Accelerated Vesting; Vesting Notwithstanding Termination. Your Restricted Stock will vest earlier than described in Paragraph 3(a), and such earlier vesting date shall also be considered a “Vesting Date,” under the following circumstances:

Accelerated Vesting and Payout. In the event [Section 11(a)] does not apply, upon a Change in Control: # all outstanding Options and Stock Appreciation Rights shall become vested and exercisable immediately prior to the Change in Control; # all outstanding unvested Restricted Stock and Restricted Stock Unit Awards shall become vested immediately prior to the Change in Control; and # the Committee (as constituted prior to the Change in Control) shall provide that in connection with the Change in Control # each Option and Stock Appreciation Right shall be cancelled in exchange for an amount (payable in accordance with the following sentence) equal to the excess, if any, of the Fair Market Value of a share of Stock on the date of the Change in Control over the Option Exercise Price for such Option or the base value/strike price applicable to such Stock Appreciation Right and # each Restricted Stock and Restricted Stock Unit Award shall be cancelled in exchange for an amount (payable in accordance with the following sentence) equal to the Change in Control Price multiplied by the number of shares of Stock covered by such Award, with any Performance-Based Awards deemed to have been earned in full at the higher of Target or a multiple of Target (determined by reference to the Award Agreement) based on the level of achievement through the date of the Change in Control, if such level of achievement is determinable by the Committee at the time of the Change in Control. Payment of any amounts calculated in accordance with this [Section 11(b)] shall be made in cash or, if determined by the Committee (as constituted prior to the Change in Control), in shares of the stock of the New Company having an aggregate fair market value (determined by such Committee in good faith) equal to such amount or in a combination of such shares of stock and cash. All amounts payable hereunder shall be payable in full, as soon as reasonably practicable, but in no event later than 10 business days, following the Change in Control. Notwithstanding any provision of this [Section 11] to the contrary, payment of any Award Installment subject to and not exempt from [Section 409A] will not be accelerated upon a Change in Control unless # the Change in Control constitutes a change in the ownership of the Company, a change in effective control of the Company, or a change in the ownership of a substantial portion of the Company’s assets, each, as applicable, as defined in, and determined in accordance with, [Section 409A], or # such accelerated payment does not otherwise cause any Award to be subject to adverse tax consequences to any person under Section 409A.

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 Due to Acquisition. [If an Acquisition occurs while the Participant maintains a Business Relationship and this option has not fully vested, then commencing immediately prior to the closing of the Acquisition and at all times thereafter the Vesting Start Date hereunder shall be deemed to be the date that is months prior to the Vesting Start Date specified on the first page of this agreement.] If during the period ending six months after the closing date of an Acquisition, the Participant terminates his or her Business Relationship for Good Reason (as defined below) or ​ or the acquiror terminates such Business Relationship without Cause (as defined below), then immediately upon such termination date [fifty percent (50%)] of the total number of shares subject to this option which were unvested immediately prior to such termination shall, upon such termination, become vested and thereafter exercisable in accordance with the terms hereof.

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:

Early Cancellation/Accelerated Vesting of RSUs. Notwithstanding the provisions of paragraph 5, RSUs may vest or be forfeited before the applicable vesting and payment dates set forth above as follows:

that the vesting of any Awards shall be accelerated, subject to the consummation of such Corporate Event; and

To the extent provided in an applicable Award Letter, vesting shall be accelerated upon a Participant’s death or Disability.

Accelerated Stock Vesting upon Separation from Employment. Upon Employee’s departure from Standex employment pursuant to [Section 6(e)] or, after the expiration of the Employment Contract Term, upon Employee’s departure from Standex employment, for any reason other than those reasons set forth in [Section 6(d)], all Standex unvested stock that has been granted to Employee during the Employment Contract Term, but which has not yet reached its vesting date under the terms of such grant(s), shall immediately vest on the date of the Employee’s last day of employment, regardless of the terms of such grant(s) (the “Accelerated Awards”). This accelerated vesting shall only occur after the Employment Contract Term has expired, and in the event that none of the conditions in [Section 6(d)] herein are present. For the sake of clarity, this accelerated vesting shall not apply to any equity awards made to Employee subsequent to the Employment Contract Term.

reduction of the accelerated vesting of any stock options for which the exercise price exceeds the then current fair market value;