For purposes of this [Schedule C], “active Employee” means an Employee who is still on the payroll, has been temporarily laid off, or who terminated employment due to Disability, death, or after attaining Normal Retirement Age during the Plan Year, but does not mean an Employee whose employment has been terminated effective on or before December 31 of the Plan Year. In addition, for purposes of applying the requirement of completing 1,000 Hours of Service for the Plan Year, such requirement shall not apply to Employees terminating after attaining Normal Retirement Age, provided they are not terminated for cause.

Salary Continuation. Subject to [Section 2.2] above, the term “employment” as used herein means active employment by the Company and salary continuation without active employment (other than a leave of absence approved by the Company that is covered by [Section 2.2]) will not, in and of itself, constitute “employment” for purposes hereof (in the case of salary continuation without active employment, the Grantee’s cessation of active employee status shall, subject to [Section 2.2], be deemed to be a termination of “employment” for purposes hereof). Furthermore, salary continuation will not, in and of itself, constitute a leave of absence approved by the Company for purposes of the award.

Minimum Vesting Requirement. Notwithstanding any other provision of this Plan (outside of this [Section 3(e)]) to the contrary, awards granted under this Plan (other than cash-based awards) shall vest no earlier than the first anniversary of the applicable Date of Grant; provided, that the following awards shall not be subject to the foregoing minimum vesting requirement: any # awards granted in connection with awards that are assumed, converted or substituted pursuant to [Section 22(a)] of this Plan; # shares of Common Stock delivered in lieu of fully vested cash obligations; # awards to non-employee Directors that vest on the earlier of the one-year anniversary of the applicable Date of Grant and the next annual meeting of Stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting of Stockholders; and # any additional awards the Committee may grant, up to a maximum of five percent (5%) of the available share reserve authorized for issuance under the Plan pursuant to [Section 3(a)(i)] (subject to adjustment under [Section 11]). Nothing in this [Section 3(e)] or otherwise in this Plan, however, shall preclude the Committee, in is sole discretion, from # providing for continued vesting or accelerated vesting for any award under this Plan upon certain events, including in connection with or following a Participant’s retirement, death, disability, or termination of employment or service or a Change in Control, or # exercising its authority under [Section 18(c)] at any time following the grant of an award.

Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce the Fronting Exposure of any Issuing Lender shall no longer be required to be held as Cash Collateral pursuant to this [Section 5.14] following # the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or # the determination by the Administrative Agent, the Issuing Lenders that there exists excess Cash Collateral; provided that, subject to [Section 5.15], the Person providing Cash Collateral, the Issuing Lenders may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations; and provided further that to the extent that such Cash Collateral was provided by the Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

Share Ownership Requirement. Grantee understands and acknowledges that Grantee is expected to adhere to Share ownership and Share retention requirements in connection with Awards granted under the Plan, including the Restricted Stock. As of the Grant Date, the Share ownership requirement is stated as a multiple of Grantee’s annual cash retainer for service on the Board and mandates that Grantee own a number of Shares with a value equal to the applicable multiple of such annual cash retainer. Grantee’s Restricted Stock count toward satisfying Grantee’s Share ownership requirement beginning at the Grant Date.

Minimum Vesting Requirement. Except in the case of death, disability, involuntary termination, Retirement or a Change in Control, in no event shall the vesting schedule of an Award provide that any portion of such Award will vest prior to the first anniversary of the grant date; provided, however, that up to an aggregate of 5% of the maximum number shares of Stock that may be delivered to Participants and their beneficiaries under the Plan may be issued without regard to the foregoing requirements.

General Release Requirement. Notwithstanding anything herein to the contrary, it will be a condition to Executive's right to receive the amounts provided for in [Section 6.1], [Section 6.2] and [Section 7.1], that Executive timely execute and deliver to the Company, a general release provided by and acceptable to the Company within twenty-one (21) days of its delivery to Executive (or such longer period as may be required under the Age Discrimination in Employment Act of 1967, as amended), without subsequent revocation of the general release. Upon satisfaction of the general release condition, the payment of the severance benefits will commence as provided in [Section 6.1], [Section 6.2] and [Section 7.1] or as applicable as provided in this Agreement.

Continuous Service Requirement. In order to earn any Shares, the ​ must be continuously providing Service from the Grant Date to the end of the Performance Period, except as described in this Section and [Section 5]. Even if the ​ is not continuously providing Service through the end of the Performance Period, upon the occurrence of one of the events specified in [Sections 4(a) through 4(d)], the Shares that are earned during the Performance Period, if any, shall vest and be paid out as provided in [Section 9], in accordance with and subject to any restrictions set forth in this Agreement, the Plan or any Release Agreement that the ​ may be required to enter pursuant to this Section or [Section 5]. “Release Agreement” means an agreement containing a release of claims, a covenant not to engage in competitive employment, and/or other provisions deemed appropriate by the Committee in its sole discretion.

Minimum Extension Requirement. If (and only if) the total of the Commitments of the Lenders that have agreed so to extend their Current Maturity Date (each, an “Extending Lender”) shall be more than fifty percent (50%) of the Aggregate Commitments in effect immediately prior to the applicable Anniversary Date, then, subject to the satisfaction of the conditions set forth in [Section 2.14(f)], effective as of the applicable Anniversary Date, the Scheduled Maturity Date of each Extending Lender shall be extended to the date falling one year after the Current Maturity Date of each Extending Lender (except that, if such date is not a Business Day, such Scheduled Maturity Date as so extended shall be the immediately preceding Business Day).

Active Change in Control Proposal Period. “Active Change in Control Proposal Period” means any period: