Acceptance. The Grantee hereby acknowledges receipt of a copy of the Plan and this Award. The Grantee has read and understands the terms and provisions thereof, and accepts the Restricted Stock subject to all of the terms and conditions of the Plan and this Award. The Grantee acknowledges that there may be adverse tax consequences upon the grant or vesting of the Restricted Stock or disposition of the underlying shares and that the Grantee has been advised to consult a tax advisor prior to such grant, vesting or disposition.

Acceptance. Awards under this Article 8 must be accepted within a period of thirty (30) days (or such shorter period as the Committee may specify at grant) after the Award Date, by executing an Award Agreement and by paying whatever price (if any) the Committee has designated for such shares of Restricted Stock or Restricted Stock Units.

Acceptance. This offer will remain open until November 1, 2020. If you decide to accept our offer, and I hope you will, please sign the enclosed copy of this letter in the space indicated and return it to me. Your signature will acknowledge that you have read and understood and agreed to the terms and conditions of this offer letter and the attached documents, if any. Should you have anything else that you wish to discuss, please do not hesitate to call me.

Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts the Option subject to all of the terms and conditions of the Plan and this Agreement. The Participant acknowledges that there may be adverse tax consequences upon exercise of the Option or disposition of the underlying shares and that the Participant should consult a tax advisor prior to such exercise or disposition.

Acceptance. Within the Acceptance Window with respect to any interest rate quotes provided pursuant to Section 2(e), the ​ may, subject to [Section 2(g)], elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Shelf [[holders of the Notes:Organization]] specified in the related Request for Purchase. Such election shall be made by an Authorized Officer of the ​ notifying ​ by e‑mail, telephone or telecopier within the Acceptance Window that the ​ elects to accept such interest rate quotes, specifying the Shelf [[holders of the Notes:Organization]] (each such Shelf Note being an “Accepted Note”) as to which such acceptance (an “Acceptance”) relates. The day the ​ notifies ​ of an Acceptance with respect to any Accepted [[holders of the Notes:Organization]] is herein called the “Acceptance Day” for such Accepted [[holders of the Notes:Organization]]. Any interest rate quotes as to which ​ does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf [[holders of the Notes:Organization]] hereunder shall be made based on such expired interest rate quotes. Subject to [Section 2(g)] and the other terms and conditions hereof, the ​ agrees to sell to a ​ Party, and ​ agrees to purchase and/or cause the purchase by a ​ Party of, the Accepted [[holders of the Notes:Organization]] at 100% of the principal amount of such [[holders of the Notes:Organization]]. As soon as practicable following the Acceptance Day, the ​, ​ and each ​ Party which is to purchase any such Accepted [[holders of the Notes:Organization]] will execute a confirmation of such Acceptance substantially in the form of [Schedule 2(f)] attached hereto (a “Confirmation of Acceptance”). If the Accepted Note bears a floating interest rate, then the LIBOR Rate Note Margin specified in the Confirmation of Acceptance shall remain constant for the life of such Note. If the ​ should fail to execute and return to ​ within three Business Days following the ​’s receipt thereof a Confirmation of Acceptance with respect to any Accepted [[holders of the Notes:Organization]], ​ may at its election at any time prior to ​’s receipt thereof cancel the closing with respect to such Accepted [[holders of the Notes:Organization]] by so notifying the ​ in writing.

Acceptance. The Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Grantee has read and understands the terms and provisions hereof and thereof, and accepts the PSUs subject to all of the terms and conditions of the Plan and this Agreement. The Grantee acknowledges that there may be adverse tax consequences upon the vesting or settlement of the PSUs or disposition of the underlying shares and that the Grantee has been advised to consult a tax advisor prior to such vesting, settlement or disposition.

Grantee Acceptance. The Grantee shall signify acceptance of the terms and conditions of this Agreement and acknowledge receipt of a copy of the Plan by signing in the space provided below and returning the signed copy to the Company.

Deemed Consents and Cures. For all purposes of this Agreement (including all representations and warranties of Sellers contained in this Agreement), Sellers shall be deemed to have obtained all required consents in respect of the assignment of any Assumed Contract (and any Excluded Contract ultimately becoming an Assumed Contract) if, and to the extent that, pursuant to the Sale Order or other Order of the Bankruptcy Court, Sellers are authorized to assume and assign to Purchaser, and Purchaser is authorized to accept, such Assumed Contracts pursuant to section 365 of the Bankruptcy Code, and any applicable Cure Amount has been satisfied by Purchaser or Sellers as provided in this Agreement. If the consent required to effectuate the assignment of any Assumed Contracts to Purchaser cannot be obtained pursuant to the Sale Order or other Order of the Bankruptcy Court, then the Parties shall endeavor to obtain such consent pursuant to Sections 6.2 and 6.10.

Default Deemed Investment Funds. If any portion of a Deferred Compensation Account remains unallocated among the Deemed Investment Funds, such amount shall be allocated to the default Deemed Investment Fund.

MGEE Deemed Investment Fund. If the MGEE Deemed Investment Fund is available, once any portion of any Deferred Compensation Account is allocated to the MGEE Deemed Investment Fund, such allocation may not be reallocated again to any other Deemed Investment Fund before the Employee incurs a Separation from Service. Upon the Employee’s Separation from Service, the Employee may generally reallocate their Deferred Compensation Account to other Deemed Investment Funds, unless the Employee is, at the time of such reallocation, an “insider” as defined under applicable securities laws and the Committee determines the Employee cannot make such reallocation.