Accelerated Vesting. Vesting of the Units may be accelerated during the term of the Award at the discretion of the Committee in accordance with [Section 16.2] of the Plan and under the following circumstances:

Accelerated Vesting. If Employee’s employment with the Company is terminated before the Vesting Date (as defined in [Exhibit 2]) by reason of death or Disability [as defined in Section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended or restated from time to time (the “Code”)], the interest of the Participant in the Units shall vest as to a prorata portion of the Units. The prorata portion shall be measured by months elapsed from the date of this Agreement to the date of death or date of Disability, as compared to the number of months from the date of this Agreement to the Vesting Date for each 20% portion of the Units. The proration provided for under this paragraph shall only apply in the event the Performance Goals as set forth on [Exhibit 2] are met.

Accelerated Vesting. Notwithstanding the foregoing, the restrictions applicable to the Restricted Stock shall lapse and the Restricted Stock shall vest and become Vested Stock upon the occurrence of any of the following events:

“Options Purchase Price” means, as applicable, the First Put Option Purchase Price, the Second Put Option Purchase Price, the Third Option Purchase Price, the Call Option Purchase Price, the Accelerated Put Option Purchase Price or the Annual Accelerated Put Option Purchase Price.

“Relevant Measurement Period” means, # in respect of the calculation of the First Put Option Purchase Price, the calendar year 2023; # in respect of the calculation of the Second Put Option Purchase Price, the calendar year 2024; # in respect of the calculation of the Third Put Option Purchase Price the Third Put Option Measurement Period; # in respect of the calculation of the Call Option Purchase Price, the Call Option Measurement Period; # in respect of the calculation of the Accelerated Put Option Purchase Price, the Accelerated Put Option Measurement Period and # in respect of the calculation of the Annual Accelerated Put Option Purchase Price, the Annual Accelerated Put Option Measurement Period.

Partial Accelerated Vesting. All equity awards from the Company then held by Employee shall partially accelerate, or if Employee is then holding unvested shares, Company’s right to repurchase the then-unvested shares under each such equity award shall partially lapse, with respect to the number of shares under each such award that would have become vested or been released from such repurchase right under each respective equity award if Employee’s employment with the Company had continued for an additional twelve (12) months following Employee’s effective termination date for reasons other than Cause.

Forfeiture and/or Repayment of Benefits. 13

Accelerated Vesting Events. Upon the occurrence of one of the following events (each, an “Accelerated Vesting Event”), the outstanding unvested RSUs subject to this Agreement shall vest as provided below:

“Annual Accelerated Put Option Measurement Period” means the immediately prior calendar year in which the Accelerated Put Option Exercise Notice is delivered.

A Transaction may be terminated in whole by either party (or in part by [[Organization B:Organization]]) in accordance with this Clause 3 by the giving of notice (an “Accelerated Termination Notice”) to the other party (each such termination, an “Accelerated Termination”).