Acceleration of Certain Awards. Subject to [Section 7(a)(5)], the Administrator may provide that any Award requiring exercise will become exercisable, in full or in part, and/or that the issuance of any shares of Stock remaining issuable under any outstanding Award of Stock Units (including Restricted Stock Units and Performance Awards to the extent consisting of Stock Units) will be accelerated, in full or in part, in each case, on a basis that gives the holder of the Award a reasonable opportunity, as determined by the Administrator, following the exercise of the Award or the issuance of the shares, as the case may be, to participate as a stockholder in the Covered Transaction.

Acceleration of Certain Awards. Subject to [Section 7(a)(5)] below, the Administrator may (but, for the avoidance of doubt, need not) provide that # any Award requiring exercise will become exercisable, in full or in part, # the delivery of any shares of Stock remaining deliverable under any outstanding Award of Stock Units (including Restricted Stock Units and Performance Awards to the extent consisting of Stock Units) will be accelerated in full or in part, and/or # the forfeiture or vesting conditions with respect to any Restricted Stock will lapse or be satisfied, as applicable, in full or in part, in each case on a basis that gives the holder of the Award a reasonable opportunity, as determined by the Administrator, following exercise of the Award or the delivery of the shares or the lapse of the forfeiture or vesting conditions, as the case may be, to participate as a stockholder in the Covered Transaction and/or Change in Control.

Acceleration of Vesting of Equity Awards. Upon a Change of Control during the Transition Term, the time vesting and exercisability of one hundred percent (100%) of the Equity Awards shall immediately accelerate, and all Performance Award shall be deemed to have been fully vested and earned as of the Change of Control based upon the greater of # an assumed achievement of all relevant performance goals at the “target” level or # the actual level of achievement of all relevant performance goals as of the Change of Control. Employee will be entitled to exercise such vested equity awards in accordance with the applicable grant agreements.

Upon the occurrence of an Event of Default which is continuing, any Lender which has issued or made a Bankers' Acceptance or BA Equivalent Note may make a Canadian Prime Rate Loan to the Borrower in an amount equal to the face amount of such Bankers' Acceptance or BA Equivalent Note; and the proceeds of any such Loan shall be held by such Lender and used to satisfy the Lender's obligations under the said Bankers' Acceptance or BA Equivalent Note as such becomes due, or to effect the unwinding of such Hedging Agreement. Any such Loan shall bear interest only after the maturity date of such Bankers’ Acceptance or BA Equivalent Note at the rate and in the manner applicable to Canadian Prime Rate Loans under Facility A.

Acceleration of Certain Awards. The Administrator may provide that each Award requiring exercise will become fully exercisable, and the delivery of any Units remaining deliverable under each outstanding Award of Units (including Restricted Incentive Units and Performance Awards to the extent consisting of Units) will be accelerated and such Units will be delivered, prior to the Covered Transaction, in each case on a basis that gives the holder of the Award a reasonable opportunity, as determined by the Administrator, following exercise of the Award or the delivery of the Units, as the case may be, to participate as an equity holder in the Covered Transaction; provided, that to the extent acceleration pursuant to this Section 7(a)(3) of an Award subject to Section 409A would cause the Award to fail to satisfy the requirements of [Section 409A], the Award may not be accelerated and the Administrator in lieu thereof may take such steps as are necessary to ensure that payment of the Award is made in a medium other than Units and on terms that as nearly as possible, but taking into account adjustments required or permitted by this Section 7, replicate the prior terms of the Award.

Acceleration of Certain Awards. Subject to Section 7(a)(5), the Administrator may provide that some or all Awards requiring exercise will become fully exercisable and/or that the delivery of any shares of Stock remaining deliverable under some or all outstanding Awards of Stock Units (including Restricted Stock Units and Performance Awards to the extent consisting of Stock Units) will be accelerated in full and such shares will be delivered, prior to the Covered Transaction, in each case on a basis that gives the holder of the Award a reasonable opportunity, as determined by the Administrator, following exercise of such Award or the delivery of the shares underlying such Award, as the case may be, to participate as a stockholder in the Covered Transaction.

The Company desires to amend each of the Stock Plans to provide for acceleration of certain unvested Awards if such Awards are not Assumed or Replaced in connection with a Corporate Transaction.

Upon a Change in Control, the time vesting and exercisability of one hundred percent (100%) of Employee’s Equity Awards shall immediately accelerate by a period of twelve (12) months, provided that this Section 7.2(b)(i) shall apply to Performance Awards such that if the applicable performance period is scheduled to end within twelve (12) months following the Change in Control, the Performance Award shall be deemed to have been fully vested and earned as of the Change in Control based upon the greater of # an assumed achievement of all relevant performance goals at the “target” level or # the actual level of achievement of all relevant performance goals as of the Change in Control.

Acceleration Upon Certain Events. Notwithstanding anything herein, in the Plan or in the Option Agreement to the contrary, in the event # of a Change in Control (as defined in the Plan) or # the Company removes Executive from the position of Chief Financial Officer for other than Cause (as defined below), in each case, prior to the first anniversary of the Effective Date, then, subject to Executive’s delivery to the Company of a general release of claims against the Company and its affiliates in a form acceptable to the Company that becomes effective and irrevocable in accordance with Section 11(b) below, the vesting and exercisability of the Option shall thereupon accelerate as to twenty-five percent (25%) of the total number of shares of Company common stock underlying the Option that otherwise would have vested on the first anniversary of the Effective Date, and the remainder of the Option shall vest in accordance with the original vesting schedule of the Option (i.e., 1/48th per month commencing on the one year and one month anniversary of the Effective Date), subject to Executive’s continued service to the Company.

Acceleration of Equity Awards. All outstanding and unvested Company equity awards that, in each case, are solely subject to time-based vesting will immediately accelerate as to 100% of the unvested portion of each such award immediately prior to Executive’s termination.