Measurement Price. The Board shall establish the measurement price of each SAR and specify it in the applicable SAR agreement. The measurement price shall not be less than 100% of the Fair Market Value on the date the SAR is granted.

Measurement. The rentable area in the Building and the Premises shall be determined in accordance with [Section 1] of Rider 2 to this Lease and from time to time thereafter by the Building’s architect following any material physical change to the Building (with prompt written notice thereof to Tenant). All such measurements shall be in accordance with the 1996 BOMA (ANSI ​ calculation methodology with accompanying guidelines, as modified to reflect the condominium form of ownership.

Measurement Period. The term “Measurement Period” means a period of three consecutive Company fiscal years, or such other period as the Committee designates in writing prior to granting an Award pursuant to the Plan, beginning on the date described in a Participant’s Award; provided, however, that in the event of a Change in Control, the Measurement Period will end on the effective date of the Change in Control.

Measurement Funds. A Participant may elect one or more Measurement Fund(s) to be used to determine the amounts to be credited or debited to his or her Account Balance. If a Participant does not elect any Measurement Funds, the Participant’s Annual Deferral Amount shall be allocated according to the Participant’s most recent election. If a Participant has not previously elected any Measurement Fund, amounts will be credited or debited according to a default Measurement Fund as determined by the Committee, in its sole discretion.

Re-measurement. Upon written request from Tenant received by Landlord within thirty (30) days after the Lease Commencement Date, Landlord shall provide Tenant with a copy of Landlord’s architect’s calculations of the measurement of the Premises and the Commercial/Garage Unit in accordance with the measurement standard set forth in [Section 25.18] of the Lease (“Landlord’s Calculation”). Tenant shall have the right, at Tenant’s sole cost and expense, to have Landlord’s Calculation confirmed (by a licensed architect selected by Tenant) in accordance with the measurement standard set forth in said [Section 25.18]. In the event that the measurement determined by Tenant’s architect (“Tenant’s Calculation”) differs by no more than two percent (2%) (higher or lower) from Landlord’s Calculation, then Landlord’s Calculation shall control. In the event that Tenant’s Calculation differs from Landlord’s Calculation by more than two percent (2%) (higher or lower), then Tenant shall give Landlord written notice thereof (together with a copy of Tenant’s Calculation documentation) not later than thirty (30) days following Tenant’s receipt of Landlord’s Calculation, and Landlord and Tenant, in coordination with their respective architects shall endeavor in good faith to resolve the discrepancy. If Landlord and Tenant are not able to resolve such discrepancy, then Landlord and Tenant (in coordination with their respective architects) shall jointly appoint an independent architect within ten (10) days following a written notice requesting same from either Landlord or Tenant to the other, to resolve such discrepancy. The determination of such independent architect shall be binding on both Landlord and Tenant. If such independent architect determines that the rentable area differs by no more than two percent (2%) (higher or lower) from Landlord’s Calculation, then the fees of such independent architect shall be borne solely by Tenant; otherwise the fees of such independent architect shall be split 50/50. Upon confirmation of the measurement pursuant to this [Section 1] of this Rider 2, by the parties or by the independent architect as applicable, Landlord and Tenant shall promptly enter into an amendment to this Lease modifying such rentable area of the Premises, the Base Rent set forth in [Section 1.9] of the Lease, and all other terms of this Lease that vary by measurement.

“Relevant Measurement Period” means, # in respect of the calculation of the First Put Option Purchase Price, the calendar year ​; # in respect of the calculation of the Second Put Option Purchase Price, the calendar year ​; # in respect of the calculation of the Third Put Option Purchase Price the Third Put Option Measurement Period; # in respect of the calculation of the Call Option Purchase Price, the Call Option Measurement Period; # in respect of the calculation of the Accelerated Put Option Purchase Price, the Accelerated Put Option Measurement Period and # in respect of the calculation of the Annual Accelerated Put Option Purchase Price, the Annual Accelerated Put Option Measurement Period.

The Performance-Based Restricted Stock Units subject to the Stock Price Hurdle vest on the achievement of a price for the Common Stock equal to or exceeding $[] per share calculated using a 20-day volume-weighted average stock price (“VWAP”). The Stock Price Hurdle may be attained at any point during the period beginning on the Grant Date and ending on the 20th trading day following the [] year anniversary of the Grant Date (“Stock Price Performance Measurement Period”). Stock price will be measured using the VWAP during any 20 consecutive trading days during the Stock Price Performance Measurement Period. The Stock Price Performance Measurement Period will be “rolling”, meaning that Stock Price Performance Measurement Periods will overlap (i.e., a new 20 trading day measurement period begins on every trading day).

Limitation on Repricing. Unless such action is approved by the Company’s stockholders, the Company may not (except as provided for under [Section 9]): # amend any outstanding SAR granted under the Plan to provide a measurement price per share that is lower than the then-current measurement price per share of such outstanding SAR, # cancel any outstanding SAR (whether or not granted under the Plan) and grant in substitution therefor new Awards under the Plan covering the same or a different number of shares of Common Stock and having an exercise or measurement price per share lower than the then-current measurement price per share of the cancelled SAR, # cancel in exchange for a cash payment any outstanding SAR with a measurement price per share above the then-current Fair Market Value or # take any other action under the Plan that constitutes a “repricing” within the meaning of the rules of Nasdaq.

Price. Graphite shall pay the Price in accordance with the provisions detailed in Work Orders.

Price. The purchase price per Option Share is set forth below.