Common use of Stock Award Acceleration Clause in Contracts

Stock Award Acceleration. (i) Subject to Section 4(d), in the event of 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 100% of Executive’s outstanding unvested Stock Awards shall be automatically accelerated on the date of Executive’s Separation from Service. (ii) Subject to Section 4(d), in the event of a Change in Control, the vesting and/or exercisability of 100% of Executive’s outstanding unvested Stock Awards shall be automatically accelerated on the first to occur of (A) Executive’s Involuntary Termination following such Change in Control, or (B) the first anniversary of the closing of such Change in Control. (iii) Subject to Section 4(d), in the event of Executive’s Involuntary Termination prior to the occurrence of a Change in Control, the vesting and/or exercisability of any outstanding unvested portion of each of Executive’s Stock Awards shall be automatically accelerated as to the number of Stock Awards that would vest over the nine (9) month period following the date of Executive’s Separation from Service had Executive remained continuously employed by the Company during such period. (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) Subject to Section 4(d), in the event of 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 100% of Executive’s outstanding unvested Stock Awards shall be automatically accelerated on the date of Executive’s Separation from Service. (ii) Subject to Section 4(d), in the event of a Change in Control, the vesting and/or exercisability of 100% of Executive’s outstanding unvested Stock Awards shall be automatically accelerated on the first to occur of (A) Executive’s Involuntary Termination following such Change in Control, or (B) the first anniversary of the closing of such Change in Control. (iii) Subject to Section 4(d), in the event of Executive’s Involuntary Termination prior to the occurrence of a Change in Control, the vesting and/or exercisability of any outstanding unvested portion of each of Executive’s Stock Awards shall be automatically accelerated as to the number of Stock Awards that would vest over the nine twelve (912) month period following the date of Executive’s Separation from Service had Executive remained continuously employed by the Company during such period. (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) Subject to Section 4(d), in the event of 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 100% of Executive’s outstanding unvested Stock Awards shall be automatically accelerated on the date of Executive’s Separation from Service. (ii) Subject to Section 4(d), in the event of a Change in Control, the vesting and/or exercisability of 100% of Executive’s outstanding unvested Stock Awards shall be automatically accelerated on the first to occur of (A) Executive’s Involuntary Termination following such Change in Control, or (B) the first anniversary of the closing of such Change in Control.. US-DOCS\101650218.1 (iii) Subject to Section 4(d), in the event of Executive’s Involuntary Termination prior to the occurrence of a Change in Control, the vesting and/or exercisability of any outstanding unvested portion of each of Executive’s Stock Awards shall be automatically accelerated as to the number of Stock Awards that would vest over the nine (9) month period following the date of Executive’s Separation from Service had Executive remained continuously employed by the Company during such period. (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) Subject to Section 4(d), in the event of 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 100% of Executive’s outstanding unvested Stock Awards shall be automatically accelerated on the date of Executive’s Separation from Service. (ii) Subject to Section 4(d), in the event of a Change in Control, the vesting and/or exercisability of 100% of Executive’s outstanding unvested Stock Awards shall be automatically accelerated on the first to occur of (A) Executive’s Involuntary Termination following such Change in Control, or (B) the first anniversary of the closing of such Change in Control. (iii) Subject to Section 4(d), in the event of Executive’s Involuntary Termination prior to the occurrence of a Change in Control, the vesting and/or exercisability of any outstanding unvested portion of each of Executive’s Stock Awards shall be automatically accelerated as to the number of Stock Awards that would vest over the nine six (96) month period following the date of Executive’s Separation from Service had Executive remained continuously employed by the Company during such period. (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) Subject to Section 4(d), in the event of 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 100% of Executive’s outstanding unvested Stock Awards shall be automatically accelerated on the date of Executive’s Separation from Service. (ii) Subject to Section 4(d), in the event of a Change in Control, the vesting and/or exercisability of 100% of Executive’s outstanding unvested Stock Awards shall be automatically accelerated on the first to occur of (A) Executive’s Involuntary Termination following such Change in Control, or (B) the first anniversary of the closing of such Change in Control. (iii) Subject to Section 4(d), in the event of Executive’s Involuntary Termination prior to the occurrence of a Change in Control, the vesting and/or exercisability of any outstanding unvested portion of each of Executive’s Stock Awards shall be automatically accelerated as to the number of Stock Awards that would vest over the nine twelve (912) month period |US-DOCS\101618756.1|| following the date of Executive’s Separation from Service had Executive remained continuously employed by the Company during such period. (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.