Common Stock Subject Ownership Guidelines. The Participant acknowledges, understands and agrees that any Common Stock delivered to the Participant (or registered in the Participant’s name) pursuant to this Agreement shall be subject to the Common Stock ownership guidelines as adopted by the Committee and in effect from time to time, and that the Participant may be required to hold such Common Stock until the Participant has met the requirements of such ownership guidelines. The Participant further acknowledges, understands and agrees that the Committee retains the right to modify the Company’s Common Stock ownership guidelines at any time.

Issuance of Common Stock Equivalents. If the Company in any manner issues or sells any Common Stock Equivalents (other than Common Stock Equivalents that qualify as Exempt Issuances) and the lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Common Stock Equivalents for such price per share. For the purposes of this Section 3(e)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof” shall be equal to # the lower of # the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one share of Common Stock upon the issuance or sale of the Common Stock Equivalent and upon conversion, exercise or exchange of such Common Stock Equivalent and # the lowest conversion price set forth in such Common Stock Equivalent for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof minus # the sum of all amounts paid or payable to the holder of such Common Stock Equivalent (or any other Person) upon the issuance or sale of such Common Stock Equivalent plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Common Stock Equivalent (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Common Stock Equivalents, and if any such issue or sale of such Common Stock Equivalents is made upon exercise of any options for which adjustment of this Note has been or is to be made pursuant to other provisions of this Section 3(e), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issue or sale.

“Available Shares” means the Commitment Amount, which amount shall be reduced by the Purchase Shares each time ​ purchases such shares of Common Stock pursuant to Section 2 hereof.

"Registrable Securities" means all of the Put Shares which have been, or which may, from time to time be issued, including without limitation all of the shares of common stock which have been issued or will be issued to the Investor under the Purchase Agreement (without regard to any limitation or restriction on purchases), and any and all shares of capital stock issued or issuable with respect to the Put Shares and shares of common stock issued to the Investor as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitation on purchases under the Purchase Agreement.

You will have the opportunity to enroll in the Company’s Employee Stock Purchase Plan (ESPP), which provides for the purchase of shares of Acadia common stock through payroll deductions. The ESPP currently provides for twice-annual purchases in May and November.

Initial Purchase; Commencement of Purchases of Common Stock. Immediately upon Commencement (as defined below), the Buyer shall purchase from the Company 1,428,571 Purchase Shares and upon receipt of such Purchase Shares shall pay to the Company as the purchase price therefor, via wire transfer, Two Million Dollars ($2,000,000) (such purchase the “Initial Purchase” and such Purchase Shares are referred to herein as “Initial Purchase Shares”). Upon issuance and payment therefor as provided herein, such Initial Purchase Shares shall be validly issued and fully paid and non-assessable. Thereafter, 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”).

Commencement of Work. At least ten (10) days prior to the commencement of construction of the Tenant Improvements, or the delivery of any construction materials to the Premises, whichever is earlier, Tenant shall submit to Landlord a notice specifying the date Tenant will commence construction of the Tenant Improvements, the estimated date of completion of the Tenant Improvements, and the construction schedule for the Tenant Improvements provided by Tenant’s Contractor, setting forth the projected date of completion of such phase of the Tenant Improvements and showing critical time deadlines for construction milestones with respect to each major component or trade. In addition, prior to the commencement of construction of the Tenant Improvements, or the delivery of any construction materials to the Premises, whichever is earlier, Tenant shall submit to Landlord the following: # all Permits required to commence construction of the Tenant Improvements; # a copy of the executed contracts with Tenant’s Contractor and Major Subcontractors; # a detailed breakdown of the schedule of values, by trade, of the final costs that will be or have been incurred, in connection with the performance of the Tenant Improvement Work and that form the basis for the amount of the contracts (the “Final Costs”); and # certificates of all policies of insurance, or original certificates thereof executed by an authorized agent of the insurer or insurers, confirming to Landlord’s reasonable satisfaction compliance with the insurance requirements of this Agreement. Tenant shall be responsible for all costs associated with the Tenant Improvement Work, including the costs of the Permitted Allowance Items, to the extent the same exceed the aggregate amount that Landlord is required to disburse for such purpose pursuant to this Agreement.

Commencement of Payments. Payments, or entitlement to begin receiving them, will commence after the Company has received a valid unrevoked Release from the Officer and his or her right to revoke the Release has expired and, if applicable, the Officer has executed an agreement implementing the terms of the Officer’s right to receive payments under this Plan. Except as provided under Section 3.3(e), Payments shall commence as of the date specified in the documentation provided to the Officer at the time of Separation from Service, but not later than ninety (90) days following the date of the Officer’s Separation from Service.

Only an Eligible Employee may become a Member of the Plan. Any other individual is excluded from becoming a Member until such time as he becomes an Eligible Employee. An Eligible Employee may elect to become a Member as soon as reasonably practicable as of or after the date he becomes an Employee, provided that he is then an Eligible Employee. An Eligible Employee who does not elect to become a Member when he is first eligible to do so may elect to become such a Member at any time thereafter.

Supplemental Benefit Commencement. Payment of the benefits described in Section 5 of this Agreement shall commence as soon as administratively practicable following Executive’s Date of Termination under the Employment Agreement (but in any event shall be paid in the same calendar year in which such Date of Termination occurs); provided, however, that any benefit payable under this Agreement shall comply with the following restrictions: