Minimum Vesting Requirement. Notwithstanding any other provision of this Plan (outside of this Section 3(e)) to the contrary, awards granted under this Plan (other than cash-based awards) shall vest no earlier than the first anniversary of the applicable Date of Grant; provided, that the following awards shall not be subject to the foregoing minimum vesting requirement: any # awards granted in connection with awards that are assumed, converted or substituted pursuant to Section 22(a) of this Plan; # shares of Common Stock delivered in lieu of fully vested cash obligations; # awards to non-employee Directors that vest on the earlier of the one-year anniversary of the applicable Date of Grant and the next annual meeting of Stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting of Stockholders; and # any additional awards the Committee may grant, up to a maximum of five percent (5%) of the available share reserve authorized for issuance under the Plan pursuant to Section 3(a)(i) (subject to adjustment under Section 11). Nothing in this Section 3(e) or otherwise in this Plan, however, shall preclude the Committee, in is sole discretion, from # providing for continued vesting or accelerated vesting for any award under this Plan upon certain events, including in connection with or following a Participant’s retirement, death, disability, or termination of employment or service or a Change in Control, or # exercising its authority under Section 18(c) at any time following the grant of an award.

Minimum Vesting Requirement.Period. Notwithstanding any other provision of thisthe Plan (outside of this Section 3(e)) to the contrary, awardsequity-based Awards granted under thisthe Plan (other than cash-based awards) shall vest no earlier than the first anniversary of the applicable Date of Grant; provided, thatdate the following awards shall not be subject to the foregoing minimum vesting requirement:Award is granted (excluding, for this purpose, any # substitute awards granted in connection with awards that are assumed, converted or substituted pursuant tounder Section 22(a) of this Plan; # shares of Common Stock5(d), (ii) Shares delivered in lieu of fully vested cash obligations;Awards and # awardsAwards to non-employeeOutside Directors that vest on the earlier of the one-one year anniversary of the applicable Datedate of Grant andgrant or the next annual meeting of Stockholdersstockholders which is at least 50 weeks after the immediately preceding year’s annual meeting of Stockholders; and # any additional awardsmeeting); provided, that, the Committee may grant, upgrant equity-based Awards without regard to the foregoing minimum vesting requirement with respect to a maximum of five percent (5%) of the available share reserve authorized for issuance under the Plan pursuant toShare limitation set forth in Section 3(5(a)(i) (subject to adjustment under Section 11). Nothing in this Section 3(e)12); and, provided further, for the avoidance of doubt, that the foregoing restriction does not apply to the Committee’s discretion to provide for accelerated exercisability or otherwise in this Plan, however, shall preclude the Committee, in is sole discretion, from # providing for continued vesting or accelerated vesting forof any award under this Plan upon certain events,Award, including in connection with or following a Participant’scases of retirement, death, disability, or termination of employment or serviceDisability or a Change in Control, in the terms of the Award or # exercising its authority under Section 18(c) at any time following the grant of an award.otherwise.

Minimum Vesting Requirement. Notwithstanding any other provision of thisthe Plan (outsideto the contrary and subject to the remaining terms of this Section 3(e)) to the contrary, awardsclause (ii), any Awards granted under the Plan that settle in shares of Common Stock (excluding, for this Plan (other than cash-based awards)purpose, any Substitute Awards) shall vest no earlier than the first anniversary of the applicable Datedate of Grant;grant for such Award; provided, however, that the following awards shall not be subjectCommittee may grant Awards without regard to the foregoing minimum vesting requirement: any # awards granted in connectionrequirement with awards that are assumed, converted or substituted pursuantrespect to Section 22(a)a maximum of this Plan; #5% of the shares of Common Stock deliveredsubject to the Share Pool (which such Share Pool may be increased from time to time in lieuaccordance with the Plan). For purposes of fully vested cash obligations; # awardsAwards to non-employee Directors thatdirectors, such Award will be deemed to vest no earlier than the first anniversary of the date of grant of the Award if such Award vests on the earlier of # the one-year anniversarydate of the applicable Date of Grant and the next annual meeting of Stockholders whichstockholders (which date is at least 50 weeks after the immediately preceding year’s annual meeting of Stockholders;stockholders) and # any additional awards the Committee may grant, up to a maximum of five percent (5%)first anniversary of the available share reserve authorizeddate of grant. For the avoidance of doubt, this [Section 5(a)(ii)] shall not be construed to limit the Committee’s discretion to provide for issuance under the Plan pursuantaccelerated exercisability or vesting of an Award, or to Section 3(a)(i) (subjectdeem an Award to adjustment under Section 11). Nothing in this Section 3(e) or otherwise in this Plan, however, shall preclude the Committee, in is sole discretion, from # providing for continued vesting or accelerated vesting for any award under this Plan upon certain events,be earned, including in connection with or following a Participant’scases of death, Disability, retirement, death, disability, or termination of employment or servicewithout Cause or a Change in Control, or # exercising its authority under Section 18(c) at any time following the grant of an award.Control.

Minimum Vesting Requirement. Notwithstanding any other provision of thisthe Plan (outside of this Section 3(e)) to the contrary, awardsstock-based Awards granted under thisthe Plan (other than cash-based awards) shall vest no earlier than the first anniversary of the applicable Date of Grant; provided,date the Award is granted; provided that the following awardsAwards shall not be subject to the foregoing minimum vesting requirement: any # awardssubstitute Awards granted in connection with awards that are assumed, converted or substituted pursuant to Section 22(a) of this Plan; # shares of Common Stock[Section 4(D), (ii)])] Shares delivered in lieu of fully fully-vested cash obligations; # awards to non-employee Directors that vest on the earlier of the one-year anniversary of the applicable Date of Grant and the next annual meeting of Stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting of Stockholders;Awards, and # any additional awardsAwards the Committee may grant, up to a maximum of five percent (5%) of the available share reserve authorized for issuance under the Plan pursuant to Section 3(a)(i)4(A) (subject to adjustment under Section 11). Nothing[Section 4(B)]; and, provided, further, that the foregoing restriction does not apply to accelerated exercisability or vesting of any Award in this Section 3(e) or otherwise in this Plan, however, shall preclude the Committee, in is sole discretion, from # providing for continued vesting or accelerated vesting for any award under this Plan upon certain events, including in connection with or following a Participant’s retirement,cases of death, disability, or termination of employment or serviceDisability or a Change in Control, or # exercising its authority under Section 18(c) at any time following the grant of an award.Control.

Minimum Vesting Requirement. Notwithstanding any other provision of thisthe Plan (outside of this Section 3(e)) to the contrary, awardsany Award granted under thisthe Plan (other than cash-based awards) shall vest no earlier than the first anniversary of the applicableGrant Date of Grant;such Award; provided, that the following awardsAwards shall not be subject to the foregoing minimum vesting requirement: any # awards granted in connection with awards that are assumed, converted or substituted pursuant to Section 22(a) of this Plan;Substitute Awards; # shares of Common Stock delivered in lieu of fully vested cash obligations; # awards to non-employee Directors that vest on the earlier of the one-year anniversary of the applicable Date of Grant and the next annual meeting of Stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting of Stockholders; and # any additional awardsAwards the Committee may grant, up to a maximum of five percent (5%) of the available share reserveshares of Stock authorized for issuance under the Plan pursuant to Section 3(a)(i)4.1 (subject to adjustment underpursuant to Section 11). Nothing in this Section 3(e)17); and, provided further that the foregoing restriction shall not apply to the Committee’s discretion to provide for accelerated exercisability or otherwise in this Plan, however, shall preclude the Committee, in is sole discretion, from # providing for continued vesting or accelerated vesting forof any award under this Plan upon certain events,Award, including in connection with or following a Participant’scases of retirement, death, disability, or termination of employment or serviceDisability or a Change in Control, pursuant to the terms of the applicable Award Agreement, or # exercising its authority underotherwise. For purposes of this Section 18(c) at any time following6.3, “accelerated exercisability or vesting” shall mean the grantimmediate and permanent vesting of an award.Award without further conditions or restrictions, and shall not include the continued vesting of an unvested Award.

Minimum Vesting Requirement.Requirements. Notwithstanding any other provision of this Plan (outside of this Section 3(e))anything to the contrary, awards granted under this Plan (other than cash-based awards)contrary herein, and subject to Section 7(f), no portion of any Award shall vest no earlierin less than one year following the first anniversarydate of grant. For the avoidance of doubt, such minimum vesting requirements shall not apply in the event of # the Participant’s death or disability, # a Change in Control (subject to the requirements of Section 7(f)) and # the Committee granting Awards that are not subject to such minimum vesting requirements with respect to 5 percent or less of the applicable Date of Grant; provided, that the following awards shall not be subject to the foregoing minimum vesting requirement: any # awards granted in connection with awards that are assumed, converted or substituted pursuant to Section 22(a) of this Plan; # shares of Common Stock delivered in lieu of fully vested cash obligations; # awards to non-employee Directors that vest on the earlier of the one-year anniversary of the applicable Date of Grant and the next annual meeting of Stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting of Stockholders; and # any additional awards the Committee may grant, up to a maximum of five percent (5%) of theShares available share reserve authorized for issuance under the Plan (as set forth in Section 4(a)), as may be adjusted pursuant to Section 3(a)(i) (subject to adjustment under Section 11)4(c). Nothing in this Section 3(e) or otherwise in this Plan, however, shall preclude the Committee, in is sole discretion, from # providing for continued vesting or accelerated vesting for any award under this Plan upon certain events, including in connection with or following a Participant’s retirement, death, disability, or termination of employment or service or a Change in Control, or # exercising its authority under Section 18(c) at any time following the grant of an award.

Notwithstanding anything in the Plan to the contrary: (a) the Committee may grant Awards covering up to five percent (5%) of the Shares available for issuance pursuant to [Section 2.1] of the Plan, without regard to the minimum vesting requirements of [Sections 5.5, 6.5, 7.3(a), 8.3, and 9.1]1]1]1]1] of the Plan (the “Minimum Vesting Requirements”); (b) the Minimum Vesting Requirement. Notwithstanding any other provision of this Plan (outside of this Section 3(e)) to the contrary, awards granted under this Plan (other than cash-based awards) shall vest no earlier than the first anniversary of the applicable Date of Grant; provided, that the following awardsRequirements shall not be subjectrequired to apply as the foregoing minimum vesting requirement: any # awards grantedCommittee may determine or permit in connection with awards that are assumed, converted or substituted pursuant to Section 22(a) of this Plan; # shares of Common Stock delivered in lieu of fully vested cash obligations; # awards to non-employee Directors that vest on the earliercase of the one-death or Disability of a Participant, a Participant’s termination due to Retirement or a Participant’s termination without Cause or resignation for Good Reason; (c) for purposes of Awards to Non-Employee Directors, the vesting period will be deemed to be one (1) year anniversaryif such vesting period runs from the date of one annual meeting of shareholders of the applicable Date of Grant andCompany to the next annual meeting of Stockholders which isshareholders of the Company; provided that, such annual meetings are at least 50fifty (50) weeks after the immediately preceding year’s annual meeting of Stockholders; and # any additional awards the Committee may grant, up to a maximum of five percent (5%) of the available share reserve authorized for issuance under the Plan pursuant to Section 3(a)(i) (subject to adjustment under Section 11). Nothing in this Section 3(e) or otherwise in this Plan, however, shall preclude the Committee, in is sole discretion, from # providing for continued vesting or accelerated vesting for any award under this Plan upon certain events, including in connection with or following a Participant’s retirement, death, disability, or termination of employment or service or a Change in Control, or # exercising its authority under Section 18(c) at any time following the grant of an award.apart.