Early Involuntary Termination Benefit. If Early Involuntary Termination occurs, the Employer shall pay the Executive the Deferral Account balance at Separation from Service, plus an additional amount equal to the Contributions remaining to be made in accordance with [Article 2]. This benefit shall be paid in quarterly installments between 2 years and 10 years, at the selection of the Executive, and shall commence the first day of the immediately subsequent quarter following Separation from Service. During the payment period, interest shall be credited on the unpaid portion of the benefit as described in [Section 3.1(b)(ii)]. The quarterly payments shall be amortized in such a way so as to produce equal payments over the remaining payment period. This will require quarterly reamortization for changes in the Crediting Rate.

Early Termination by Borrowers. Borrowers have the option, at any time upon not less than ten (10) Business Days prior written notice to Agent (or such shorter period as Agent may agree in its discretion), to terminate this Agreement and terminate the Commitments hereunder by repaying to Agent all of the Obligations in full. The foregoing notwithstanding, # Borrowers may condition any such termination notice on the happening or occurrence of an event, and may rescind any such termination notice if such event does not happen or occur on or before the date of the proposed termination (in which case, a new notice shall be required to be sent in connection with any subsequent termination), and # Borrowers may extend the date of termination specified in any such notice at any time; provided that an extension of more than ten (10) days shall require the consent of Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

“Early Termination Date” means the date of an Early Termination Notice for purposes of determining the Early Termination Payment.

Early Termination Prior to Expiration. If the employment of an optionee with the Company or its Affiliates terminates for any reason, all unexercised Stock Appreciation Rights may be exercised only in accordance with rules established by the Committee or as specified in the relevant agreement evidencing such Stock Appreciation Rights. Such rules may provide, as the Committee deems appropriate, for the expiration, continuation (but only to the originally scheduled expiration date), or acceleration of the vesting of all or part of such Stock Appreciation Rights.

Amount of Early Termination Benefit. [Section 2.2.1] of the Agreement shall be amended in its entirety as follows.

Early Unwind. In the event the sale by [[Organization B:Organization]] of the [Base Convertible Securities]53[Optional Convertible Securities]54 is not consummated pursuant to the Purchase Agreement for any reason by the close of business in New York on ​, 202355 (or such later date as agreed upon by the parties) (​, 2023 or such later date being the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and the Transaction and all of the respective rights and obligations of [[Organization A:Organization]] and [[Organization B:Organization]] hereunder shall be cancelled and terminated. Following such termination and cancellation, each party shall be released and discharged by the other party from, and agrees not to make any claim against the other party with respect to, any obligations or liabilities of either party arising out of, and to be performed in connection with, the Transaction either prior to or after the Early Unwind Date. [[Organization A:Organization]] and [[Organization B:Organization]] represent and acknowledge to the other that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Exercisability. The Administrator may provide in the terms of a Holder’s Option Agreement that the Holder may, at any time before the Holder’s status as a Service Provider terminates, exercise the Option in whole or in part prior to the full vesting of the Option; provided, however, that subject to Section 19 hereof, Shares acquired upon exercise of an Option which has not fully vested may be subject to any forfeiture, transfer or other restrictions as the Administrator may determine in its sole discretion.

Early Access. Provided the same does not interfere with completion of the Tenant Improvements, as reasonably determined by Sublandlord, Subtenant may, up to twenty-eight (28) days prior to the Commencement Date, enter the Sublet Portion for the sole and exclusive purpose of installing its furniture, equipment and other personal property. Notwithstanding the foregoing, # such entry shall be subject to the terms and conditions of this Sublease, provided that Subtenant shall not be required to pay Base Rent, Expenses or the Subtenant TI Cost Reimbursement for any entry or possession during such period before the Commencement Date, except for the cost of services requested by Subtenant (e.g. after hours HVAC service); # Subtenant shall not conduct its business from the Sublet Portion during the period of such entry, # such entry shall be subject to such rules and regulations as Master Landlord and Sublandlord may reasonably promulgate and Subtenant shall ensure that any architect, engineer, designer, contractor and workman employed by Subtenant observes such rules, and prior to commencement of any work in the Sublet Portion, makes appropriate arrangements with Sublandlord, particularly with respect to: material and equipment storage; time and place of deliveries; hours of work and coordination of work; power, heating and washroom facilities; scheduling; security; and clean-up; and # any such entry shall be at Subtenant’s risk and Sublandlord shall have no liability for any loss, damage or injury to Subtenant’s personal property, equipment, employees or agents which may be on or about the Sublet Portion during the period of such entry and, except for any injury to Subtenant’s employees or agents to the extent caused the negligence or willful misconduct of Sublandlord, Subtenant hereby releases Sublandlord from any claim with respect thereto from whatever cause.

to all amounts payable to the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of the TRA Party; provided, however, that # this Agreement shall only terminate pursuant to this [Section 4.1(a)] upon the receipt in full of the Early Termination Payment by the TRA Parties, # the Corporation shall deliver an Early Termination Notice only if it is able to make all required Early Termination Payments under this Agreement, and # the Corporation may withdraw any notice to execute its termination rights under this [Section 4.1(a)] prior to the time at which any Early Termination Payment has been paid.

“Early Termination Payment” in respect of a TRA Party shall equal # the present value, discounted at the Early Termination Rate, as of the date of the Early Termination Notice, of all Tax Benefit Payments in respect of such TRA Party that would be required to be paid by the Corporation beginning from the date of the Early Termination Notice and assuming that the Valuation Assumptions in respect of such TRA Party are applied and that each such Tax Benefit Payment for each relevant Taxable Year would be paid on the due date (including extensions) under applicable law as of the Early Termination Date for filing of IRS Form 1120 (or any successor form) of the Corporation for each such Taxable Year, plus # any Tax Benefit Payment due and payable with respect to such TRA Party that is unpaid as of the date of the Early Termination Notice.