non-cash compensation charges or other non-cash expenses or charges arising from the grant of or issuance or re-pricing of stock, stock options or other equity-based awards to the directors, officers and employees of the [[Organization A:Organization]] and Subsidiaries will be excluded;

Section # Cancellation of Performance Units/Shares. On the date set forth in the applicable Award Agreement, all Performance Units or Performance Shares that have not been earned or vested shall be forfeited and thereafter shall be available for the grant of new Awards.

Letter to NEOs re. Omnibus Plan Awards

Re: Accelerated Vesting Terms of Equity Awards

Debt Cancellation. ​ shall not cancel or otherwise forgive or release any claim or debt (other than termination of Leases, and then only to the extent permitted in accordance herewith) owed to ​ by any Person, except for adequate consideration and in the ordinary course of ​’s business.

SHARE CANCELLATION. Immediately prior to the Effective Time, and contingent upon the consummation of the Merger, all of the 9,950,000 shares of common stock of [[Organization A:Organization]] in [[Star Vending:Organization]] shall be cancelled in exchange for and in consideration of the rights acquired by [[Organization A:Organization]] in the Agreement and Plan of Merger through this Agreement, and such shares shall be of no further force and effect.

Cancellation Fee. If the ​ at any time notifies ​ in writing that the ​ is canceling the closing of the purchase and sale of any Accepted Note, or if ​ notifies the ​ in writing under the circumstances set forth in the last sentence of [Section 2(f)] or the penultimate sentence of Section 3.2 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being the “Cancellation Date”), the ​ will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) calculated as follows:

Automatic Re-enrollment. The payroll deduction rate or amount, as applicable, selected by the Participant for an Offering shall remain in effect for subsequent Offerings unless the Participant timely submits new enrollment documents to change the Contribution amount for a subsequent Offering Period in accordance with the rules established by the Committee.

No Re-Employment. You agree that your employment relationship with the Company and its affiliates is being permanently and irrevocably severed, and you agree that any failure to re-employ you for any reason will not constitute a discriminatory action and you further covenant and agree not to make any claim or commence any action based upon a failure to re-employ you. The Agreement specifically does not concern, limit or otherwise affect your continuing and ongoing role, duties or compensation as a Member of the GTJ Board of Directors.

The grant of an award under this Program does not constitute or imply a contract of employment and does not in any way limit or restrict the ability of the employer to terminate the grantee’s employment, with or without cause, even if such termination results in the expiration, cancellation, or forfeiture of outstanding awards.