Re: Accelerated Vesting Terms of Equity Awards

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. 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.

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

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. 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).

Equity. Executive will be entitled to accelerated vesting as to one hundred percent (100%) of the then-unvested portion of all of Executive’s outstanding equity awards.

“(4) accelerated vesting of all outstanding Equity Awards as to fifty percent (50%) one hundred percent (100%) of the then unvested portion of any such Equity Award, and”

With respect to your existing unvested equity awards, you will receive accelerated, prorata vesting of the outstanding portion of those RSU and SAR awards, calculated from the date of the applicable grant(s) through your Termination Date, and using the stock price at the close of the market on your Termination Date. The non-accelerated portions of your current unvested equity awards will be forfeited.

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:

accelerated vesting, effective on the effective date of the Release, of all outstanding equity awards held by the Executive as of the Termination Date; and

Special Vesting of Equity Awards. Notwithstanding [Sections 3(a) or (b)])] above and as shall be further set forth in the Award Terms: # unvested equity awards shall vest in full upon the death of a Non-Employee Director or upon a Change in Control where a Replacement Award is not provided or the Non-Employee Director’s service is terminated (where Change in Control and Replacement Award are as defined in the Equity Plan); and # unvested equity awards shall vest on a pro-rata basis in the event of a Non-Employee Director's termination of service for any other reason.

Equity Awards. The Market Capital Milestones set forth in [Exhibit A] to the Agreement, and the Stock Compensation set forth in [Exhibit B] to the Agreement as the same relate to annual awards based on 50% of the Executive’s base salary, are deleted in their entirety. The Financial Milestones set forth in [Exhibit A] shall remain in full force and effect. The parties agree and acknowledge that, as a result of the foregoing, the equity compensation owed, owing or to be issued to the Executive as a result of the achievement of the Market Capitalization Milestones, or annual awards based on 50% of the Executive’s base salary, are void, and shall terminate and be of no force and effect.

Equity Awards. In addition to the Base Salary, the Executive shall be eligible for annual equity awards, as determined by ​, the Board and/or Compensation Committee as necessary and appropriate to comply with ​ policy, applicable law, or exchange listing requirements, under ​’s equity award plan(s) covering executives at the Executive’s level, as in effect from time to time.