Vesting of Stock Options. The Committee shall, in its discretion, prescribe the time or times at which, or the conditions upon which, a Stock Option or portion of a Stock Option shall become vested and/or exercisable, and may accelerate the vesting or exercisability of any Stock Option at any time. The requirements for vesting and exercisability of a Stock Option may be based on the continued employment of a Participant with the Company or a Subsidiary of the Company for a specified period (or periods) or on the attainment of performance goals established by the Committee in its sole discretion.

Each Option under this Section 7 shall state the time or times at which all or part thereof becomes exercisable, subject to the following restrictions.

Acknowledgement Regarding Amendment of Plans and Stock Option Grant Agreement. The Company and the Insider hereby acknowledge and agree that the Insider’s stock option grant agreements are being amended by this Agreement, and the terms of any Option granted under a Plan, as held by the Insider, are being modified by this Agreement to, subject to [Section 3(c), (x)])] remove all references to an expiration of the exercisability of Options within a special, delineated time period following the termination of service to or employment by the Company, and # provide that all vested Options are exercisable by the Insider until default expiration under the applicable Plan (i.e., ten (10) years from the date of grant). In the event this Agreement is terminated pursuant to [Section 4(f)], the limitations on exercise contemplated by [clauses (i) through (v) of Section 3(c)] shall terminate, but the exercisability of the Insider’s vested Options until default expiration under the applicable Plan and stock option agreement (i.e., ten (10) years from the date of grant) shall survive indefinitely.

If any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the “beneficial owner” (as referred in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities in one or more transactions, and the Board of Directors does not authorize or otherwise approve such acquisition, then the dates on which the Option becomes exercisable shall be accelerated and the Option will immediately and entirely vest, and the Holder will have the immediate right to purchase and/or receive any and all Common Stock subject to the Option on the terms set forth in this Agreement and Plan.

Vesting, Exercisability and Expiration. The Interests that are the subject of this Option Agreement shall vest upon the Effective Date and are exercisable respectively for a period of eighteen months, until January 19, 2019. All interests purchased pursuant to the Agreement will bear a Rule 144 restrictive legend and shall be Restricted Common Stock within the meaning of Rule 144 of the Securities Act, as that term is defined in Title 17 Part ​ of the Federal Code of Regulations. As such, the interests may not be resold in the public markets or transferred unless Company registers them under Section 5 of the Securities Act, or has received an opinion of counsel reasonably satisfactory to Company that such resale or transfer is exempt from the registration requirements of the Securities Act.

Initial Options. Each Non-Employee Director who is initially elected or appointed to the Board shall receive the Initial Option on the date of such initial election or appointment. No Non-Employee Director shall be granted more than one Initial Option.

Initial Options. Each Initial Option shall vest and become exercisable in thirty-six (36) substantially equal monthly installments following the date of grant, such that the Initial Option shall be fully vested on the third anniversary of the date of grant, subject to the Non-Employee Director continuing in service as a Non-Employee Director through each such vesting date.

Elective Options. Each Elective Option shall vest and become exercisable as to 25% of the Shares subject to the Elective Option (each, a “Tranche”) upon the Non-Employee Director completing three months of continuous service as a Non-Employee Director, or in the applicable position, following the Issue Date, provided that the fourth and final Tranche of each Elective Option will vest and become exercisable on the earlier of the first anniversary of the Issue Date or the day immediately prior to the date of the next annual meeting of the Company’s stockholders occurring after the Issue Date. By way of example, if, during a given Service Year, a Non-Employee Director ceases to serve on a committee of the Board for which such Non-Employee Director was granted a Committee Member Retainer Elective Option but continues to serve on the Board as a Non-Employee Director, such Non-Employee Director’s Base Retainer Elective Option will continue to vest and become exercisable while such Non-Employee Director continues to serve as a Non-Employee Director and any portion of such Non-Employee Director’s Committee Member Retainer Elective Option that has not become vested and exercisable on or prior to the date such Non-Employee Director ceases to serve on such committee shall be immediately forfeited on the date such Non-Employee Director ceases to serve on such committee.

Conversion Options. The Company or any Subsidiary Borrower may elect from time to time to convert RFR Loans to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 11:00 A.M., New York City time, on the third Business Day preceding the proposed conversion date. The Company or any Subsidiary Borrower may elect from time to time to convert ABR Loans to RFR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third Business Day preceding the proposed conversion date; provided that no ABR Loan may be converted into an RFR Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender and, the Company and any relevant Subsidiary Borrower.

Stock Options. Any unvested stock options held by the Employee which were granted prior to November 2015 shall become fully vested upon the Separation Date and, along with any vested but unexercised options from such grants, shall expire 5 years after the Separation Date or on the original expiration date of the grant, whichever date occurs first. All stock options granted in November 2015 shall become fully vested upon the Separation Date and be exercisable until December 31, 2019.