“Vesting Service” shall mean # for an Employee with no Reemployment Commencement Date, the period (calculated in years and daily fractions thereof) commencing with the Employee’s Employment Commencement Date and ending upon the date of the Employee’s Separation from Service, and # for an Employee with a Reemployment Commencement Date, the aggregate of # the period commencing with the Employee’s most recent Reemployment Commencement Date plus # the Vesting Service as defined in the Savings Plan for time periods prior to such Reemployment Commencement Date.

Abatement Period: the period beginning on the Lease Commencement Date and ending on the Rent Commencement Date.

Rent Commencement Date: the earlier of # July 1, 2020 or # the date that is eighteen (18) months after the Lease Commencement Date.

Proposed Sublease Commencement Date: the anticipated commencement date of the proposed assignment, subletting or other transaction by Tenant.

Death Benefit Prior to Commencement If a Participant dies before his or her Benefit Commencement Date, a death benefit shall be paid to the Participant's Eligible Spouse or, if none, the Participant's Designated Beneficiary only if the Participant's Eligible Spouse or Designated Beneficiary would have been eligible for a death benefit under [Section 42] of the Qualified Plan, or any successor provision If the Participant's Eligible Spouse or Designated Beneficiary is eligible for a death benefit under this Plan, the amount of such death benefit and the commencement of any such benefit shall be as set forth in this Section 4.1.

Form and Commencement of Benefit The Death Benefit payable under this Article 4 will be paid for a period of 120 months and the first payment shall be made within 90 days of the Participant's death.

Restriction on Commencement of Distributions. Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a Specified Employee at the time of Separation from Service, the provisions of this Section shall govern all distributions hereunder. Distributions which would otherwise be made to the Executive due to Separation from Service shall not be made during the first six (6) months following Separation from Service. Rather, any distribution which would otherwise be paid to the Executive during such period shall be accumulated and paid to the Executive in a lump sum on the first day of the seventh month following Separation from Service, or if earlier, upon the Executive’s death. All subsequent distributions shall be paid as they would have had this Section not applied.

Term. The term of this Sublease (the “Term”) shall commence on January 1, 2017, or upon such later date as substantial completion of the Tenant Improvements occurs, both subject to Sublandlord obtaining a Certificate of Occupancy or equivalent government approval for occupancy of the Premises (the “Commencement Date”) and shall expire on the last day of the thirty-sixth (36th) full calendar month following the Commencement Date (the “Expiration Date”). The date this Sublease actually terminates is referred to herein as the “Termination Date”. Promptly after the determination of the Commencement Date, Sublandlord and Subtenant shall execute and deliver a commencement letter in a form prepared by Sublandlord (the “Commencement Letter”) in the form attached as Exhibit C. Subtenant’s failure to execute and return the Commencement Letter, or to provide written objection to the statements contained in the Commencement Letter, within 10 days after the date of receipt the Commencement Letter shall be deemed an approval by Subtenant of the statements contained therein.

This option will become exercisable (“vest”) as to 25% of the original number of Shares on the first anniversary of the Vesting Commencement Date (as defined below) and as to an additional 6.25% of the original number of Shares at the end of each successive quarter following the first anniversary of the Vesting Commencement Date until the fourth anniversary of the Vesting Commencement Date. On the fourth anniversary of the Vesting Commencement Date, this option will be exercisable as to all Shares. For purposes of this Agreement, “Vesting Commencement Date” shall mean ​.

Commencement of Purchases of Common Stock. After the Commencement Date (as defined below), the purchase and sale of Purchase Shares hereunder shall occur from time to time upon written notices by the Company to the Buyer on the terms and conditions as set forth herein following the satisfaction of the conditions (the “Commencement”) as set forth in Sections 6 and 7 below (the date of satisfaction of such conditions, the “Commencement Date”).