ACCELERATION OF EXERCISABILITY AND VESTING SECTION 30.

Vesting Acceleration. Effective as of ​, Participants who cease to be Employees due to the sale of Pivotal LNG, Inc. will be deemed to be fully vested in their benefits and Accounts for all purposes hereunder.

Vesting Acceleration. Effective as of ​, # Gulf Power Company will cease to be an Employing Company under the Plan; and # Participants who cease to be Employees due to the sale of Gulf Power Company will be deemed to be fully vested in their Accounts for all purposes hereunder.

Vesting Acceleration. Effective as of ​, Participants who cease to be Employees due to the sale of Golden Triangle Storage, Inc. will be deemed to be fully vested in their Accounts for all purposes hereunder.

Vesting Acceleration. Effective as of ​, Participants who cease to be Employees due to the sale of Central Valley Gas Storage, L.L.C. will be deemed to be fully vested in their Accounts for all purposes hereunder.

Vesting Acceleration. Effective as of ​, Participants who cease to be Employees due to the sale of Sequent Energy Management, LP and Sequent Energy Canada Corp. will be deemed to be fully vested for all purposes hereunder.

acceleration of vesting and exercisability of all Incentive Equity, plus

Exercisability and Vesting. This Option shall become exercisable and vest ☐ twenty percent (20%) on the first anniversary of the Initial Vest Date and thereafter in a series of four (4) successive equal annual installments at the end of each of the next four (4) years (minimum for employees; vesting period may be longer officers, directors and Consultants), ☐ twenty-five percent (25%) on the first anniversary of the Initial Vest Date, and thereafter in a series of thirty-six (36) successive equal monthly installments, or ☐ in a series of forty-eight (48) successive equal monthly installments starting on the Initial Vest Date (or 2.0834% per month). Vesting at the end of each annual or monthly period shall occur only if Optionee is an employee, outside director or consultant, respectively, of the Corporation at the time that such vesting is to occur.

Acceleration of Vesting. In the event a Notice of Termination of an Involuntary Termination occurs during the CIC Period, and subject to the Executive signing, within 60 days following the Notice of Termination, a Release and the Release becoming effective and non-revocable within such 60-day period, all time based stock options and time based stock-based awards held by the Executive as of the date of the Notice of Termination, shall vest and become exercisable or nonforfeitable. Notwithstanding the foregoing, if, at the time of a Change in Control, the Company determines in its sole discretion, in reliance upon an opinion of counsel in form and substance satisfactory to the Company, that the acceleration in the prior sentence would not be permissible under applicable law, then in lieu of the acceleration in the prior sentence, all time based stock options and time based stock-based awards held by the Executive as of the date of such Change in Control, shall vest and become exercisable or nonforfeitable as of the date of such Change in Control.

Exercisability. Each Option shall be exercisable at such time or times and subject to such terms and conditions, including the attainment of performance goals, as shall be determined by the Administrator in the applicable Award Agreement. The Administrator may also provide that any Option shall be exercisable only in installments, and the Administrator may waive such installment exercise provisions at any time, in whole or in part, based on such factors as the Administrator may determine in its sole discretion.