Common use of Stock Award Acceleration Clause in Contracts

Stock Award Acceleration. (i) If Executive’s employment is terminated by the Company without Cause, by Executive for Good Reason, or as a result of Executive’s death or Permanent Disability, the vesting and/or exercisability of each of Executive’s outstanding Stock Awards shall be automatically accelerated on the date of termination as to the number of Stock Awards that would vest over the twelve (12) month period following the date of termination had Executive remained continuously employed by the Company during such period. (ii) The vesting and exercisability of fifty percent (50%) of Executive’s outstanding Stock Awards shall be automatically accelerated on the date of a Change of Control. (iii) If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within three (3) months prior to or twelve (12) months following a Change of Control, the vesting and/or exercisability of any outstanding unvested portions of Executive’s Stock Awards shall be automatically accelerated on the later of (A) the date of termination or (B) the date of the Change of Control. In addition, Executive’s Stock Awards may be exercised by Executive (or Executive’s guardian or legal representative) until the latest of (A) three (3) months after the date of termination, (B) with respect to any portion of the Stock Awards that become exercisable on the date of a Change of Control pursuant to this Section 3(g)(iii), three (3) months after the date of the Change of Control, or (C) such longer period as may be specified in the applicable Stock Award agreement; provided, however, that in no event shall any Stock Award remain exercisable beyond the original outside expiration date of such Stock Award. (iv) The vesting pursuant to clauses (i), (ii) and (iii) of this Section 3(g) shall be cumulative. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.

Stock Award Acceleration. (i) If In the event of a Change in Control, the vesting and exercisability of fifty percent (50%) of Executive’s employment is terminated outstanding unvested Stock Awards shall be automatically accelerated effective immediately prior to the consummation of such Change in Control. (ii) In the event of Executive’s Involuntary Termination or Executive’s Separation from Service by the Company without Cause, by Executive for Good Reason, or as a result reason of Executive’s death or discharge by the Company following Executive’s Permanent Disability, the vesting and/or exercisability of each of Executive’s outstanding unvested Stock Awards shall be automatically accelerated on the date of termination Executive’s Separation from Service as to the number of Stock Awards that would vest over the twelve (12) month period following the date of termination Executive’s Separation from Service had Executive remained continuously employed by the Company during such period. (iiiii) The vesting and exercisability of fifty percent (50%) In the event of Executive’s outstanding Stock Awards shall be automatically accelerated on the date of a Change of Control. (iii) If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason Involuntary Termination within three (3) months prior to or twelve (12) months following a Change of in Control, the vesting and/or exercisability of any outstanding unvested portions of Executive’s such Stock Awards shall be automatically accelerated on the later of (A) the date of termination or Executive’s Separation from Service and (B) the date of the Change of in Control. In addition, Executive’s with respect to Stock Awards granted to Executive on or after the Effective Date, such Stock Awards may be exercised by Executive (or Executive’s legal guardian or legal representative) until the latest of (A) three (3) months after the date of terminationExecutive’s Separation from Service, (B) with respect to any portion of the Stock Awards that become exercisable on the date of a Change of in Control pursuant to this Section 3(g)(iii), three (3) months after the date of the Change of in Control, or (C) such longer period as may be specified in the applicable Stock Award agreement; provided, however, that in no event shall any Stock Award remain exercisable beyond the original outside expiration date of such Stock Award. (iv) The vesting pursuant to clauses (i), (ii) and (iii) of this Section 3(g) shall be cumulative. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.

Stock Award Acceleration. (i) If Executive’s employment is terminated by In the Company without Cause, by Executive for Good Reason, or as a result event of Executive’s death or Permanent DisabilityInvoluntary Termination, the vesting and/or exercisability of each of Executive’s outstanding unvested Stock Awards shall be automatically accelerated on the date of Executive’s termination of employment as to the number of Stock Awards that would vest over the twelve (12) month period following the date of Executive’s termination of employment had Executive remained continuously employed by the Company during such period. (ii) The vesting and exercisability of fifty percent (50%) In the event of Executive’s outstanding Stock Awards shall be automatically accelerated Involuntary Termination during the period commencing on the date Acquisition Agreement Date and ending on the closing of a the resulting Change of in Control. , in addition to any accelerated vesting and/or exercisability to which Executive may be entitled pursuant to clause (iiii) If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within three (3) months prior to or twelve (12) months following a Change of Controlabove, the vesting and/or exercisability of any remaining outstanding unvested portions of Executive’s such Stock Awards shall be automatically accelerated on the later of (A) the date of termination or Executive’s Involuntary Termination and (B) the date of the Change of in Control. In addition, Executive’s with respect to Stock Awards granted to Executive on or after the Effective Date, such Stock Awards may be exercised by Executive (or Executive’s legal guardian or legal representative) until the latest of (A) three (3) months after the date of terminationExecutive’s Separation from Service, (B) with respect to any portion of the Stock Awards that become exercisable on the date of a Change of in Control pursuant to this Section 3(g)(iii3(g)(ii), three (3) months after the date of the Change of in Control, or (C) such longer period as may be specified in the applicable Stock Award agreement; provided, however, that in no event shall any Stock Award remain exercisable beyond the original outside expiration date of such Stock Award. (iii) In the event of a Change in Control, the vesting and/or exercisability of any outstanding unvested portions of such Stock Awards shall be automatically accelerated on the date of such Change in Control, provided that Executive remains in the employ or service of the Company as of the closing of such Change in Control. (iv) The vesting pursuant to clauses (i), (ii) and (iii) of this Section 3(g) shall be cumulative. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.

Stock Award Acceleration. (i) If Subject to Section 4(d), in the event of Executive’s employment is terminated Involuntary Termination or Executive’s Separation from Service by the Company without Cause, by Executive for Good Reason, or as a result reason of Executive’s death or discharge by the Company following Executive’s Permanent Disability, the vesting and/or exercisability of each of Executive’s outstanding unvested Stock Awards shall be automatically accelerated on the date of termination Executive’s Separation from Service as to the number of Stock Awards that would vest over the twelve (12) month period following the date of termination Executive’s Separation from Service had Executive remained continuously employed by the Company during such period. (ii) The vesting and exercisability of fifty percent (50%) Subject to Section 4(d), in the event of Executive’s outstanding Stock Awards shall be automatically accelerated on the date of a Change of Control. (iii) If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason Involuntary Termination within three (3) months prior to or twelve (12) months following a Change of in Control, the vesting and/or exercisability of any outstanding unvested portions portion of each of Executive’s Stock Awards shall be automatically accelerated on the later of (A) the date of termination or Executive’s Separation from Service and (B) the date of the Change of in Control. In addition, Executive’s with respect to Stock Awards granted to Executive on or after the Effective Date, such Stock Awards may be exercised by Executive (or Executive’s legal guardian or legal representative) until the latest of (A) three (3) months after the date of terminationExecutive’s Separation from Service, (B) with respect to any portion of the Stock Awards that become exercisable on the date of a Change of in Control pursuant to this Section 3(g)(iii3(g)(ii), three (3) months after the date of the Change of in Control, or (C) such longer period as may be specified in the applicable Stock Award agreement; provided, however, that in no event shall any Stock Award remain exercisable beyond the original outside expiration date of such Stock Award. (iviii) The vesting pursuant to clauses (i), (ii) and (iiiii) of this Section 3(g) shall be cumulative. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.

Stock Award Acceleration. (i) If Executive’s employment is terminated by In the Company without Cause, by Executive for Good Reason, or as a result event of Executive’s death or Permanent DisabilityInvoluntary Termination, the vesting and/or exercisability of each of Executive’s outstanding unvested Stock Awards shall be automatically accelerated on the date of termination Executive’s Involuntary Termination as to the number of Stock Awards that would vest over the twelve six (126) month period following the date of termination Executive’s Involuntary Termination had Executive remained continuously employed by the Company during such period. (ii) The vesting and exercisability of fifty percent (50%) In the event of Executive’s termination of employment as a result of Executive’s death or following Executive’s Permanent Disability, the vesting and/or exercisability of any outstanding unvested portions of such Stock Awards shall be automatically accelerated on the date of a Change of ControlExecutive’s death or termination. (iii) If In the event of Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason Involuntary Termination within three ninety (390) months days prior to or twelve (12) months following a Change of in Control, the vesting and/or exercisability of any outstanding unvested portions of Executive’s such Stock Awards shall be automatically accelerated on the later of (A) the date of termination or Executive’s Involuntary Termination and (B) the date of the Change of in Control. In addition, Executive’s such Stock Awards may be exercised by Executive (or Executive’s legal guardian or legal representative) until the latest of (A) three (3) months after the date of terminationExecutive’s Involuntary Termination, (B) with respect to any portion of the Stock Awards that become exercisable on the date of a Change of in Control pursuant to this Section 3(g)(iii), three (3) months after the date of the Change of in Control, or (C) such longer period as may be specified in the applicable Stock Award agreement; provided, however, that in no event shall any Stock Award remain exercisable beyond the original outside expiration date of such Stock Award. (iv) The vesting pursuant to clauses (i), (ii) and (iii) of this Section 3(g) shall be cumulative. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.

Stock Award Acceleration. (i) If Executive’s employment is terminated by In the Company without Cause, by Executive for Good Reason, or as a result event of Executive’s death or Permanent DisabilityInvoluntary Termination, the vesting and/or exercisability of each of Executive’s outstanding unvested Stock Awards shall be automatically accelerated on the date of termination Executive’s Involuntary Termination as to the number of Stock Awards that would vest over the twelve six (126) month period following the date of termination Executive’s Involuntary Termination had Executive remained continuously employed by the Company during such period. (ii) The vesting and exercisability In the event of fifty percent (50%) Executive's termination of employment as a result of Executive’s death or following Executive’s Permanent Disability, the vesting and/or exercisability of any outstanding unvested portions of such Stock Awards shall be automatically accelerated on the date of a Change of ControlExecutive's death or termination. (iii) If In the event of Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason Involuntary Termination within three (3) months prior to or twelve (12) months following a Change of in Control, the vesting and/or exercisability of any outstanding unvested portions of Executive’s such Stock Awards shall be automatically accelerated on the later of (A) the date of termination or Executive’s Involuntary Termination and (B) the date of the Change of in Control. In addition, Executive’s with respect to Stock Awards granted to Executive on or after the Effective Date, such Stock Awards may be exercised by Executive (or Executive’s legal guardian or legal representative) until the latest of (A) three (3) months after the date of terminationExecutive’s Involuntary Termination, (B) with respect to any portion of the Stock Awards that become exercisable on the date of a Change of in Control pursuant to this Section 3(g)(iii), three (3) months after the date of the Change of in Control, or (C) such longer period as may be specified in the applicable Stock Award agreement; provided, however, that in no event shall any Stock Award remain exercisable beyond the original outside expiration date of such Stock Award. (iv) The vesting pursuant to clauses (i), (ii) and (iii) of this Section 3(g) shall be cumulative. The foregoing provisions are hereby deemed to be a part of each Stock Award US-DOCS\109442666.4 and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.

Stock Award Acceleration. (i) If Executive’s employment is terminated by the Company without Cause, by Executive for Good Reason, or as a result of Executive’s death or Permanent Disability, the vesting and/or exercisability of each of Executive’s outstanding Stock Awards shall be automatically accelerated on the date of termination as to the number of Stock Awards that would vest over the twelve (12) month period following the date of termination had Executive remained continuously employed by the Company during such period. (ii) The vesting and exercisability of fifty one hundred percent (50100%) of Executive’s outstanding Stock Awards shall be automatically accelerated on in the date event of a Change of Control. (iii) If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason Involuntary Termination within three (3) months prior to or within twelve (12) months following the date of a Change of Control, the vesting and/or exercisability of any outstanding unvested portions of Executive’s Stock Awards which acceleration shall be automatically accelerated occur on the later of (A) the date of termination such Involuntary Termination or (B) the date of such Change in Control; provided, however, that this clause (i) shall not affect the Change distribution or payment date of ControlAwards for which a later distribution or payment date has been elected by the Executive. In addition, Executive’s Stock Awards may be exercised shall remain exercisable by Executive (or Executive’s legal guardian or legal representative) until the latest later of (A) three twelve (312) months after following the date of terminationsuch Separation from Service, (B) with respect to any portion of the Stock Awards that become exercisable on the date of a Change of in Control pursuant to this Section 3(g)(iii3(g)(i), three twelve (312) months after the date of the Change of in Control, or (C) such longer period as may be specified in the applicable Stock Award agreementAgreement; provided, however, that in no event shall any Stock Award remain exercisable beyond the original outside expiration date of such Stock Award. (ivii) In the event of Executive’s Involuntary Termination or Executive’s Separation from Service by reason of Executive’s death or discharge by the Company following Executive’s Permanent Disability, the vesting and/or exercisability of each of Executive’s outstanding Stock Awards shall be automatically accelerated on the date of such Separation from Service as to the number of Stock Awards that would vest over the twelve (12) month period following the date of such Separation from Service had Executive remained continuously employed by the Company during such period; provided, however, that this clause (ii) shall not affect the distribution or payment date of Awards for which a later distribution or payment date has been elected by the Executive. In addition, the event of Executive’s Involuntary Termination or Executive’s Separation from Service by reason of Executive’s death or discharge by the Company following Executive’s Permanent Disability, Executive’s Stock Awards shall remain exercisable by Executive (or Executive’s legal guardian or legal representative) until the later of (A) twelve (12) months following the date of such Separation from Service or (B) such longer period as may be specified in the applicable Stock Award Agreement; provided, however, that in no event shall any Stock Award remain exercisable beyond the original outside expiration date of such Stock Award. (iii) The vesting pursuant to clauses (i), (ii) and (iiiii) of this Section 3(g) shall be cumulative. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.

Stock Award Acceleration. (i) If Executive’s employment is terminated by In the Company without Cause, by Executive for Good Reason, or as a result event of Executive’s death or Permanent DisabilityInvoluntary Termination, the vesting and/or exercisability of each of Executive’s outstanding unvested Stock Awards shall be automatically accelerated on the date of termination Executive’s Involuntary Termination as to the number of Stock Awards that would vest over the twelve six (126) month period following the date of termination Executive’s Involuntary Termination had Executive remained continuously employed by the Company during such period. (ii) The vesting and exercisability In the event of fifty percent (50%) Executive's termination of employment as a result of Executive’s death or following Executive’s Permanent Disability, the vesting and/or exercisability of any outstanding unvested portions of such Stock Awards shall be automatically accelerated on the date of a Change of ControlExecutive's death or termination. (iii) If In the event of Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason Involuntary Termination within three ninety (390) months days prior to or twelve (12) months following a Change of in Control, the vesting and/or exercisability of any outstanding unvested portions of Executive’s such Stock Awards shall be automatically accelerated on the later of (A) the date of termination or Executive’s Involuntary Termination and (B) the date of the Change of in Control. In addition, Executive’s with respect to Stock Awards granted to Executive on or after the Effective Date, such Stock Awards may be exercised by Executive (or Executive’s legal guardian or legal representative) until the latest of (A) three (3) months after the date of terminationExecutive’s Involuntary Termination, (B) with respect to any portion of the Stock Awards that become exercisable on the date of a Change of in Control pursuant to this Section 3(g)(iii), three (3) months after the date of the Change of in Control, or (C) such longer period as may be specified in the applicable Stock Award agreement; provided, however, that in no event shall any Stock Award remain exercisable beyond the original outside expiration date of such Stock Award. (iv) The vesting pursuant to clauses (i), (ii) and (iii) of this Section 3(g) shall be cumulative. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.

Stock Award Acceleration. (i) If Executive’s employment is terminated by In the Company without Cause, by Executive for Good Reason, or as a result event of Executive’s death or Permanent DisabilityInvoluntary Termination, the vesting and/or exercisability of each of Executive’s outstanding unvested Stock Awards shall be automatically accelerated on the date of Executive’s termination of employment as to the number of Stock Awards that would vest over the twelve nine (129) month period following the date of Executive’s termination of employment had Executive remained continuously employed by the Company during such period. (ii) The vesting and exercisability of fifty percent (50%) In the event of Executive’s outstanding Stock Awards shall be automatically accelerated Involuntary Termination during the period commencing on the date Acquisition Agreement Date and ending on the closing of a the resulting Change of in Control. , in addition to any accelerated vesting and/or exercisability to which Executive may be entitled pursuant to clause (iiii) If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within three (3) months prior to or twelve (12) months following a Change of Controlabove, the vesting and/or exercisability of any remaining outstanding unvested portions of Executive’s such Stock Awards shall be automatically accelerated on the later of (A) the date of termination or Executive’s Involuntary Termination and (B) the date of the Change of in Control. In addition, Executive’s with respect to Stock Awards granted to Executive on or after the Effective Date, such Stock Awards may be exercised by Executive (or Executive’s legal guardian or legal representative) until the latest of (A) three (3) months after the date of terminationExecutive’s Separation from Service, (B) with respect to any portion of the Stock Awards that become exercisable on the date of a Change of in Control pursuant to this Section 3(g)(iii3(g)(ii), three (3) months after the date of the Change of in Control, or (C) such longer period as may be specified in the applicable Stock Award agreement; provided, however, that in no event shall any Stock Award remain exercisable beyond the original outside expiration date of such Stock Award. (iii) In the event of a Change in Control, the vesting and/or exercisability of any outstanding unvested portions of such Stock Awards shall be automatically accelerated on the date of such Change in Control, provided that Executive remains in the employ or service of the Company as of the closing of such Change in Control. (iv) The vesting pursuant to clauses (i), (ii) and (iii) of this Section 3(g) shall be cumulative. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.

Stock Award Acceleration. i. In the event of a Change in Control, the vesting and exercisability of fifty percent (i50%) If of Executive’s employment is terminated outstanding unvested Stock Awards shall be automatically accelerated effective immediately prior to the consummation of such Change in Control. ii. In the event of Executive’s Involuntary Termination or Executive’s Separation from Service by the Company without Cause, by Executive for Good Reason, or as a result reason of Executive’s death or discharge by the Company following Executive’s Permanent Disability, the vesting and/or exercisability of each of Executive’s outstanding unvested Stock Awards shall be automatically accelerated on the date of termination Executive’s Separation from Service as to the number of Stock Awards that would vest over the twelve (12) month period following the date of termination Executive’s Separation from Service had Executive remained continuously employed by the Company during such period. (ii) The vesting and exercisability of fifty percent (50%) iii. In the event of Executive’s outstanding Stock Awards shall be automatically accelerated on the date of a Change of Control. (iii) If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason Involuntary Termination within three (3) months prior to or twelve (12) months following a Change of in Control, the vesting and/or exercisability of any outstanding unvested portions of Executive’s such Stock Awards shall be automatically accelerated on the later of (A) the date of termination or Executive’s Separation from Service and (B) the date of the Change in Control (provided, however, that unless otherwise expressly provided in a Stock Award Agreement, any Stock Awards that are restricted stock units shall only be eligible for accelerated vesting pursuant to this clause (iii) in the event of Controlan Involuntary Termination within twelve (12) months following a Change in Control and an Involuntary Termination preceding a Change in Control will not trigger acceleration under this clause (iii)). In addition, Executive’s with respect to Stock Awards granted to Executive on or after the Effective Date, such Stock Awards may be exercised by Executive (or Executive’s legal guardian or legal representative) until the latest of (A) three (3) months after the date of terminationExecutive’s Separation from Service, (B) with respect to any portion of the Stock Awards that become exercisable on the date of a Change of in Control pursuant to this Section 3(g)(iii), three (3) months after the date of the Change of in Control, or (C) such longer period as may be specified in the applicable Stock Award agreement; provided, however, that in no event shall any Stock Award remain exercisable beyond the original outside expiration date of such Stock Award. (iv) . The vesting pursuant to clauses (i), (ii) and (iii) of this Section 3(g) shall be cumulative. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.

Stock Award Acceleration. (i) If In the event of a Change in Control, the vesting and exercisability of fifty percent (50%) of Executive’s employment is terminated 's outstanding unvested Stock Awards shall be automatically accelerated effective immediately prior to the consummation of such Change in Control. (ii) In the event of Executive's Involuntary Termination or Executive's Separation from Service by reason of Executive's death or discharge by the Company without Cause, by Executive for Good Reason, or as a result of following Executive’s death or 's Permanent Disability, the vesting and/or exercisability of each of Executive’s 's outstanding unvested Stock Awards shall be automatically accelerated on the date of termination Executive's Separation from Service as to the number of Stock Awards that would vest over the twelve (12) month period following the date of termination Executive's Separation from Service had Executive remained continuously employed by the Company during such period. (iiiii) The vesting and exercisability of fifty percent (50%) In the event of Executive’s outstanding Stock Awards shall be automatically accelerated on the date of a Change of Control. (iii) If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason 's Involuntary Termination within three (3) months prior to or twelve (12) months following a Change of in Control, the vesting and/or exercisability of any outstanding unvested portions of Executive’s such Stock Awards shall be automatically accelerated on the later of (A) the date of termination or Executive's Separation from Service and (B) the date of the Change of in Control. In addition, Executive’s with respect to Stock Awards granted to Executive on or after the Effective Date, such Stock Awards may be exercised by Executive (or Executive’s 's legal guardian or legal representative) until the latest of (A) three (3) months after the date of terminationExecutive's Separation from Service, (B) with respect to any portion of the Stock Awards that become exercisable on the date of a Change of in Control pursuant to this Section 3(g)(iii), three (3) months after the date of the Change of in Control, or (C) such longer period as may be specified in the applicable Stock Award agreement; provided, however, that in no event shall any Stock Award remain exercisable beyond the original outside expiration date of such Stock Award. (iv) The vesting pursuant to clauses (i), (ii) and (iii) of this Section 3(g) shall be cumulative. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.

Stock Award Acceleration. (i) If In the event of a Change in Control, the vesting and exercisability of fifty percent (50%) of Executive’s employment is terminated outstanding unvested Stock Awards shall be automatically accelerated effective immediately prior to the consummation of such Change in Control. (ii) In the event of Executive’s Involuntary Termination or Executive’s Separation from Service by the Company without Cause, by Executive for Good Reason, or as a result reason of Executive’s death or discharge by the Company following Executive’s Permanent Disability, the vesting and/or exercisability of each of Executive’s outstanding unvested Stock Awards shall be automatically accelerated on the date of termination Executive’s Separation from Service as to the number of Stock Awards that would vest over the twelve (12) month period following the date of termination Executive’s Separation from Service had Executive remained continuously employed by the Company during such period. (iiiii) The vesting and exercisability of fifty percent (50%) In the event of Executive’s outstanding Stock Awards shall be automatically accelerated on the date of a Change of Control. (iii) If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason Involuntary Termination within three (3) months prior to or twelve (12) months following a Change of in Control, the vesting and/or exercisability of any outstanding unvested portions of Executive’s such Stock Awards shall be automatically accelerated on the later of (A) the date of termination or Executive’s Separation from Service and (B) the date of the Change of in Control. In addition, Executive’s with respect to Stock Awards granted to Executive on or after the Effective Date, such Stock Awards may be exercised by Executive (or Executive’s legal guardian or legal representative) until the latest of (A) three (3) months after the date of terminationExecutive’s Separation from Service, (B) with respect to any portion of the Stock Awards that become exercisable on the date of a Change of in Control pursuant to this Section 3(g)(iii4(h)(iii), three (3) months after the date of the Change of in Control, or (C) such longer period as may be specified in the applicable Stock Award agreement; provided, however, that in no event shall any Stock Award remain exercisable beyond the original outside expiration date of such Stock Award. (iv) The vesting pursuant to clauses (i), (ii) and (iii) of this Section 3(g4(h) shall be cumulative. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.

Stock Award Acceleration. (i) If Upon a Change in Control, fifty percent (50%) of Executive’s employment is terminated by 's unvested Stock Awards shall be automatically accelerated immediately prior to the Company without Cause, by Executive for Good Reason, or as a result occurrence of such Change in Control. (ii) In the event of Executive’s death or Permanent DisabilityInvoluntary Termination, the vesting and/or exercisability of each of Executive’s outstanding unvested Stock Awards shall be automatically accelerated on the date of termination Executive’s Involuntary Termination as to the number of Stock Awards that would vest over the twelve six (126) month period following the date of termination Executive’s Involuntary Termination had Executive remained continuously employed by the Company during such period. (iiiii) The vesting and exercisability In the event of fifty percent (50%) Executive's termination of employment as a result of Executive’s death or following Executive’s Permanent Disability, the vesting and/or exercisability of any outstanding unvested portions of such Stock Awards shall be automatically accelerated on the date of a Change of ControlExecutive's death or termination. (iiiiv) If In the event of Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason Involuntary Termination within three ninety (390) months days prior to or twelve (12) months any time following a Change of in Control, the vesting and/or exercisability of any outstanding unvested portions of Executive’s such Stock Awards shall be automatically accelerated on the later of (A) the date of termination or Executive’s Involuntary Termination and (B) the date of the Change of in Control. In addition, Executive’s with respect to Stock Awards granted to Executive on or after the Effective Date, such Stock Awards may be exercised by Executive (or Executive’s legal guardian or legal representative) until the latest of (A) three (3) months after the date of terminationExecutive’s Involuntary Termination, (B) with respect to any portion of the Stock Awards that become exercisable on the date of a Change of in Control pursuant to this Section 3(g)(iii3(g)(iv), three (3) months after the date of the Change of in Control, or (C) such longer period as may be specified in the applicable Stock Award agreement; provided, however, that in no event shall any Stock Award remain exercisable beyond the original outside expiration date of such Stock Award. (ivv) The vesting pursuant to clauses (i), (ii), (iii) and (iiiiv) of this Section 3(g) shall be cumulative. The foregoing provisions are hereby deemed to be a part of each Stock US-DOCS\110686460.1 Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.

Stock Award Acceleration. (i) If Upon a Change in Control, fifty percent (50%) of Executive’s employment is terminated by 's unvested Stock Awards shall be automatically accelerated immediately prior to the Company without Cause, by Executive for Good Reason, or as a result occurrence of such Change in Control. (ii) In the event of Executive’s death or Permanent DisabilityInvoluntary Termination, the vesting and/or exercisability of each of Executive’s outstanding unvested Stock Awards shall be automatically accelerated on the date of termination Executive’s Involuntary Termination as to the number of Stock Awards that would vest over the twelve six (126) month period following the date of termination Executive’s Involuntary Termination had Executive remained continuously employed by the Company during such period. (iiiii) The vesting and exercisability In the event of fifty percent (50%) Executive's termination of employment as a result of Executive’s death or following Executive’s Permanent Disability, the vesting and/or exercisability of any outstanding unvested portions of such Stock Awards shall be automatically accelerated on the date of a Change of ControlExecutive's death or termination. (iiiiv) If In the event of Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason Involuntary Termination within three ninety (390) months days prior to or twelve (12) months any time following a Change of in Control, the vesting and/or exercisability of any outstanding unvested portions of Executive’s such Stock Awards shall be automatically accelerated on the later of (A) the date of termination or Executive’s Involuntary Termination and (B) the date of the Change of in Control. In addition, Executive’s with respect to Stock Awards granted to Executive on or after the Effective Date, such Stock Awards may be exercised by Executive (or Executive’s legal guardian or legal representative) until the latest of (A) three (3) months after the date of terminationExecutive’s Involuntary Termination, (B) with respect to any portion of the Stock Awards that become exercisable on the date of a Change of in Control pursuant to this Section 3(g)(iii3(g)(iv), three (3) months after the date of the Change of in Control, or (C) such longer period as may be specified in the applicable Stock Award agreement; provided, however, that in no event shall any Stock Award remain exercisable beyond the original outside expiration date of such Stock Award. (ivv) The vesting pursuant to clauses (i), (ii), (iii) and (iiiiv) of this Section 3(g) shall be cumulative. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.. US-DOCS\110686432.1

Stock Award Acceleration. (i) If In the event of a Change in Control, the vesting and exercisability of fifty percent (50%) of Executive’s employment is terminated outstanding unvested Stock Awards shall be automatically accelerated effective immediately prior to the consummation of such Change in Control. (ii) In the event of Executive’s Involuntary Termination or Executive’s Separation from Service by the Company without Cause, by Executive for Good Reason, or as a result reason of Executive’s death or discharge by the Company following Executive’s Permanent Disability, the vesting and/or exercisability of each of Executive’s outstanding unvested Stock Awards shall be automatically accelerated on the date of termination Executive’s Separation from Service as to the number of Stock Awards that would vest over the twelve (12) month period following the date of termination Executive’s Separation from Service had Executive remained continuously employed by the Company during such period. (iiiii) The vesting and exercisability of fifty percent (50%) In the event of Executive’s outstanding Stock Awards shall be automatically accelerated on the date of a Change of Control. (iii) If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason Involuntary Termination within three (3) months prior to or twelve (12) months following a Change of in Control, the vesting and/or exercisability of any outstanding unvested portions of Executive’s such Stock Awards shall be automatically accelerated on the later of (A) the date of termination or Executive’s Separation from Service and (B) the date of the Change of in Control. In addition, Executive’s with respect to Stock Awards granted to Executive on or after the Effective Date, such Stock Awards may be exercised by Executive (or Executive’s legal guardian or legal representative) until the latest of (A) three (3) months after the date of terminationExecutive’s Separation from Service, (B) with respect to any portion of the Stock Awards that become exercisable on the date of a Change of in Control pursuant to this Section 3(g)(iii3(h)(iii), three (3) months after the date of the Change of in Control, or (C) such longer period as may be specified in the applicable Stock Award agreement; provided, however, that in no event shall any Stock Award remain exercisable beyond the original outside expiration date of such Stock Award. (iv) The vesting pursuant to clauses (i), (ii) and (iii) of this Section 3(g3(h) shall be cumulative. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.

Stock Award Acceleration. (i) If Executive’s employment is terminated by the Company without Cause, by Executive for Good Reason, or as a result of Executive’s death or Permanent Disability, the vesting and/or exercisability of each of Executive’s outstanding Stock Awards shall be automatically accelerated on the date of termination as to the number of Stock Awards that would vest over the twelve (12) month period following the date of termination had Executive remained continuously employed by the Company during such period. (ii) The vesting and exercisability of fifty one hundred percent (50100%) of Executive’s outstanding Stock Awards shall be automatically accelerated on in the date event of a Change of Control. (iii) If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason Involuntary Termination within three (3) months prior to or within twelve (12) months following the date of a Change of Control, the vesting and/or exercisability of any outstanding unvested portions of Executive’s Stock Awards which acceleration shall be automatically accelerated occur on the later of (A) the date of termination such Involuntary Termination or (B) the date of the such Change of Control. In addition, Executive’s Stock Awards may be exercised shall remain exercisable by Executive (or Executive’s legal guardian or legal representative) until the latest later of (A) three twelve (312) months after following the date of terminationsuch Separation from Service, (B) with respect to any portion of the Stock Awards that become exercisable on the date of a Change of Control pursuant to this Section 3(g)(iii3(g)(i), three twelve (312) months after the date of the Change of Control, or (C) such longer period as may be specified in the applicable Stock Award agreementAgreement; provided, however, that in no event shall any Stock Award remain exercisable beyond the original outside expiration date of such Stock Award. (ivii) In the event of Executive’s Involuntary Termination or Executive’s Separation from Service by reason of Executive’s death or discharge by the Company following Executive’s Permanent Disability, the vesting and/or exercisability of each of Executive’s outstanding Stock Awards shall be automatically accelerated on the date of such Separation from Service as to the number of Stock Awards that would vest over the twelve (12) month period following the date of such Separation from Service had Executive remained continuously employed by the Company during such period. In addition, the event of Executive’s Involuntary Termination or Executive’s Separation from Service by reason of Executive’s death or discharge by the Company following Executive’s Permanent Disability, Executive’s Stock Awards shall remain exercisable by Executive (or Executive’s legal guardian or legal representative) until the later of (A) twelve (12) months following the date of such Separation from Service or (B) such longer period as may be specified in the applicable Stock Award Agreement; provided,however, that in no event shall any Stock Award remain exercisable beyond the original outside expiration date of such Stock Award. (iii) The vesting pursuant to clauses (i), (ii) and (iiiii) of this Section 3(g) shall be cumulative. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.

Stock Award Acceleration. (i) If Executive’s employment is terminated by the Company without Cause, by Executive for Good Reason, or as a result of Executive’s death or Permanent Disability, the vesting and/or exercisability of each of Executive’s outstanding Stock Awards shall be automatically accelerated on the date of termination as to the number of Stock Awards that would vest over the twelve (12) month period following the date of termination had Executive remained continuously employed by the Company during such period. (ii) The vesting and exercisability of fifty percent (50%) of Executive’s outstanding Stock Awards shall be automatically accelerated on the date of a Change of Control. (iii) If With respect to Stock Awards granted prior to the Effective Date, if Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within three (3) months prior to or twelve (12) months following a Change of Control, the vesting and/or exercisability of any outstanding unvested portions of such Stock Awards shall be automatically accelerated on the later of (A) the date of termination or (B) the date of the Change of Control. (iv) With respect to Stock Awards granted on or after the Effective Date, if Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within three (3) months prior to or twelve (12) months following a Change of Control, the vesting and/or exercisability of any outstanding unvested portions of such Stock Awards shall be automatically accelerated on the later of (A) the date of termination or (B) the date of the Change of Control. In addition, Executive’s Stock Awards may be exercised by Executive (or Executive’s guardian or legal representative) until the latest of (A) three (3) months after the date of termination, (B) with respect to any portion of the Stock Awards that become exercisable on the date of a Change of Control pursuant to this Section 3(g)(iii3(g)(iv), three (3) months after the date of the Change of Control, or (C) such longer period as may be specified in the applicable Stock Award agreement; provided, however, that in no event shall any Stock Award remain exercisable beyond the original outside expiration date of such Stock Award. (ivv) The vesting pursuant to clauses (i), (ii), (iii) and (iiiiv) of this Section 3(g) shall be cumulative. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.

Stock Award Acceleration. (i) If In the event of a Change in Control, the vesting and exercisability of fifty percent (50%) of Executive’s employment is terminated outstanding unvested Stock Awards shall be automatically accelerated effective immediately prior to the consummation of such Change in Control. (ii) In the event of Executive’s Involuntary Termination or Executive’s Separation from Service by the Company without Cause, by Executive for Good Reason, or as a result reason of Executive’s death or discharge by the Company following Executive’s Permanent Disability, the vesting and/or exercisability of each of Executive’s outstanding unvested Stock Awards shall be automatically accelerated on the date of termination Executive’s Separation from Service as to the number of Stock Awards that would vest over the twelve (12) month period following the date of termination Executive’s Separation from Service had Executive remained continuously employed by the Company during such period. (iiiii) The vesting and exercisability of fifty percent (50%) In the event of Executive’s outstanding Stock Awards shall be automatically accelerated on the date of a Change of Control. (iii) If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason Involuntary Termination within three (3) months prior to or twelve (12) months following a Change of in Control, the vesting and/or exercisability of any outstanding unvested portions of Executive’s such Stock Awards shall be automatically accelerated on the later of (A) the date of termination or Executive’s Separation from Service and (B) the date of the Change in Control (provided, however, that unless otherwise expressly provided in a Stock Award Agreement, any Stock Awards that are restricted stock units shall only be eligible for accelerated vesting pursuant to this clause (iii) in the event of Controlan Involuntary Termination within twelve (12) months following a Change in Control and an Involuntary Termination preceding a Change in Control will not trigger acceleration under this clause (iii)). In addition, Executive’s with respect to Stock Awards granted to Executive on or after the Effective Date, such Stock Awards may be exercised by Executive (or Executive’s legal guardian or legal representative) until the latest of (A) three (3) months after the date of terminationExecutive’s Separation from Service, (B) with respect to any portion of the Stock Awards that become exercisable on the date of a Change of in Control pursuant to this Section 3(g)(iii), three (3) months after the date of the Change of in Control, or (C) such longer period as may be specified in the applicable Stock Award agreement; provided, however, that in no event shall any Stock Award remain exercisable beyond the original outside expiration date of such Stock Award. (iv) The vesting pursuant to clauses (i), (ii) and (iii) of this Section 3(g) shall be cumulative. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.

Stock Award Acceleration. (i) If Executive’s employment is terminated by In the Company without Cause, by Executive for Good Reason, or as a result event of Executive’s death or Permanent DisabilityInvoluntary Termination, the vesting and/or exercisability of each of Executive’s outstanding unvested Stock Awards shall be automatically accelerated on the date of termination Executive’s Involuntary Termination as to the number of Stock Awards that would vest over the twelve six (126) month period following the date of termination Executive’s Involuntary Termination had Executive remained continuously employed by the Company during such period. (ii) The vesting and exercisability of fifty percent (50%) In the event of Executive’s termination of employment as a result of Executive’s death or following Executive’s Permanent Disability, the vesting and/or exercisability of any outstanding unvested portions of such Stock Awards shall be automatically accelerated on the date of a Change of ControlExecutive’s death or termination. (iii) If In the event of Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason Involuntary Termination within three ninety (390) months days prior to or twelve (12) months following a Change of in Control, the vesting and/or exercisability of any outstanding unvested portions of Executive’s such Stock Awards shall be automatically accelerated on the later of (A) the date of termination or Executive’s Involuntary Termination and (B) the date of the Change of in Control. In addition, Executive’s with respect to Stock Awards granted to Executive on or after July 12, 2019, such Stock Awards may be exercised by Executive (or Executive’s legal guardian or legal representative) until the latest of (A) three (3) months after the date of terminationExecutive’s Involuntary Termination, (B) with respect to any portion of the Stock Awards that become exercisable on the date of a Change of in Control pursuant to this Section 3(g)(iii), three (3) months after the date of the Change of in Control, or (C) such longer period as may be specified in the applicable Stock Award agreement; provided, however, that in no event shall any Stock Award remain exercisable beyond the original outside expiration date of such Stock Award. (iv) The vesting pursuant to clauses (i), (ii) and (iii) of this Section 3(g) shall be cumulative. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.