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 Pivotal LNG, Inc. will be deemed to be fully vested in their benefits and 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.

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 Upon Termination. If a Grantee’s service with the Company terminates before the Restricted Stock vest, unless otherwise determined by the Committee, a pro-rata portion of the Award Amount will become vested and non-forfeitable, and the remainder of the Award Amount will be forfeited and automatically canceled. The pro-rata portion of the Award Amount that may vest pursuant to this [Section 4(b)] will be the amount equal to that number of Restricted Stock (rounded to the nearest whole number) calculated based on the ratio of # the number of days of service provided by Grantee during the period of service to which the Restricted Stock relate, to # the total number of days in the period of service to which the Restricted Stock relate.

Acceleration of Vesting. In the event of a Change in Control, notwithstanding any provision of the Plan or this Agreement to the contrary, the Option shall become immediately vested and exercisable with respect to 100% of the shares subject to the Option. To the extent practicable, such acceleration of vesting and exercisability shall occur in a manner and at a time that allows the Optionee the ability to participate in the Change in Control with respect to the shares of Common Stock subject to the Option.

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.

The Participant’s vested interest in his Account will automatically be 100% upon the

Full Vesting Upon Plan Termination. Notwithstanding [Section 9.1], a Participant’s interest in his or her Account shall fully vest upon termination of this Plan or upon the permanent and complete discontinuance of contributions by his or her Employer. In the event of a partial termination, the interest of each affected Participant shall fully vest with respect to that part of the Plan which is terminated. A partial termination of the Plan shall be determined by the Internal Revenue Service Commissioner based on the facts and circumstances of the particular case in accordance with Code Section 411(d)(3) and the corresponding Treasury Regulations issued thereunder.