Accelerated Vesting of Certain Options Upon Occurrence of a Change in Control. Upon the occurrence of a Change in Control each outstanding stock option held by Executive that was granted by the Company to Executive prior to the date of an initial public offering of the Company's common stock shall, to the extent not previously vested, become fully vested.

Accelerated Vesting upon Change in Control. In the event of a “Change in Control” of ​ during the Restricted Period, the unvested Restricted Stock Units then outstanding shall immediately become fully vested and the underlying shares of Common Stock shall be issued to the Employee. The term “Change in Control” shall have the following meaning assigned to it in this Agreement. A “Change in Control” of ​ shall have occurred if # any “person” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than ​, any trustee or other fiduciary holding securities under an employee benefit plan of ​ or any corporation owned, directly or indirectly, by the stockholders of ​ in substantially the same proportions as their ownership of stock of ​), either is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of ​ representing 30% or more of the combined voting power of ​’s then outstanding securities, # during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board of Directors, and any new Director (other than a Director designated by a person who has entered into an agreement with ​ to effect a transaction described in [clause (i), (iii) or (iv)])])] of this subparagraph) whose election by the Board of Directors or nomination for election by ​’s stockholders was approved by a vote of at least two-thirds (2/3) of the Directors then still in office who either were Directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof, unless the approval of the election or nomination for election of such new Directors was in connection with an actual or threatened election or proxy contest, # the stockholders of ​ approve a merger or consolidation of ​ with any other corporation, other than # a merger or consolidation which would result in the voting securities of ​ outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% of the combined voting power of the voting securities of ​ or such surviving entity outstanding immediately after such merger or consolidation or # a merger or consolidation effected to implement a recapitalization of ​ (or similar transaction) in which no “person” (as hereinabove defined) acquires more than 30% of the combined voting power of ​’s then outstanding securities or # the stockholders of ​ approve a plan of complete liquidation of ​ or an agreement for the sale or disposition by ​ of all or substantially all of ​’s assets or any transaction having a similar effect. Notwithstanding the foregoing, if any payment due under this [Section 3] is deferred compensation subject to Section 409A of the Code, and if the Change in Control is not a “change in control event” that serves as a permissible payment event under U.S. Treasury Regulation § 1.409A-3(i)(5) or such other regulation or guidance issued under Section 409A of the Code, then the Restricted Stock Units shall vest upon the Change in Control as provided above but issuance of the shares subject to the award shall be delayed until the end of the Restriction Period.

Change In Control. The Committee may provide for accelerated vesting of any Award upon a Change in Control.

Accelerated Vesting; Change in Corporate Control. To the extent you have not previously vested in your rights with respect to this Award, your Award will become:

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:

Vesting Upon a Change in Control. The treatment of your PBRSUs in the event of a Change in Control shall be governed by [Section 11] of the Plan.

if a Change in Control occurs prior to the Vesting Date of an Option Award that is outstanding on the date of the Change in Control, the Vesting Date shall be accelerated to the earliest date of the Change in Control.

We will recommend to the Board of Directors a grant of 100,000 stock options. The options will have a per share exercise price equal to the closing sale price of a share of common stock on the Grant Date. Options will vest over four years at a rate of 25% upon completion of one year, then proportionate monthly vesting thereafter. The stock option agreement will contain a change in control provision that provides for accelerated vesting if within one year following a change in control, your employment is terminated either by the Company without cause or by you for good reason. The Grant Date will be the first day that the Digi International trading window reopens in October.

Effect of a Change in Control. Except as otherwise determined by the Committee in its sole discretion, and set forth in the relevant grant agreement, in the event of a Change in Control, all outstanding Options shall fully vest in each Participant. The Committee, in its discretion, may also provide in any Option agreement for adjustment of certain terms of such Option upon the occurrence of a Change in Control.