If any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the “beneficial owner” (as referred in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities in one or more transactions, and the Board of Directors does not authorize or otherwise approve such acquisition, then the dates on which the Option becomes exercisable shall be accelerated and the Option will immediately and entirely vest, and the Holder will have the immediate right to purchase and/or receive any and all Common Stock subject to the Option on the terms set forth in this Agreement and Plan.

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. The vesting of outstanding Units will be accelerated under the circumstances provided below:

Accelerated Vesting. Notwithstanding Section 4(a), the Restricted Shares will vest in full upon the earlier to occur of # the termination of your Service to the Company and its Affiliates because of your death or Disability, or # a Change in Control that occurs while you continue to be a Service Provider.

Accelerated Vesting. Notwithstanding the provisions of Section 4 hereof, all of the RSUs covered by this Agreement that have not already vested and become nonforfeitable pursuant to Section 4 hereof will become nonforfeitable and payable to Grantee pursuant to Section 7 hereof earlier than the time provided in Section 4 hereof upon the occurrence of a Change of Control, but only if such event also constitutes a “change in the ownership,” “change in effective control” and/or a “change in the ownership of a substantial portion of assets” of the Company, as those terms are defined under Treasury Regulations Section 1.409A-3(i)(5).

Accelerated Vesting. Notwithstanding the Vesting Criteria to the contrary and subject to the terms of this Agreement, including the release requirement described in Section 5 of this Agreement:

Accelerated Vesting. Subject to Section 9.03 below, in the event that # a Change in Control occurs and # a Participant’s employment or service is terminated by the Company, its successor or an affiliate thereof without Cause or is terminated by the Participant for Good Reason (if applicable), in each case on or after the effective date of the Change in Control but prior to the second anniversary of the Change in Control, then any unvested portion of such Participant’s Account shall vest in full regardless of such Participant’s vested status under the Savings Plan.

Full exercisability or vesting and accelerated expiration of the outstanding Awards, provided, however, that the Committee may require Participants to complete and deliver to the Company a notice of exercise before the effective date of the merger or reorganization, which exercise is contingent upon the effectiveness of such merger or reorganization;

acceleration of vesting and exercisability of all equity and deferred cash incentive awards (the “Incentive Equity”) issued to Executive under the Plan. For purposes of this Agreement, “vesting” shall mean, in the case of any restricted stock issued under the Plan, ceasing to be subject to forfeiture, and payment dates of any deferred cash awards granted under the Plan are not accelerated as a result of the application of any such vesting acceleration provision of this Agreement, plus

Notwithstanding any other provision of the Plan to the contrary, any Award granted under the Plan shall vest no earlier than the first anniversary of the Grant Date of such Award; provided, that the following Awards shall not be subject to the foregoing minimum vesting requirement: # Substitute Awards; # shares of Stock delivered in lieu of fully vested cash obligations; and # any additional Awards the Committee may grant, up to a maximum of five percent (5%) of the shares of Stock authorized for issuance under the Plan pursuant to Section 4.1 (subject to adjustment pursuant to Section 17); and, provided further that the foregoing restriction shall not apply to the Committee’s discretion to provide for accelerated exercisability or vesting of any Award, including in cases of retirement, death, Disability or a Change in Control, pursuant to the terms of the applicable Award Agreement, or otherwise. For purposes of this Section 6.3, “accelerated exercisability or vesting” shall mean the immediate and permanent vesting of an Award without further conditions or restrictions, and shall not include the continued vesting of an unvested Award.