Stay of Acceleration. In the event that acceleration of the time for payment of any of the ​ SA Obligations is stayed, in connection with any case commenced by or against the Designated Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by the ​ immediately upon demand by the Administrative Agent.

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.

Acceleration of Payments. Except as specifically permitted herein, no acceleration of the time or schedule of any payment may be made hereunder. Notwithstanding the foregoing, payments may be accelerated, in accordance with the provisions of Treasury Regulation §1.409A-3(j)(4) in the following circumstances: # as a result of certain domestic relations orders; # in compliance with ethics agreements with the federal government; # in compliance with the ethics laws or conflicts of interest laws; # in limited cashouts (but not in excess of the limit under Code §402(g)(1)(B)); # to pay employment-related taxes; or # to pay any taxes that may become due at any time that the Agreement fails to meet the requirements of Code Section 409A.

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

Sale Event Acceleration. In the event of a Sale Event (as defined in the Company’s 2021 Stock Option and Incentive Plan (the “2021 Plan”)), the equity retainer awards granted to Outside Directors pursuant to this Policy shall become 100% vested and, if applicable, exercisable.

Event of Default; Acceleration. Upon the occurrence of an Event of Default, the Maturity Date shall be deemed also to have occurred and the outstanding principal amount of this Note and all accrued and unpaid interest thereon shall immediately be due and payable to the Investor. The [[Organization A:Organization]] waives presentment, demand, notice of dishonor, protest, and notice of nonpayment and protest of this Note.

The principal amount of this Note is subject to prepayment, in whole or in part, upon the occurrence and during the continuance of any of the following events (each, an "Event of Default"): the initiation of any bankruptcy, insolvency, moratorium, receivership or reorganization by or against the Company, or a general assignment of assets by the Company for the benefit of creditors. Upon the occurrence of any Event of Default, the entire unpaid principal balance of this Note and all of the unpaid interest accrued thereon shall be immediately due and payable. The Company may offset amounts due to the Lender under this Note by similar amounts that may be due to the Company by the Lender resulting from breaches under the Lender Note.

Acceleration for FICA Tax. If any benefit under the Plan is taxable to a Participant under the Federal Insurance Contributions Act (FICA) (as a result of section 3101 or 3121 of the Code or successor provisions), the Company may elect, in its discretion, to make a distribution under the Plan, and the Participant’s benefit under the Plan shall be reduced accordingly, to pay the applicable FICA tax withholding amount and the income tax at source on wages imposed under section 3401 of the Code or the corresponding withholding provisions of applicable state, local, or foreign tax laws as a result of the payment of the FICA amount, and to pay the additional income tax at source on wages attributable to the pyramiding of the wages and taxes, in accordance with section 409A of the Code. The total payment made pursuant to this Section shall not exceed the aggregate FICA amount and the income tax withholding related to the FICA tax acceleration or the amount permitted under Treas. Reg. §1.409A-3(j)(4)(vi).

Prohibited Acceleration/Distribution Timing. This Section shall take precedence over any other provision of the Plan to the contrary. No provision of this Plan shall be followed if following the provision would result in the acceleration of the time or schedule of any payment from the Plan # as would require income tax to a Participant prior to the date on which the amount is distributable to or on behalf of the Participant under