") and Acorn Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), including the consummation of the merger (the "Merger") between Issuer and Merger Sub on April 8, 2025. Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each share of the Issuer's Common Stock, par value $0.0001 per share ("Shares") issued and outstanding immediately prior to the Effective Time was converted automatically into the right to receive $7.03 in cash, without interest (the "Merger Consideration").

Footnote F4

Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the Effective Time that is vested, after giving effect to any applicable vesting acceleration and separation right applicable to any individual other than a continuing employee, (each, a "Vested Company RSU") and restricted stock units outstanding immediately prior to the Effective Time that vest, or become eligible to vest, based on the achievement of performance conditions and that are vested or that will become vested as of immediately prior to the Effective Time, after giving effect to any applicable vesting acceleration and separation right applicable to any individual other than a continuing employee (each, a "Vested Company PSU") will be cancelled and converted into the right to receive the Merger Consideration, less any applicable tax withholdings.

Footnote F5

The shares subject to the RSU will vest on the earlier of (i) the date of the following annual meeting of the Issuer's stockholders or (ii) the one year anniversary measured from the date of grant. Notwithstanding the foregoing, any shares that vest according to the preceding sentence, shall not be released to the Reporting Person until the earlier of (i) January 30th of the calendar year following the Reporting Person's separation of service from the Issuer's Board at which point the vested shares shall be released on such date in a lump sum, or (ii) such date that the Issuer consummates a transaction or series of transactions constituting a Change in Control (as defined in the Issuer's 2020 Equity Incentive Plan (the "Plan") that is a Section 409A Change in Control (as defined in the Plan).

Footnote F6

The shares subject to the RSU will vest on the earlier of (i) the date of the following annual meeting of the Issuer's stockholders (or the date immediately prior to the next annual meeting of the Issuer's stockholders if the Reporting Person's service as a director ends at such meeting due to the Reporting Person's failure to be re-elected or the director not standing for re-election) or (ii) the one year anniversary measured from the date of grant, each subject to continued service as a director through each applicable vesting date.

Footnote F7

The shares subject to the RSU will vest on the earlier of (i) the date of the following annual meeting of the Issuer's stockholders (or the date immediately prior to the next annual meeting of the Issuer's stockholders if the Reporting Person's service as a director ends at such meeting due to the Reporting Person's failure to be re-elected or the director not standing for re-election) or (ii) August 8, 2024 (the one year anniversary of the 2023 annual meeting date), subject to continued service as a director through each applicable vesting date. The Reporting Person also elected to defer distribution of vested shares until January 30th of the calendar year following the Reporting Person's separation from service (as defined in 1.409A-1(h)) as a member of the Board for any reason, at which point the vested shares shall be released in a single lump sum.

Footnote F8

The shares subject to the RSU will vest on the earlier of (i) the date of the following annual meeting of the Issuer's stockholders (or the date immediately prior to the next annual meeting of the Issuer's stockholders if the Reporting Person's service as a director ends at such meeting due to the Reporting Person's failure to be re-elected or the director not standing for re-election) or (ii) August 6, 2025 (the one year anniversary of the 2024 annual meeting date), subject to continued service as a director through each applicable vesting date. The Reporting Person also elected to defer distribution of vested shares until January 30th of the calendar year following the Reporting Person's separation from service (as defined in 1.409A-1(h)) as a member of the Board for any reason, at which point the vested shares shall be released in a single lump sum.

Footnote F9

The shares subject to this option shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of June 25, 2019 (the "June 2019 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the June 2019 Vesting Commencement Date thereafter for so long as the Reporting Person remains an employee or consultant of the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the June 2019 Vesting Commencement Date.

Footnote F10

Pursuant to the Merger Agreement, at the Effective Time, each stock option, whether vested or unvested, that has an exercise price per Share that is greater than the Merger Consideration was canceled without the payment of consideration.

Footnote F11

The shares subject to this option shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of June 20, 2020 (the "2020 Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the 2020 Vesting Commencement Date thereafter for so long as the Reporting Person remains an employee or consultant of the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the 2020 Vesting Commencement Date.