Minimum Vesting Requirement. Except in the case of death, disability, involuntary termination, Retirement or a Change in Control, in no event shall the vesting schedule of an Award provide that any portion of such Award will vest prior to the first anniversary of the grant date; provided, however, that up to an aggregate of 5% of the maximum number shares of Stock that may be delivered to Participants and their beneficiaries under the Plan may be issued without regard to the foregoing requirements.

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. Options may be made subject to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or Performance Goals as shall be established by the Committee and set forth in the Award Agreement evidencing such Award; provided, however, that in no event shall any issuance of Options under the Plan be subject to a Service vesting requirement of less than one (1) year. Notwithstanding the foregoing, the Committee may, in its sole discretion, accelerate the vesting of any Options granted under the Plan.

Minimum Extension Requirement. If (and only if) the total of the Commitments of the ​ that have agreed so to extend their Maturity Date (each, an “Extending Lender”) and the additional Commitments of the Additional Commitment ​ shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the applicable anniversary of the Closing Date, then, effective as of such anniversary of the Closing Date, the Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling one year after the then effective Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement.

Minimum Stock Ownership Requirement. In an effort to more closely align the interests of our directors and senior management with those of our stockholders, each director and senior officer will be required to meet the following minimum stock ownership requirements: # each director shall own at least 100,000 shares of Scio Diamond stock; # our chief executive officer shall own at least 400,000 (four hundred thousand) shares of Scio Diamond stock. Our directors shall have five years from the date they became a director of Scio Diamond to come into compliance with these ownership requirements. Our chief executive officer shall have five years from the later of # ​ or # the date they assumed such roles at Scio Diamond to come into compliance with these ownership requirements. Scio Diamond advisors who don't receive annual equity grants are exempt from the minimum ownership requirements set forth above. Compliance with the minimum stock ownership level will be determined on the date when the grace period set forth above expires, and annually on each December 31 thereafter.

Minimum Vesting Period. The vesting period for each Award granted under the Plan, other than an Excepted Award (as defined below), must be at least equal to the Minimum Vesting Period; provided, however, nothing in this [Section 2(g)] shall limit the Administrator’s authority to accelerate the vesting of Awards as set forth in [Section 2(b)(v)] above; and, provided further, notwithstanding the foregoing, # up to 5% of the shares of Stock authorized for issuance under the Plan may be utilized for Unrestricted Stock Awards or other Awards with a vesting period that is less than the Minimum Vesting Period, # Awards may be granted as substitute Awards in replacement of other Awards (or awards previously granted by an entity being acquired (or assets of which are being acquired)) that were scheduled to vest within the Minimum Vesting Period or # Awards may be granted in connection with an elective deferral of cash compensation that, absent a deferral election, otherwise would have been paid to the grantee within the Minimum Vesting Period (each such Award, an “Excepted Award”).

Notification Requirement. During the term of the Participant's employment with the Corporation or any Affiliate and for the period of two (2) years following termination of the Participant’s employment with the Corporation or an Affiliate, the Participant agrees to notify the Corporation in writing prior to accepting new employment, or engaging in any other activity which may violate this Award Agreement, and the Participant agrees to provide in such notice information concerning the anticipated new employment or activity, including, but not limited to: name of new employer; address of new employer; name of new team leader; job title; and scope and responsibilities of the new position. The Participant recognizes that such duty of notification is not affected by the Participant’s belief that such employment may perhaps not violate this Award Agreement or otherwise be unfairly competitive with the Corporation or an Affiliate. The Participant’s written notice should be addressed to the Corporation's General Counsel with subject line Non-Competition Agreement, via email to ​.

Employment Requirement. The Option is not subject to any employment requirement.

Service Requirement. Notwithstanding [(a) and (b) above], the Employee must be employed on the last U.S. business day of the Performance Period in order to be credited with any PARSUs.

Audit Requirement. YourSpace shall use commercially reasonable efforts to undertake an audit of its financial statements to be included in the Company’s SEC Reports to be filed with the SEC after the Closing Date in accordance with the rules and regulations promulgated by the SEC (the “Audit Deadline”). The Company and YourSpace shall act in good faith and take such further assurances as are necessary to comply with the requirements set forth in this Section to meet the Audit Deadline.