Common use of Accelerated Vesting Clause in Contracts

Accelerated Vesting. Notwithstanding the vesting schedule specified in Section 3(a) of this Agreement, the Total Shares Under Option shall become 100% vested upon the earliest to occur of the following Vesting Dates: (i) the Optionee's Normal Retirement Date; (ii) the Optionee's Disability Retirement Date; (iii) the date of the Optionee's death prior to his termination of employment from the Corporation; (iv) the date of a Change of Control; or (v) subject to the approval of the Plan Administrator, the Optionee's Early Retirement Date or the date of the Optionee's involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closure, or (C) such other reason as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified in this Section 3(b) can apply to the Optionee, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options), provides the longest exercise period. Notwithstanding anything in this Agreement to the contrary, except as otherwise provided in this Agreement in the case of a Disability Retirement Date which occurs after Optionee's termination of employment with the Company, no Vesting Date will occur - and no options may vest - following termination of employment with the Company.

Accelerated Vesting. Notwithstanding the vesting schedule specified in Section 3(a) Vesting Criteria to the contrary and subject to the terms of this Agreement, the Total Shares Under Option shall become 100% vested upon the earliest to occur including execution of the following Vesting Datesa Release as described in Section 5 of this Agreement: (a) In the event that (i) the Optionee's Normal Retirement Date; a Change in Control occurs and (ii) either (x) the Optionee's Disability Retirement Date; outstanding Restricted Units are not assumed or substituted in connection therewith as described in Section 12(b) of the Plan, or (iiiy) the outstanding Restricted Units are so assumed or substituted in connection therewith and ▇▇▇▇▇▇▇’s employment or service is terminated by Grantee’s System Company Employer without Cause or by Grantee for Good Reason on or after the effective date of the Change in Control but prior to twenty-four (24) months following the Change in Control, then such outstanding Restricted Units shall immediately become fully vested and the restrictive covenants set forth in Sections 15(b), (c) and (d) of this Agreement shall cease to apply as of the date of the Optionee's death prior to his Change in Control, if subclause (x) applies, or as of the applicable termination date, if subclause (y) applies (whichever date so applies, the “CIC Vesting Date”). In the event of employment from the Corporation; (iv) the date of a Change of Control; or (v) accelerated vesting as described in this Section 4(a), but subject to the approval Section 5 of the Plan Administratorand the conditions and limitations described herein, Entergy shall pay Grantee a number of Shares equal to the number of Restricted Units that vest in accordance with this Section 4(a) no later than sixty (60) days after the CIC Vesting Date; provided, that if such 60-day period straddles two of Grantee’s taxable years, the Optionee's Early Retirement Date or payment shall be made in the date of the Optionee's involuntary termination of employment from the Corporation, in either case due later year. (b) Any payment to (A) job elimination, (B) plant closure, or (C) such other reason as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified in Grantee pursuant to this Section 3(b) can apply to the Optionee, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options), provides the longest exercise period. Notwithstanding anything in 4 or otherwise under this Agreement shall be subject to withholding for all federal, state and local deductions, tax withholdings, and other withholdings and offsets that may apply or be required to be withheld in connection with such payment, which withholding shall be effected using the contrary, except as otherwise provided “net shares method” described in Section 9 of this Agreement in the case of a Disability Retirement Date which occurs after Optionee's termination of employment with the Company, no Vesting Date will occur - and no options may vest - following termination of employment with the CompanyAgreement.

Accelerated Vesting. Notwithstanding (A) For the avoidance of doubt, in the event that Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Good Reason, no unvested equity awards granted under the Company’s equity and long-term incentive plan(s) following May 15, 2013 shall be subject to any accelerated vesting schedule specified except as otherwise provided for in the applicable award agreement or in Section 3(a3(c)(i)(D) below. (B) Consistent with the terms of such award, in the event the Company undergoes a Corporate Change during the Term, one hundred percent (100%) of this AgreementExecutive’s restricted stock award granted under the Company’s equity and long-term incentive plan on March 7, 2013 shall vest immediately. (C) Any option awards granted to Executive under the Total Shares Under Option Company’s equity and long-term incentive plan on May 15, 2013 shall become 100% vested upon be subject to the earliest provisions of Section 6.B of such plan with respect to occur the effect on options of a Fundamental Event or Change of Control Event (as such terms are defined in the plan); provided, however, that if a Change of Control Event occurs prior to the initial public offering of the following Vesting Dates:Company’s stock, any performance-based vesting option awards granted to Executive under the Company’s equity and long-term incentive plan on May 15, 2013 to the extent not then vested, shall also be vested and non-forfeitable consistent with the provisions of Section 6.B of such plan unless otherwise provided for by the Compensation Committee in which case such option awards shall be forfeited and cancelled without consideration. (iD) Except as otherwise provided in the Optionee's Normal Retirement Date; applicable award, in the event that Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Good Reason within the period of three (ii3) months prior to (but only if negotiations relating to the Optionee's Disability Retirement Date; (iii) particular Corporate Change that occurs are ongoing at the date of the Optionee's death prior to his termination notice of employment from termination) or twelve (12) months after a Corporate Change that occurs during the Corporation; Term (iv) the date of a Change of Control; or (v) subject to the approval of the Plan Administratorsuch fifteen-month period, the Optionee's Early Retirement Date or the date of the Optionee's involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closure, or (C) such other reason as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified in this Section 3(b) can apply to the Optionee, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options“Protected Period”), provides the longest exercise period. Notwithstanding anything in this Agreement to the contrary, except as otherwise provided in this Agreement in the case one hundred percent (100%) of a Disability Retirement Date which occurs after Optionee's termination all of employment with Executive’s outstanding unvested equity awards granted under the Company’s equity and long-term incentive plan(s) following May 15, no Vesting Date will occur - and no options may 2013 shall vest - following termination of employment with the Companyimmediately.

Accelerated Vesting. Notwithstanding the vesting schedule specified in Section 3(a) of this Agreement, the Total Shares Under Option shall become 100% vested upon the earliest to occur of the following Vesting Dates: : (i) the Optionee's Normal Retirement Date; ; (ii) the Optionee's Disability Retirement Date; ; (iii) the date of the Optionee's death prior to his termination of employment from the Corporation; ; (iv) the date of a Change of Control; or or (v) subject to the approval of the Plan Administrator, the Optionee's Early Retirement Date or the date of the Optionee's involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closure, or (C) such other reason as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified in this Section 3(b) can apply to the Optionee, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options), provides the longest exercise period. Notwithstanding anything in this Agreement to the contrary, except as otherwise provided in this Agreement in the case of a Disability Retirement Date which occurs after Optionee's termination of employment with the Company, no Vesting Date will occur - and no options may vest - following termination of employment with the Company.

Accelerated Vesting. Notwithstanding (a) In the vesting schedule specified in Section 3(a) event of this Agreementany Corporate Transaction, the Total Option Shares Under Option at the time subject to this option but not otherwise vested shall become 100% vested upon automatically vest in full so that this option shall, immediately prior to the earliest to occur effective date of the following Vesting Dates: Corporate Transaction, become exercisable for all of the Option Shares as fully-vested shares and may be exercised for any or all of those Option Shares as vested shares. However, the Option Shares shall not vest on such an accelerated basis if and to the extent: (i) this option is assumed by the Optionee's Normal Retirement Date; successor corporation (or parent thereof) in the Corporate Transaction and the Corporation’s repurchase rights with respect to the unvested Option Shares are assigned to such successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the Optionee's Disability Retirement Date;successor corporation which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (iiib) Immediately following the date of Corporate Transaction, this option shall terminate and cease to be outstanding, except to the Optionee's death prior to his termination of employment from extent assumed by the Corporation;successor corporation (or parent thereof) in connection with the Corporate Transaction. (ivc) the date of If this option is assumed in connection with a Change of Control; or (v) subject Corporate Transaction, then this option shall be appropriately and proportionately adjusted, immediately after such Corporate Transaction, to the approval of the Plan Administrator, the Optionee's Early Retirement Date or the date of the Optionee's involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closure, or (C) such other reason as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified in this Section 3(b) can apply to the Optioneenumber and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate and proportionate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation’s outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Corporate Transaction, the Optionee may elect successor corporation may, in writing which vesting rule will apply. The vesting rule elected by connection with the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administratorassumption of this option, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number substitute one or more shares of options), provides the longest exercise period. Notwithstanding anything in this Agreement its own common stock with a fair market value equivalent to the contrarycash consideration paid per share of Common Stock in such Corporate Transaction. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, except as reclassify, reorganize or otherwise provided in this Agreement in the case change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of a Disability Retirement Date which occurs after Optionee's termination of employment with the Company, no Vesting Date will occur - and no options may vest - following termination of employment with the Companyits business or assets.

Accelerated Vesting. Notwithstanding the vesting schedule specified in Section 3(a) of this Agreement, the Total Shares Under Option shall become 100% vested upon the earliest to occur of the following Vesting Dates: (i) Notwithstanding the foregoing provisions of Section 2, upon the consummation of a Change in Control, subject to the Optionee's Normal Retirement Date;’s continued employment or service with the Company or any of its Subsidiaries on the date of such Change in Control, the entire unvested portion of the Service Options shall become immediately vested and exercisable, if and only if the Committee determines that the OH IRR calculated immediately following such Change in Control equals or exceeds 15%; provided, however, that if the vesting of such Service Options, taken together with the vesting of all other outstanding options to purchase shares of Company Common Stock held by employees of the Company and its Subsidiaries, would cause the OH IRR to drop below 15%, then such vesting of the portion of the Service Options (as well as similar service-based options granted to other employees), shall be reduced in a fair and equitable manner as determined in the sole discretion of the Committee so that the OH IRR does not drop below 15%. (ii) Notwithstanding the foregoing provisions of Section 2, upon the consummation of a Change in Control, subject to the Optionee's Disability Retirement Date;’s continued employment or service with the Company or any of its Subsidiaries on the date of such Change in Control, all unvested Performance Options that have not yet become eligible to vest on the date of such Change in Control shall become immediately vested and exercisable, if and only if the Committee determines that the OH IRR (as defined below) calculated immediately following such Change in Control equals or exceeds 20%; provided, however, that if the vesting of such Performance Options, taken together with the vesting of all other outstanding options to purchase shares of Company Common Stock held by employees of the Company and its Subsidiaries, would cause the OH IRR to drop below 20%, then such vesting of the portion of the Performance Options (as well as similar performance-based options granted to other employees), shall be reduced in a fair and equitable manner as determined in the sole discretion of the Committee so that the OH IRR does not drop below 20%. (iii) the date of the Optionee's death prior to his termination of employment from the Corporation; (iv) the date of All Service Options and Performance Options that do not become vested and exercisable in connection with a Change of Control; or (v) subject to the approval of the Plan Administrator, the Optionee's Early Retirement Date or the date of the Optionee's involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closure, or (C) such other reason as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified Control in accordance with this Section 3(b2(d) can apply to the Optionee, the Optionee may elect shall immediately be canceled and terminated without payment or consideration therefor upon consummation of such Change in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options), provides the longest exercise period. Notwithstanding anything in this Agreement to the contrary, except as otherwise provided in this Agreement in the case of a Disability Retirement Date which occurs after Optionee's termination of employment with the Company, no Vesting Date will occur - and no options may vest - following termination of employment with the CompanyControl.

Accelerated Vesting. Notwithstanding (a) In the vesting schedule specified in Section 3(aevent of Participant’s Termination of Employment by the Company without Cause (as defined below) of this Agreementor by Participant for Good Reason (as defined below), the Total Shares Under Option shall vest and become 100% exercisable as to such number of shares of Stock subject to the Option as would have vested upon during the earliest to occur of the one year period following Vesting Dates: (i) the Optionee's Normal Retirement Date; (ii) the Optionee's Disability Retirement Date; (iii) the date of Participant’s Termination of Employment had Participant remained an Employee through such date. In addition, the Optionee's death vested portion of the Option (whether vested prior to his termination the Participant’s Termination of employment from Employment or by application of this Section 2(a)) shall remain exercisable by Participant through the Corporation; (iv) date that is one year following the date of a Change Participant’s Termination of ControlEmployment; orprovided, however, that in no event shall the Option remain exercisable beyond the expiration date set forth in Section 3.3(a) of the Agreement. Notwithstanding the foregoing, the accelerated vesting and extended exercisability of the Option outlined in this clause (a) shall be contingent on Participant’s execution and non-revocation of the Release (as defined below). (vb) In the event of Participant’s Termination of Employment as a result of the Company’s election not to extend the Employment Period (as defined below) beyond the Initial Term (as defined below), the Option shall vest and become exercisable as to 100% of the shares of Stock on the date of Participant’s Termination of Employment. In addition, the vested portion of the Option (whether vested prior to the Participant’s Termination of Employment or by application of this Section 2(b)) shall remain exercisable by Participant through the date that is one year following the expiration of the Initial Term; provided, however, that in no event shall the Option remain exercisable beyond the expiration date set forth in Section 3.3(a) of the Agreement. Notwithstanding the foregoing, the accelerated vesting and extended exercisability of the Option outlined in this clause (b) shall be contingent on Participant’s execution and non-revocation of the Release (as defined below). (c) To the extent not then vested or exercisable, the Option shall vest and become exercisable as to 100% of the shares of Stock subject to the approval Option in the event of a Change in Control prior to Participant’s Termination of Employment (d) For purposes of this Exhibit B, the terms “Cause,” “Employment Period,” “Good Reason,” “Initial Term” and “Release” shall have the meanings given to such terms in that certain Employment Agreement dated April 14, 2010, between Participant and the Company; provided that the “Initial Term” shall mean such term without regard to any extension of the Plan AdministratorEmployment Period as a result of the Company’s failure to give less than 12 months’ notice of non-extension of the Initial Term. Capitalized terms used in this Exhibit D and not defined below shall have the meanings given them in the Plan, the Optionee's Early Retirement Date Grant Notice to which this Exhibit D is attached or the date of the Optionee's involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closure, or (C) such other reason as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified in this Section 3(b) can apply to the Optionee, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options), provides the longest exercise period. Notwithstanding anything in this Agreement to the contrary, except as otherwise provided in this Agreement in the case of a Disability Retirement Date which occurs after Optionee's termination of employment with the Company, no Vesting Date will occur - and no options may vest - following termination of employment with the Companyattached thereto.

Accelerated Vesting. Notwithstanding (a) In the vesting schedule specified in Section 3(a) event of this Agreementany Corporate Transaction, the Total Option Shares Under at the time subject to this option but not otherwise vested shall automatically vest in full so that this option shall, immediately prior to the effective date of the Corporate Transaction, become fully exercisable for all of those Option Shares and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. However, the Option Shares shall not vest on such an accelerated basis if and to the extent: (i) this option is assumed by the successor corporation (or parent thereof) in the Corporate Transaction or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (b) The Corporation shall use its best efforts to provide at least twenty (20) days prior written notice of the occurrence of any Corporate Transaction in which options under the Plan are not to be assumed by the successor corporation. (c) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) in connection with the Corporate Transaction. (d) If this option is assumed in connection with a Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. -------- (e) If this option is assumed in connection with a Corporate Transaction and Optionee's Service ceases as a result of an Involuntary --- Termination within eighteen (18) months following such Corporate Transaction, then the Optionee shall be credited with an additional eighteen (18) months of Service (or such lesser number of months necessary to cause all of the Option Shares to become vested) solely for purposes of calculating the number of vested Option Shares. Further, notwithstanding anything stated in Paragraph 5 to the contrary, this Option shall become 100% vested upon remain exercisable until the earliest to occur of the following Vesting Dates: earlier of: (i) the Optionee's Normal Retirement ------- Expiration Date; , or (ii) the Optionee's Disability Retirement Date; expiration of the one (iii) 1)-year period measured from the date of the Optionee's death prior to his termination of employment from the Corporation;Involuntary Termination. (ivf) This Agreement shall not in any way affect the date of a Change of Control; or (v) subject to the approval right of the Plan AdministratorCorporation to adjust, the Optionee's Early Retirement Date reclassify, reorganize or the date otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of the Optionee's involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closure, its business or (C) such other reason as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified in this Section 3(b) can apply to the Optionee, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options), provides the longest exercise period. Notwithstanding anything in this Agreement to the contrary, except as otherwise provided in this Agreement in the case of a Disability Retirement Date which occurs after Optionee's termination of employment with the Company, no Vesting Date will occur - and no options may vest - following termination of employment with the Companyassets.

Accelerated Vesting. Notwithstanding In the vesting schedule specified event of Employee’s Qualifying Termination before the closing of a Change in Section 3(aControl, such number of Employee’s then-unvested Stock Awards (as defined below) shall be deemed vested effective immediately prior to such termination as would have vested by their terms during the six (6) months following Employee’s date of this Agreementtermination had Employee remained employed by the Company during such period, the Total Shares Under Option shall become 100% vested upon the earliest to occur of the following Vesting Dates: provided that, (i) the Optionee's Normal Retirement Date; Employee complies with Sections 9 and 10 below, (ii) Employee continues to comply with the Optionee's Disability Retirement Date; terms of this Agreement (including without limitation Section 12 below) and (iii) the date of the Optionee's death prior to his termination of employment Employee resigns from the Corporation; (iv) the date of a Change of Control; or (v) subject to the approval of the Plan Administrator, the Optionee's Early Retirement Date or the date of the Optionee's involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closure, or (C) such other reason as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified in this Section 3(b) can apply to the Optionee, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options), provides the longest exercise period. Notwithstanding anything in this Agreement to the contrary, except as otherwise provided in this Agreement in the case of a Disability Retirement Date which occurs after Optionee's termination of employment any and all positions Employee holds with the Company, with such resignations to be effective no later than Employee’s Separation from Service date (or such other date requested or permitted by the Board). In the event of a Qualifying Termination that occurs within eighteen (18) months following the closing of a Change in Control, with respect to Employee’s then-unvested Stock Awards granted prior to the Effective Date (the “Existing Stock Awards”), all such Existing Stock Awards shall be deemed vested effective immediately prior to such termination. The foregoing accelerated vesting provisions are hereby referred to as “Accelerated Vesting” and are deemed to be a part of each Stock Award and to amend and supersede any provision in any agreement or plan regarding such Stock Award, even if such Accelerated Vesting provisions are less favorable. In the event of any conflict between the foregoing Accelerated Vesting provisions and the terms of any Stock Award, including any Existing Stock Award, the Accelerated Vesting provisions shall apply. Notwithstanding the foregoing, any Stock Award granted after the Effective Date will occur - may be subject to additional accelerated vesting provisions in connection with a Change in Control, pursuant to the terms and no options may vest - following termination of employment with the Companyconditions set forth in such Stock Award’s applicable award agreement.

Accelerated Vesting. Notwithstanding (a) In the vesting schedule specified in Section 3(a) event of any Corporate Transaction, the Option Shares at the time subject to this option but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of the Corporate Transaction, become exercisable for any or all of the Option Shares at the time subject to this option as fully-vested shares of Common Stock. However, no such acceleration of this Agreement, option shall occur if and to the Total Shares Under Option shall become 100% vested upon the earliest to occur of the following Vesting Dates: extent: (i) this option is assumed by the Optionee's Normal Retirement Date; successor corporation (or parent thereof) in the Corporate Transaction (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the Optionee's Disability Retirement Date;successor corporation which preserves the spread existing on the Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent payout in accordance with the same exercise schedule in effect for the option pursuant to the exercise schedule set forth in the Grant Notice. (iiib) Immediately following the date of Corporate Transaction, this option shall terminate and cease to be outstanding, except to the Optionee's death prior to his termination of employment from extent assumed by the Corporation;successor corporation (or parent thereof) in connection with the Corporate Transaction. (ivc) the date of If this option is assumed in connection with a Change of Control; or (v) subject Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to the approval of the Plan Administrator, the Optionee's Early Retirement Date or the date of the Optionee's involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closure, or (C) such other reason as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified in this Section 3(b) can apply to the Optioneenumber and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will and appropriate adjustments shall also be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options), provides the longest exercise period. Notwithstanding anything in this Agreement made to the contraryExercise Price, except as otherwise provided the aggregate Exercise Price shall remain the same. (d) The exercisability of this option may also accelerate in this Agreement in the case of a Disability Retirement Date which occurs after Optionee's termination of employment accordance with the Companyterms and conditions of any special addendum attached to this Agreement. (e) This Agreement shall not in any way affect the right of the Corporation to adjust, no Vesting Date will occur - and no options may vest - following termination reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of employment with the Companyits business or assets.

Accelerated Vesting. Notwithstanding the vesting schedule specified in Section 3(a(a) of this Agreement, the Total Shares Under Option shall become 100% vested upon the earliest to occur Upon termination of the following Vesting Dates: Executive’s employment pursuant to Sections 5(a)(i), (ii) or (iv), (i) all unvested Options shall immediately expire effective the Optionee's Normal Retirement Date; date of termination of employment and all vested Options, to the extent unexercised, shall expire twelve (12) months after the termination of employment; and (ii) the Optionee's Disability Retirement Date;shares of Restricted Stock for which restrictions have not lapsed will be immediately forfeited. (iiib) If the Executive’s employment is terminated pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Executive’s employment for an additional period and the Executive chooses not to continue in the employ of the Corporation, all unvested Options shall immediately expire effective the date of the Optionee's death prior to his termination of employment from and vested Options, to the Corporation;extent unexercised, shall expire twelve (12) months after the termination of employment and (ii) shares of Restricted Stock for which restrictions have not lapsed will be immediately forfeited. (ivc) If the date of Executive’s employment is terminated (A) in connection with a Change of Control; or (v) subject to the approval of the Plan Administrator, the Optionee's Early Retirement Date or the date of the Optionee's involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closureby the Corporation without Cause, or (C) such the Corporation tendered the Executive a Non-Renewal Notice for any reason other reason as may be specifically approved by than for Cause or (D) pursuant to Section 5(a)(v), (i) all unvested Options shall immediately vest and become exercisable effective the Plan Administrator. If more than one date of the accelerated vesting rules specified in this Section 3(b) can apply termination of employment, and, to the Optioneeextent unexercised, shall expire twelve (12) months after any such event and (ii) restrictions shall immediately lapse with respect to all shares of Restricted Stock. (d) If the Executive’s employment is terminated pursuant to 5(a)(vi), all Options, whether or not vested, shall immediately expire and all shares of Restricted Stock for which restrictions have not lapsed shall be forfeited effective the date of termination of employment. (e) The Corporation shall cause all future agreements, certificates or other documents evidencing any grant of Options or award of Restricted Stock to the Executive to contain the foregoing provisions and shall agree to amend all existing agreements, certificates or other documents evidencing any grant of Options or award of Restricted Stock to the Executive to contain the foregoing provisions. (f) For the avoidance of doubt, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options), provides the longest exercise period. Notwithstanding anything term “Restricted Stock” as used in this Agreement shall not include any shares of common stock beneficially owned by the Executive that were not issued pursuant to the contrary, except as otherwise provided in this Agreement in the case of a Disability Retirement Date an equity compensation plan or which occurs after Optionee's termination of employment are no longer subject to forfeiture pursuant to any Restricted Stock agreement with the Company, no Vesting Date will occur - and no options may vest - following termination of employment with the CompanyCorporation.

Accelerated Vesting. Notwithstanding (a) In the vesting schedule specified in Section 3(a) event of this Agreementany Corporate Transaction, the Total Option Shares Under Option at the time subject to this option but not otherwise vested shall become 100% vested upon automatically vest in full so that this option shall, immediately prior to the earliest to occur effective date of the following Vesting Dates: Corporate Transaction, become exercisable for all of the Option Shares as fully-vested shares and may be exercised for any or all of those Option Shares as vested shares. However, the Option Shares shall NOT vest on such an accelerated basis if and to the extent: (i) this option is assumed by the Optioneesuccessor corporation (or parent thereof) in the Corporate Transaction and the Corporation's Normal Retirement Date; repurchase rights with respect to the unvested Option Shares are assigned to such successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the Optionee's Disability Retirement Date;successor corporation which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (iiib) Immediately following the date of Corporate Transaction, this option shall terminate and cease to be outstanding, except to the Optionee's death prior to his termination of employment from extent assumed by the Corporation;successor corporation (or parent thereof) in connection with the Corporate Transaction. (ivc) the date of If this option is assumed in connection with a Change of Control; or (v) subject Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to the approval of the Plan Administrator, the Optionee's Early Retirement Date or the date of the Optionee's involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closure, or (C) such other reason as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified in this Section 3(b) can apply to the Optioneenumber and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation's outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Corporate Transaction, the Optionee may elect successor corporation may, in writing which vesting rule will apply. The vesting rule elected by connection with the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administratorassumption of this option, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number substitute one or more shares of options), provides the longest exercise period. Notwithstanding anything in this Agreement its own common stock with a fair market value equivalent to the contrarycash consideration paid per share of Common Stock in such Corporate Transaction. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, except as reclassify, reorganize or otherwise provided in this Agreement in the case change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of a Disability Retirement Date which occurs after Optionee's termination of employment with the Company, no Vesting Date will occur - and no options may vest - following termination of employment with the Companyits business or assets.

Accelerated Vesting. Notwithstanding In the vesting schedule specified in Section 3(a) event of this Agreement, the Total Shares Under Option shall become 100% vested upon the earliest to occur a Qualifying Termination that occurs outside of the following Vesting Dates: (i) the Optionee's Normal Retirement Date; (ii) the Optionee's Disability Retirement Date; (iii) the date of the Optionee's death prior to his termination of employment from the Corporation; (iv) the date of a Change of Control; or Control Period (vas defined below) and at least six (6) months after the Start Date, provided such termination constitutes a Separation from Service, then subject to the approval of the Plan AdministratorConditions, the Optionee's Early Retirement Date or Company will accelerate the date vesting of the Optionee's involuntary termination any time-based vesting equity awards then held by you so that, as of employment your Separation from the CorporationService date, in either case due to (A) job elimination, (B) plant closure, or (C) such other reason as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified in this Section 3(b) can apply to the Optionee, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee you will be deemed to have elected the available accelerated vesting rule which, first, vests the most options vested in the Optionee orportion of such time-based vesting equity awards that would have become vested if your employment continued for an additional six (6) months of service as of your Separation from Service date (the “Six Month Accelerated Vesting”). In the event of a Qualifying Termination that occurs upon or within three (3) months prior to or eighteen (18) months after the closing of the Change of Control or Corporate Transaction (in each case, second (if each accelerated vesting rule vests the same number “Change of optionsControl Period”), provides provided such Qualifying Termination constitutes a Separation from Service, or if either party terminates your employment due to your death or Disability which occurs within eighteen (18) months after the longest exercise closing of the Change of Control or Corporate Transaction, then subject to the Conditions, the Company shall accelerate the vesting of any then-unvested equity awards held by you (including but not limited to shares subject to the Initial Options) such that one hundred percent (100%) of such awards shall be immediately vested and exercisable as of your Separation from Service date (the “Change of Control Accelerated Vesting”, together with the Six Month Accelerated Vesting, the “Accelerated Vesting”). In order to accommodate the Change of Control Accelerated Vesting, if the Company terminates your employment without Cause or you resign your employment for Good Reason in the three (3) month period prior to a Change of Control, such equity awards shall not terminate with respect to shares that have not vested as of your employment termination date until the end of such three (3)-month period. Notwithstanding anything in this Agreement to the contrary​ ▇▇▇▇ ▇▇▇▇▇▇ June 9, except as otherwise provided in this Agreement in the case of a Disability Retirement Date which occurs after Optionee's termination of employment with the Company, no Vesting Date will occur - and no options may vest - following termination of employment with the Company.2020 ​

Accelerated Vesting. Notwithstanding the vesting schedule specified in Section 3(a) The provisions of this AgreementSection 2 shall apply in the event your Continuous Service ends prior to the Vesting Date due to your death, Disability or termination without Cause (as defined below)(any such event, a “Triggering Event”). Provided that, as of the last day of the Company’s most recently completed fiscal year prior to the date of any Triggering Event, the Total Shares Under Option shall become 100% vested upon the earliest to occur of the following Vesting Dates: Company has achieved (i) all Eligibility Thresholds for the Optionee's Normal Retirement Date; (ii) the Optionee's Disability Retirement Date; (iii) fiscal years completed prior to the date of the Optionee's death Triggering Event, and (ii) at least the “Minimum” Performance Level in the table included under “Requirements for Vesting” in Section 1 above for the fiscal years completed prior to his termination of employment from the Corporation; (iv) the date of a Change of Control; or (v) subject to the approval of the Plan Administrator, the Optionee's Early Retirement Date or the date of the Optionee's involuntary termination Triggering Event, you will become partially vested in the Shares subject to this Award on the date of employment from the CorporationTriggering Event as set forth below and will forfeit all other rights under this Award. For purposes of clauses (i) and (ii) above, in either case due to the event any Eligibility Thresholds and/or Performance Goals contemplate the attainment of an absolute dollar amount or other similar goal over the entire Performance Period, then such Eligibility Thresholds and/or Performance Goals shall be pro rated by a fraction having (Aa) job elimination, (B) plant closure, or (C) such other reason as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified in this Section 3(b) can apply a numerator equal to the Optioneenumber of fiscal years in the Performance Period completed prior to the Triggering Event, and (b) a denominator equal to the total number of fiscal years in the Performance Period. In the event the Company fails to complete the first fiscal year in the Performance Period prior to the Triggering Event, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee Company will be deemed to have elected met all Eligibility Thresholds and achieved the available accelerated vesting rule which, first, vests the most options “Target” Performance Level in the Optionee or, second (if each accelerated vesting rule vests the same table included under “Requirements for Vesting” in Section 1 above. The number of optionsShares in which your interest vests pursuant to this Section 2 will be determined by the product of (x) the Target Award; and (y) your vesting percentage (determined by applying the Performance Level calculated under this Section 2 using the table included under “Requirements for Vesting” in Section 1 above), provides the longest exercise period. Notwithstanding anything in this Agreement ; and (z) a fraction having (a) a numerator equal to the contrarynumber of full months of your Continuous Service after the Grant Date, except as otherwise provided in this Agreement in and (b) a denominator equal to the case total number of a Disability Retirement months from the Grant Date which occurs after Optionee's termination of employment with to the Company, no Vesting Date will occur - and no options may vest - following termination of employment with the CompanyDate.

Accelerated Vesting. Notwithstanding (A) In the event that Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Good Reason, twenty-five percent (25%) of Executive’s outstanding unvested equity awards granted under the Company’s equity and long-term incentive plan(s) prior to or on May 15, 2013 shall vest immediately. For the avoidance of doubt, in the event that Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Good Reason, no unvested equity awards granted under the Company’s equity and long-term incentive plan(s) following May 15, 2013 shall be subject to any accelerated vesting except as otherwise provided for in the applicable award agreement or in Section 3(c)(i)(D) below. (B) With respect to Executive’s restricted stock award granted under the Company’s equity and long-term incentive plan on March 7, 2013, in addition to the vesting schedule specified provisions, including accelerated vesting provisions, included in Section 3(asuch award agreement, if the Executive’s employment is terminated by Executive for Good Reason, one hundred percent (100%) of this Agreementsuch award shall vest immediately upon such termination for Good Reason. (C) Any option awards granted to Executive under the Company’s equity and long-term incentive plan on May 15, 2013 shall be subject to the Total Shares Under Option shall become 100% vested upon provisions of Section 6.B of such plan with respect to the earliest effect on options of a Fundamental Event or Change of Control Event (as such terms are defined in the plan); provided, however, that if a Change of Control Event occurs prior to occur the initial public offering of the following Vesting Dates:Company’s stock, any performance-based vesting option awards granted to Executive under the Company’s equity and long-term incentive plan on May 15, 2013 to the extent not then vested, shall also be vested and non-forfeitable consistent with the provisions of Section 6.B of such plan unless otherwise provided for by the Compensation Committee in which case such option awards shall be forfeited and cancelled without consideration. (iD) Except as otherwise provided in the Optionee's Normal Retirement Date; applicable award, in the event that Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Good Reason within the period of six (ii6) months prior to (but only if negotiations relating to the Optionee's Disability Retirement Date; (iii) particular Corporate Change that occurs are ongoing at the date of the Optionee's death prior to his termination notice of employment from termination) or eighteen (18) months after a Corporate Change that occurs during the Corporation; Term (iv) the date of a Change of Control; or (v) subject to the approval of the Plan Administratorsuch twenty-four month period, the Optionee's Early Retirement Date or the date of the Optionee's involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closure, or (C) such other reason as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified in this Section 3(b) can apply to the Optionee, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options“Protected Period”), provides the longest exercise period. Notwithstanding anything in this Agreement to the contrary, except as otherwise provided in this Agreement in the case one hundred percent (100%) of a Disability Retirement Date which occurs after Optionee's termination all of employment with Executive’s outstanding unvested equity awards granted under the Company’s equity and long-term incentive plan(s) following May 15, no Vesting Date will occur - and no options may 2013 shall vest - following termination of employment with the Companyimmediately.

Accelerated Vesting. Notwithstanding the vesting schedule specified in provisions of Section 3(a) of this Agreement4 hereof, the Total Shares Under Option shall RSUs covered by this Agreement will become 100% vested nonforfeitable and payable to Grantee upon the occurrence of the earliest to occur of any of the following Vesting Datesevents: (ia) If, while Grantee is continuously employed by the Optionee's Normal Retirement Date; Company or any of its Subsidiaries (ii) the Optionee's Disability Retirement Date; (iii) or any of their successors), a Change of Control occurs and a Replacement Award is not provided to Grantee on the date of such Change of Control, the Optionee's death number of RSUs that will become nonforfeitable and payable to Grantee shall equal the number of RSUs that Grantee would be entitled to receive based on actual achievement of the performance conditions described on Exhibit A as of the day immediately prior to his termination the Change of employment from Control [(in the Corporation; case of [ ], with the applicable required performance levels pro-rated based on the amount of time elapsed in the Performance Period, and in the case of [ ], as determined as of the end of the most recent quarter prior to the Change of Control for which the applicable data for the Peer Group (ivas defined in Exhibit A) is publicly available)] As applicable, as determined by the Board or the Committee. Such number of RSUs shall become nonforfeitable and payable to Grantee on the date of a such Change of Control; or. (vb) subject to If, while Grantee is continuously employed by the approval Company or any of the Plan Administratorits Subsidiaries (or any of their successors), the Optionee's Early Retirement Date or (i) a Re-Externalization occurs and on the date of such Re-Externalization or during the Optionee's involuntary termination thirty (30) day period thereafter if as a result of employment from the Corporationsuch Re-Externalization, in either case due to (A) Grantee’s job eliminationtitle, duties or responsibilities are materially and adversely changed, (B) plant closure, Grantee’s annual base salary or annual cash bonus opportunity is materially reduced or (C) Grantee’s principal office is relocated to a location that is in excess of fifty (50) miles from Bethesda, Maryland; or (ii) a Re-Externalization occurs pursuant to Section 1(c)(ii) hereof and as of the date of such other reason Re-Externalization, the Third-Party Manager (or any of its affiliates) has failed to provide Grantee with an offer of employment that provides for (A) a job title, duties or responsibilities that are materially no less favorable than Grantee’s job title, duties or responsibilities immediately prior to such Re-Externalization, (B) an annual base salary and an annual cash bonus opportunity that are materially no less favorable than Grantee’s annual base salary and annual cash bonus opportunity immediately prior to such Re-Externalization and (C) a principal office location that is not in excess of fifty (50) miles from Bethesda, Maryland (in any such case, as may be specifically approved determined by the Plan AdministratorCommittee, in its sole discretion), the number of RSUs that will become nonforfeitable and payable to Grantee shall equal (x) the number of RSUs that Grantee would have been entitled to receive if Grantee had remained employed until the last day of the Performance Period (based on actual achievement of the performance conditions described on Exhibit A during the Performance Period, as determined by the Board or the Committee after the end of the Performance Period). If Such number of RSUs shall become nonforfeitable and payable to Grantee on or before the first March 15 that follows the date on which the Board or Committee certifies achievement of the applicable performance conditions for the Performance Period. (c) In the event that Grantee’s employment is terminated by the Company or any of its Subsidiaries (or any of their successors) as a result of a Termination Without Cause that occurs more than one 12 months after the Date of Grant, the number of RSUs that will become nonforfeitable and payable to Grantee shall equal (x) the number of RSUs that Grantee would have been entitled to receive if Grantee had remained employed until the last day of the accelerated vesting rules specified Performance Period (based on actual achievement of the performance conditions described on Exhibit A during the Performance Period, as determined by the Board or the Committee after the end of the Performance Period), multiplied by (y) a fraction, the numerator of which shall be the number of full calendar months that had elapsed since the Date of Grant, and the denominator of which shall be 36; provided, however, that if such termination occurs more than 12 months after the Date of Grant and during the 24-month period following a Re-Externalization, the fraction will equal one (i.e., the RSUs will not be pro-rated). Such number of RSUs shall become nonforfeitable and payable to Grantee on or before the first March 15 that follows the date on which the Board or Committee certifies achievement of the applicable performance conditions for the Performance Period. For the avoidance of doubt, in this Section 3(bthe event that Grantee’s employment is terminated by the Company or any of its Subsidiaries (or any of their successors) can apply as a result of a Termination Without Cause that occurs on or prior to the Optionee12 month anniversary of the Date of Grant, other than following a Re-Externalization, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected RSUs covered by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options), provides the longest exercise period. Notwithstanding anything in this Agreement shall be forfeited automatically pursuant to the contrary, except as otherwise provided in this Agreement in the case of a Disability Retirement Date which occurs after Optionee's termination of employment with the Company, no Vesting Date will occur - and no options may vest - following termination of employment with the CompanySection 6.

Accelerated Vesting. Notwithstanding In the vesting schedule specified event of Employee’s Qualifying Termination before the closing of a Change in Section 3(aControl, such number of Employee’s then-unvested Stock Awards (as defined below) shall be deemed vested effective immediately prior to such termination as would have vested by their terms during the six (6) months following Employee’s date of this Agreementtermination had Employee remained employed by the Company during such period, the Total Shares Under Option shall become 100% vested upon the earliest to occur of the following Vesting Dates: provided that, (i) the Optionee's Normal Retirement Date; Employee complies with Sections 9 and 10 below, (ii) Employee continues to comply with the Optionee's Disability Retirement Date; terms of this Agreement (including without limitation Section 12 below) and (iii) the date of the Optionee's death prior to his termination of employment Employee resigns from the Corporation; (iv) the date of a Change of Control; or (v) subject to the approval of the Plan Administrator, the Optionee's Early Retirement Date or the date of the Optionee's involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closure, or (C) such other reason as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified in this Section 3(b) can apply to the Optionee, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options), provides the longest exercise period. Notwithstanding anything in this Agreement to the contrary, except as otherwise provided in this Agreement in the case of a Disability Retirement Date which occurs after Optionee's termination of employment any and all positions Employee holds with the Company, with such resignations to be effective no later than Employee’s Separation from Service date (or such other date requested or permitted by the Board). The foregoing accelerated vesting provisions are hereby referred to as “Accelerated Vesting” and are deemed to be a part of each Stock Award and to amend and supersede any provision in any agreement or plan regarding such Stock Award, even if such Accelerated Vesting provisions are less favorable. In the event of any conflict between the foregoing Accelerated Vesting provisions and the terms of any Stock Award, including any Stock Award granted prior to the Effective Date, the Accelerated Vesting provisions shall apply. Notwithstanding the foregoing, the Accelerated Vesting shall be in addition to, and not in any way in limitation of, the accelerated vesting provisions set forth in that certain Restricted Stock Purchase Agreement dated as of December 14, 2017, between the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as amended from time to time, pursuant to which the Founders Shares were issued to Employee. Notwithstanding the foregoing, any Stock Award granted after the Effective Date will occur - may be subject to additional accelerated vesting provisions in connection with a Change in Control, pursuant to the terms and no options may vest - following termination of employment with the Companyconditions set forth in such Stock Award’s applicable award agreement.

Accelerated Vesting. Notwithstanding Subject to Sections 11, 12 and 13 below, Employee’s continued compliance with the vesting schedule specified in Section 3(a) terms of this AgreementAgreement (including without limitation Sections 15, 16 and 17 below), Employee’s resignation from any and all positions Employee may hold with the Company, to be effective no later than Employee’s Separation from Service date (or such other date requested or permitted by the Board or the CEO), the Total Shares Under Option Company will provide Employee with the following accelerated vesting (the “Accelerated Vesting”): (a) In the event of Employee’s Qualifying Termination not occurring during the Change in Control Period, then such number of shares underlying Employee’s Stock Awards shall become 100% be deemed vested effective immediately prior to such termination as would have vested by the terms of such awards during the nine (9) months following Employee’s date of termination had Employee remained employed by the Company during such period; and (b) In the event of Employee’s Qualifying Termination during the Change in Control Period, all of Employee’s Stock Awards shall vest effective upon the earliest to occur later of the following Vesting Dates: (i) the Optionee's Normal Retirement Date; date of termination or (ii) the Optionee's Disability Retirement Date; (iii) the date of the Optionee's death prior to his termination of employment from the Corporation; (iv) the date of a Change of in Control; or (v) subject . Except to the approval extent an award agreement governing a Stock Award granted to Employee specifically provides for the treatment of such Stock Award in the event of any of the Plan Administrator, the Optionee's Early Retirement Date or the date of the Optionee's involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closure, or (C) such other reason as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified acceleration events described in this Section 3(b) can apply to 9 and provides that its terms shall supersede the Optioneeprovisions of this Section 9, in which case the terms of such award agreement shall govern, the Optionee may elect foregoing Accelerated Vesting provisions are deemed to be a part of each Stock Award and to amend and supersede any less favorable provision in writing which any agreement or plan regarding such Stock Award (and, for the avoidance of doubt, if any Stock Award is subject to more favorable vesting rule will apply. The vesting rule elected than the Accelerated Vesting pursuant to any agreement or plan regarding such Stock Award, such more favorable provisions shall continue to apply and shall not be limited by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of optionsAccelerated Vesting), provides the longest exercise period. Notwithstanding anything in this Agreement to the contrary, except as otherwise provided in this Agreement in the case of a Disability Retirement Date which occurs after Optionee's termination of employment with the Company, no Vesting Date will occur - and no options may vest - following termination of employment with the Company.

Accelerated Vesting. Notwithstanding (A) For the avoidance of doubt, in the event that Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Good Reason, no unvested equity awards granted under the Company’s equity and long-term incentive plan(s) following May 15, 2013 shall be subject to any accelerated vesting schedule specified except as otherwise provided for in the applicable award agreement or in Section 3(a3(c)(i)(C) below. (B) Any option awards granted to Executive under the Company’s equity and long-term incentive plan on May 15, 2013 shall be subject to the provisions of this AgreementSection 6.B of such plan with respect to the effect on options of a Fundamental Event or Change of Control Event (as such terms are defined in the plan); provided, however, that if a Change of Control Event occurs prior to the Total Shares Under Option shall become 100% vested upon the earliest to occur initial public offering of the following Vesting Dates:Company’s stock, any performance-based vesting option awards granted to Executive under the Company’s equity and long-term incentive plan on May 15, 2013 to the extent not then vested, shall also be vested and non-forfeitable consistent with the provisions of Section 6.B of such plan unless otherwise provided for by the Compensation Committee in which case such option awards shall be forfeited and cancelled without consideration. (iC) Except as otherwise provided in the Optionee's Normal Retirement Date; applicable award, in the event that Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Good Reason within the period of three (ii3) months prior to (but only if negotiations relating to the Optionee's Disability Retirement Date; (iii) particular Corporate Change that occurs are ongoing at the date of the Optionee's death prior to his termination notice of employment from termination) or twelve (12) months after a Corporate Change that occurs during the Corporation; Term (iv) the date of a Change of Control; or (v) subject to the approval of the Plan Administratorsuch fifteen-month period, the Optionee's Early Retirement Date or the date of the Optionee's involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closure, or (C) such other reason as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified in this Section 3(b) can apply to the Optionee, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options“Protected Period”), provides the longest exercise period. Notwithstanding anything in this Agreement to the contrary, except as otherwise provided in this Agreement in the case one hundred percent (100%) of a Disability Retirement Date which occurs after Optionee's termination all of employment with Executive’s outstanding unvested equity awards granted under the Company’s equity and long-term incentive plan(s) following May 15, no Vesting Date will occur - and no options may 2013 shall vest - following termination of employment with the Companyimmediately.

Accelerated Vesting. Notwithstanding (a) In the vesting schedule specified event of any Corporate Transaction, this option, to the extent outstanding at that time, but not fully exercisable, shall automatically accelerate in Section 3(a) full so that this option shall, immediately prior to the effective date of the Corporate Transaction, become fully exercisable for any or all of those Option Shares at the time subject to this option as fully- vested shares of Common Stock. However, no such acceleration of this Agreementoption shall occur if and to the extent: (i) this option is assumed by the successor corporation (or parent thereof) in the Corporate Transaction or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Option Shares for which this option is not otherwise exercisable at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the same exercise schedule in effect for the option pursuant to the Exercise Schedule as set forth in the Grant Notice. (b) Immediately following the Corporate Transaction, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) in connection with the Corporate Transaction. (c) If this option is assumed by the successor corporation (or parent thereof) in a Corporate Transaction, and at the time of, or within twelve (12) months following such Corporate Transaction, either (i) Optionee is offered a Lesser Position in replacement of the position held by him or her immediately prior to the Corporate Transaction or (ii) Optionee's Service terminates by reason of an Involuntary Termination, then, effective as of the date on which such Lesser Position is offered to Optionee or the effective date of such Involuntary Termination, respectively, this option, to the extent outstanding at that time but not fully exercisable shall automatically accelerate in part so that this option shall immediately become exercisable for the next annual installment of Option Shares for which this option is scheduled to become exercisable in accordance with the Exercise Schedule set forth in the Grant Notice. Following such acceleration, to the extent Optionee continues in Service, the Total Shares Under Option Exercise Schedule shall be adjusted so that this option shall become 100% vested upon exercisable for the earliest remaining annual installments of Option Shares (which were otherwise to occur become exercisable on the subsequent anniversaries of the following Vesting Dates: Commencement Date) on each subsequent anniversary of the effective date of such acceleration. Following an Involuntary Termination, this option shall remain exercisable for any or all of the vested Option Shares until the earlier of (i) the Optionee's Normal Retirement Date; expiration of the option term or (ii) the Optionee's Disability Retirement Date; expiration of the one (iii) 1)-year period measured from the effective date of the Optionee's death prior to his termination of employment from the Corporation;Involuntary Termination. (ivd) the date of If this option is assumed in connection with a Change of Control; or (v) subject Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to the approval of the Plan Administrator, the Optionee's Early Retirement Date or the date of the Optionee's involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closure, or (C) such other reason as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified in this Section 3(b) can apply to the Optioneenumber and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will and appropriate adjustments shall also be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options), provides the longest exercise period. Notwithstanding anything in this Agreement made to the contraryExercise Price, except as otherwise provided in this Agreement in the case of a Disability Retirement Date which occurs after Optionee's termination of employment with aggregate Exercise Price shall remain the Company, no Vesting Date will occur - and no options may vest - following termination of employment with the Companysame.

Accelerated Vesting. Notwithstanding (a) In the vesting schedule specified in Section 3(a) event of this Agreementany Corporate Transaction, the Total Option Shares Under Option at the time subject to this option but not otherwise vested shall become 100% vested upon automatically vest in full so that this option shall, immediately prior to the earliest to occur effective date of the following Vesting Dates: Corporate Transaction, become exercisable for all of the Option Shares as fully-vested shares and may be exercised for any or all of those Option Shares as vested shares. However, the Option Shares shall not vest on such an accelerated basis if and to the extent: (i) this option is assumed by the Optioneesuccessor corporation (or parent thereof) in the Corporate Transaction and the Corporation's Normal Retirement Date; repurchase rights with respect to the unvested Option Shares are assigned to such successor corporation (or parent thereof) or (ii) this option is to be replaced with a cash incentive program of the Optionee's Disability Retirement Date;successor corporation which preserves the spread existing on the unvested Option Shares at the time of the Corporate Transaction (the excess of the Fair Market Value of those Option Shares over the Exercise Price payable for such shares) and provides for subsequent payout in accordance with the same Vesting Schedule applicable to those unvested Option Shares as set forth in the Grant Notice. (iiib) Immediately following the date of Corporate Transaction, this option shall terminate and cease to be outstanding, except to the Optionee's death prior to his termination of employment from extent assumed by the Corporation;successor corporation (or parent thereof) in connection with the Corporate Transaction. (ivc) the date of If this option is assumed in connection with a Change of Control; or (v) subject Corporate Transaction, then this option shall be appropriately adjusted, immediately after such Corporate Transaction, to the approval of the Plan Administrator, the Optionee's Early Retirement Date or the date of the Optionee's involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closure, or (C) such other reason as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified in this Section 3(b) can apply to the Optioneenumber and class of securities which would have been issuable to Optionee in consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the -------- extent the actual holders of the Corporation's outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Corporate Transaction, the Optionee may elect successor corporation may, in writing which vesting rule will apply. The vesting rule elected by connection with the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administratorassumption of this option, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number substitute one or more shares of options), provides the longest exercise period. Notwithstanding anything in this Agreement its own common stock with a fair market value equivalent to the contrarycash consideration paid per share of Common Stock in such Corporate Transaction. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, except as reclassify, reorganize or otherwise provided in this Agreement in the case change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of a Disability Retirement Date which occurs after Optionee's termination of employment with the Company, no Vesting Date will occur - and no options may vest - following termination of employment with the Companyits business or assets.

Accelerated Vesting. Notwithstanding (A) For the avoidance of doubt, in the event that Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Good Reason, no unvested equity awards granted under the Company’s equity and long-term incentive plan(s) following May 15, 2013 shall be subject to any accelerated vesting schedule specified except as otherwise provided for in the applicable award agreement or in Section 3(a3(c)(i)(D) below. (B) Consistent with the terms of such award, in the event the Company undergoes a Corporate Change during the Term, one hundred percent (100%) of this AgreementExecutive’s restricted stock award granted under the Company’s equity and long-term incentive plan on March 7, 2013 shall vest immediately. (C) Any option awards granted to Executive under the Total Shares Under Option Company’s equity and long-term incentive plan on May 15, 2013 shall become 100% vested upon be subject to the earliest provisions of Section 6.B of such plan with respect to occur the effect on options of a Fundamental Event or Change in Control Event (as such terms are defined in the plan); provided, however, that if a Change in Control Event occurs prior to the initial public offering of the following Vesting Dates:Company’s stock, any performance-based vesting option awards granted to Executive under the Company’s equity and long-term incentive plan on May 15, 2013 to the extent not then vested, shall also be vested and non-forfeitable consistent with the provisions of Section 6.B of such plan unless otherwise provided for by the Compensation Committee in which case such option awards shall be forfeited and cancelled without consideration. (iD) Except as otherwise provided in the Optionee's Normal Retirement Date; applicable award, in the event that Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Good Reason within the period of three (ii3) months prior to (but only if negotiations relating to the Optionee's Disability Retirement Date; (iii) particular Corporate Change that occurs are ongoing at the date of the Optionee's death prior to his termination notice of employment from termination) or twelve (12) months after a Corporate Change that occurs during the Corporation; Term (iv) the date of a Change of Control; or (v) subject to the approval of the Plan Administratorsuch fifteen-month period, the Optionee's Early Retirement Date or the date of the Optionee's involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closure, or (C) such other reason as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified in this Section 3(b) can apply to the Optionee, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options“Protected Period”), provides the longest exercise period. Notwithstanding anything in this Agreement to the contrary, except as otherwise provided in this Agreement in the case one hundred percent (100%) of a Disability Retirement Date which occurs after Optionee's termination all of employment with Executive’s outstanding unvested equity awards granted under the Company’s equity and long-term incentive plan(s) following May 15, no Vesting Date will occur - and no options may 2013 shall vest - following termination of employment with the Companyimmediately.

Accelerated Vesting. Notwithstanding the vesting schedule specified in Section 3(a) of this Agreement, the Total Shares Under Option shall become 100% vested upon the earliest to occur of the following Vesting Dates: (i) the Optionee's Normal Retirement Date; (ii) the Optionee's Disability Retirement Date; (iii) the date of the Optionee's death prior to his termination of employment from the Corporation; (iv) the date of a Change of Control; or (v) subject to the approval of the Plan Administrator, the Optionee's Early Retirement Date or the date of the Optionee's involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closure, or (C) such other reason as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified in this Section 3(b) can apply to the Optionee, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options), provides the longest exercise period. Notwithstanding anything in this Agreement to the contrary, except as otherwise provided in this Agreement in the case of a Disability Retirement Date which occurs after Optionee's termination of During your employment with the Company, no Vesting Date you were given certain restricted stock units (“Restricted Stock Units”) of Ondas pursuant to the ▇▇▇ Ventures Incorporated 2018 Incentive Stock Plan (the “Plan”). Pursuant to the terms of the Restricted Stock Unit Agreement granted under the Plan, dated August 5, 2021 (the “Grant Agreement”), you were originally eligible to earn up to 825,000 Restricted Stock Units if certain vesting conditions were met. Pursuant to the terms of this Agreement, Ondas will occur - vest 275,000 of the remaining unvested Restricted Stock Units issued under the Grant Agreement (the “Accelerated Vesting,” and no options may vest - following termination collectively with the Limited Non-Compete Waiver, the “Consideration”) in connection with your separation of employment with the Company and the underlying shares will be delivered in accordance with the terms of the Grant Agreement and the Plan. The remaining 275,000 unvested Restricted Stock Units that do not vest pursuant to the Grant Agreement or this Agreement shall be forfeited. You understand that the Company is not obligated to offer you the Consideration in connection with the separation of your employment, the Consideration is in addition to any rights or benefits you are otherwise entitled to by virtue of your employment with Company, and you will not be entitled to receive the Consideration without timely signing and not revoking this Agreement. You acknowledge that your receipt of the Consideration under this Agreement does not, in any way, extend the period of your employment or continuous service beyond the Separation Date or confer any other rights or benefits other than what may be set forth expressly herein. You agree to pay any and all taxes found to be owed from the Consideration made pursuant to this Agreement and to indemnify and hold the Company harmless from any tax liabilities as a result of any payment made pursuant to this Agreement. You understand and agree that any necessary tax documentation may be filed by the Company with regard to the Consideration.

Accelerated Vesting. (a) Notwithstanding the vesting schedule specified foregoing provisions of Section 3 to the contrary: in the event that during the Performance Period you incur a CIC Separation from Service, then the restrictive covenants set forth in Section 3(a) of this Agreement, the Total Shares Under Option 10 hereof shall become 100% vested upon the earliest cease to occur of the following Vesting Dates: apply and (i) the Optionee's Normal Retirement Date; (iiif you are not a “covered employee” as defined in Section 162(m) the Optionee's Disability Retirement Date; (iii) the date of the Optionee's death prior to his termination of employment from Code, the Corporation; (iv) the date of a Change of Control; or (v) subject Target Achievement Level applicable to the approval of the Plan Administrator, the Optionee's Early Retirement Date or the date of the Optionee's involuntary termination of employment Performance Period in which such CIC Separation from the Corporation, in either case due to (A) job elimination, (B) plant closure, or (C) such other reason as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified in this Section 3(b) can apply to the Optionee, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee Service will be deemed to have elected been achieved; and (ii) if you are a “covered employee,” you shall forfeit the available accelerated vesting rule which, first, vests Performance Units and instead shall be entitled to receive a single-sum payment pursuant to the Plan that is not based on any outstanding Performance Period. The single-sum payment will be calculated using the number of performance units you would have been entitled to receive under the Plan at the Target Achievement Level with respect to the most options recent Performance Period that precedes and does not include your date of termination of System Company employment; provided that if you did not participate in the Optionee orPlan for such Performance Period, second the single- sum payment will be calculated using for such Performance Period the number of performance units you would have been entitled to receive under the Plan at the Target Achievement Level for such Performance Period as though you had participated in the Plan for such Performance Period at your ML as of the termination of your System Company employment. Any Performance Units or single-sum payment payable pursuant to this Section 4 shall be paid in cash, subject to applicable withholding, on your System Company employer’s first regular payroll date following the later of the applicable Change in Control and your CIC Separation from Service; provided that, if your CIC Separation from Service occurs within the Change in Control Period and prior to the applicable Change in Control, then (A) if each accelerated vesting rule vests the Performance Units or single-sum payment payable pursuant to this Section 4 would constitute “nonqualified deferred compensation” for purposes of Section 409A of the Code then there shall not be an acceleration of any payment pursuant to this Section 4 unless the applicable Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code and (B) if the applicable Change in Control does not constitute a “change in control event” within the meaning of Section 409A of the Code, then the Performance Units shall vest and be paid out at the same number time and in the same form as if you had remained employed by a System Company through such vesting and payment dates, subject to the terms of options)Section 28 of the Plan. (b) If you incur a CIC Separation from Service following the occurrence of a Potential Change in Control and prior to the occurrence of a Change in Control then, provides the longest exercise period. Notwithstanding notwithstanding anything in this Agreement herein to the contrary, except as otherwise provided the Performance Units shall remain outstanding and unvested until, and shall be cancelled and forfeited upon the earlier of (i) the date that is ninety (90) days after the date of your CIC Separation from Service and (ii) the original term of the Performance Units. (c) Notwithstanding anything herein to the contrary, the time and form of any payments to which you may be entitled pursuant to this Section 4 are subject to the requirements and limitations set forth in this Agreement in Section 28 of the case of a Disability Retirement Date which occurs after Optionee's termination of employment with the Company, no Vesting Date will occur - and no options may vest - following termination of employment with the CompanyPlan.

Accelerated Vesting. Notwithstanding the vesting schedule specified in Section 3(a) of this Agreement, the Total Shares Under Option shall become 100% vested upon the earliest to occur of the following Vesting Dates: (i) In the Optionee's Normal Retirement event of Employee’s Qualifying Termination, then (A) with respect to Employee’s then-unvested Stock Awards granted prior to the date of the closing of the transactions contemplated by the Series A Preferred Stock Purchase Agreement, dated as of August 15, 2019, by and among the Company and the Purchasers named therein (the “Transaction Closing Date;” and such awards, the “Existing Stock Awards”), all such Existing Stock Awards shall be deemed vested effective immediately prior to such termination, and (B) with respect to Employee’s then-unvested Stock Awards granted on or after the Transaction Closing Date (the “New Stock Awards”), provided such termination or resignation also constitutes a Separation from Service, then such number of Employee’s New Stock Awards shall be deemed vested effective immediately prior to such termination as would have vested by their terms during the twelve (12) months following Employee’s date of termination had Employee remained in the service of or employed by the Company during such period; provided that (x) Employee complies with Sections 7 and 8 below, (y) Employee continues to comply with the terms of this Agreement (including without limitation Section 10 below) and (z) Employee resigns from any and all positions Employee holds with the Company, with such resignations to be effective no later than Employee’s Separation from Service date (or such other date requested or permitted by the Board); provided, however, that Employee’s services shall not be considered to have been terminated without Cause or for Good Reason if Employee ceases to serve as Chief Executive Officer but continues to serve as a member of the Board, in which case the foregoing acceleration shall then be triggered upon a termination of Employee’s service as a member of the Board without Cause or for Good Reason. (ii) In the Optionee's Disability Retirement Date;event of a Change in Control, then 50% of Employee’s then-unvested Existing Stock Awards shall be deemed vested effective immediately prior to such Change in Control. (iii) In the date event of the Optionee's death prior to his Employee’s termination of employment from due to death or disability, then all Employee’s then-unvested Existing Stock Awards shall be deemed vested effective immediately prior to such termination. The foregoing accelerated vesting provisions are hereby referred to as the Corporation; (iv) “Accelerated Vesting” and are deemed to be a part of each Stock Award and to amend and supersede any provision in any agreement or plan regarding such Stock Award, even if such Accelerated Vesting provisions are less favorable. In the date event of a Change any conflict between the foregoing Accelerated Vesting provisions and the terms of Control; or (v) subject to the approval of the Plan Administratorany Stock Award, including any Existing Stock Award, the Optionee's Early Retirement Date or Accelerated Vesting provisions shall apply. Notwithstanding the date of foregoing, the Optionee's involuntary termination of employment from the CorporationAccelerated Vesting shall be in addition to, and not in either case due to (A) job eliminationany way in limitation of, (B) plant closure, or (C) such other reason as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified provisions set forth in this Section 3(b) can apply that certain Restricted Stock Purchase Agreement dated as of December 11, 2017, between the Company and The ▇▇▇▇ ▇. and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Family Trust DTD 04/27/07, as amended from time to time, pursuant to which the Founders Shares were issued to Employee. Notwithstanding the foregoing, any Stock Award granted after the Transaction Closing Date may be subject to additional accelerated vesting provisions in connection with a Change in Control, pursuant to the Optionee, the Optionee may elect terms and conditions set forth in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options), provides the longest exercise period. Notwithstanding anything in this Agreement to the contrary, except as otherwise provided in this Agreement in the case of a Disability Retirement Date which occurs after Optionee's termination of employment with the Company, no Vesting Date will occur - and no options may vest - following termination of employment with the CompanyStock Award’s applicable award agreement.

Accelerated Vesting. Notwithstanding the vesting schedule specified Vesting Criteria set forth in Section 3(a) 2 to the contrary, the vesting of all or a portion of Grantee’s Restricted Units shall accelerate in the following circumstances: 4.1 Employer terminates Grantee’s System Company employment for a reason other than Cause (as defined in Section 16 of this Agreement), Disability or death, and Grantee has otherwise satisfied the Total Shares Under Option shall become 100% vested upon the earliest to occur of the following Vesting Dates: (i) the Optionee's Normal Retirement Date; (ii) the Optionee's Disability Retirement Date; (iii) Criteria set forth in Section 2 through the date of such termination, then Grantee shall fully vest in all Restricted Units on such termination date, unless Grantee becomes employed by an employer that assumes this Agreement or the Optionee's death prior obligations to his termination Grantee hereunder. 4.2 Further, in accordance with the terms and conditions of employment from the Corporation; Equity Plan, if within twenty-four (iv24) months following the effective date of a Change in Control, Grantee’s System Company employment is terminated by a System Company without Cause (as defined in the Equity Plan) or by Grantee with Good Reason (such that Grantee is no longer employed by any System Company), then Grantee shall fully vest in all Restricted Units as of Control; or (v) the date Grantee’s System Company employment is terminated, unless Grantee becomes employed by an employer that assumes this Agreement or the obligations to Grantee hereunder, In the event of accelerated vesting as described in this Section 4, Employer shall pay Grantee a lump sum cash payment equal to the Fair Market Value of such vested Restricted Units as of the earlier of the Vesting Date or separation from service, less all applicable income, employment and other tax amounts required to be withheld in connection with such payment, as soon as reasonably practicable following such accelerated vesting date, but in no event later than March 15th following the end of the calendar year in which such Restricted Units are no longer subject to a “substantial risk of forfeiture” (within the approval meaning of Code Section 409A). It is intended that the Plan Administrator, timing of such payments shall be in accordance with the Optionee's Early Retirement Date or the date short-term deferral exception of the Optionee's involuntary termination Code Section 409A and accompanying final regulations. In no event shall Grantee be entitled to accelerated vesting and payment of employment from the Corporation, in either case due to (A) job elimination, (B) plant closure, or (C) such other reason as may be specifically approved by the Plan Administrator. If Restricted Units under more than one of the accelerated vesting rules specified events described in this Section 3(b) can apply to the Optionee, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting4 above. If vesting and payment of the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available Restricted Units is accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options), provides the longest exercise period. Notwithstanding anything in this Agreement to the contrary, except as otherwise provided in this Agreement in the case of a Disability Retirement Date which occurs after Optionee's termination of employment accordance with the event described in 4.1 above, then the value of any such Restricted Units shall reduce dollar-by-dollar the amount of any cash severance payment otherwise payable to Grantee under the terms and conditions of any Company, no Vesting Date will occur - and no options may vest - following termination of employment with the Company-sponsored severance plan or severance arrangement.

Accelerated Vesting. Notwithstanding The Participant’s Employment Agreement sets forth certain terms and conditions under which Participant’s equity or equity-based awards from the Corporation, including this Award, may vest in whole or in part on an accelerated basis under various specified circumstances. Accordingly, the terms and provisions of the Employment Agreement (including any conditions, restrictions or limitations governing the accelerated vesting schedule specified or the issuance of the Shares, including (without limitation) the execution and delivery of an effective Release), as they apply to this Award, are hereby incorporated by reference into this Agreement and shall have the same force and effect as if expressly set forth in this Agreement. The shares of Common Stock underlying the Restricted Stock Units that vest on an accelerated basis in accordance with those provisions (other than as a result of Participant’s death or permanent disability) shall be issued to the Participant on the first business day on which the release required of Participant pursuant to Section 3(a4.2(a) of this Agreementthe Employment Agreement (the “Release”) is effective and enforceable in accordance with its terms following any applicable revocation period, or as soon thereafter as administratively practicable, but in no event later than the Total Shares Under Option shall become 100% vested upon the earliest to occur later of the following Vesting Dates: dates on which the Release is so effective: (i) the Optionee's Normal Retirement Date; fifteenth day of the third month following the end of the Employee’s taxable year in which such cessation of Employee status occurs or (ii) the Optionee's Disability Retirement Date; fifteenth day of the third month following the end of the Corporation’s taxable year in which such cessation of Employee status occurs. Any shares of Common Stock underlying the Restricted Stock Units that vest on an accelerated basis in accordance with those incorporated provisions as a result of Participant’s death or permanent disability will be issued to the Participant within the sixty (iii60) day period following the date of the Optionee's death prior to his termination cessation of employment from the Corporation; (iv) the date of a Change of Control; or (v) subject to the approval of the Plan Administrator, the Optionee's Early Retirement Date or the date of the Optionee's involuntary termination of employment from the Corporation, in either case Employee status due to (Adeath or permanent disability.” 3. Paragraph 6(c) job elimination, (B) plant closure, or (C) such other reason of each Restricted Stock Unit Issuance Agreement is hereby amended in its entirety to read as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified in this Section 3(b) can apply to the Optionee, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options), provides the longest exercise period. Notwithstanding anything in this Agreement to the contrary, except as otherwise provided in this Agreement in the case of a Disability Retirement Date which occurs after Optionee's termination of employment with the Company, no Vesting Date will occur - and no options may vest - following termination of employment with the Company.follows:

Accelerated Vesting. Notwithstanding the vesting schedule specified in Section 3(a) of As further consideration for Releasor’s promises made and obligations under this Agreement, and in lieu of continued vesting under the Total Shares Under Option terms of the applicable award agreements, Blackhawk shall obtain necessary approvals from the appropriate governance body to cause the following equity grants to become vested, provided that Releasor does not exercise the right of revocation provided for in Paragraph 10(c) below, continues working for Blackhawk in compliance with Blackhawk practices and guidelines, and participates in and assists with the transition of Releasor’s duties to the successor CFO in a professional manner. For the avoidance of doubt, Releasor shall not be entitled to any accelerated or continued vesting if he voluntarily terminates employment before the end of the Continuation of CFO Period (including any extension thereof by Blackhawk). i Ten thousand one hundred sixty-two (10,162) Restricted Stock Units, which represent seventy-five percent (75%) of the Restricted Stock Units granted pursuant to the 2017 Restricted Stock Unit Award Agreement (the “▇▇▇▇ ▇▇▇ Agreement”) entered into by Releasor under the Blackhawk Network Holdings, Inc. 2013 Equity Incentive Plan, as amended (the “2013 Plan”), shall become 100% vested upon the earliest to occur as of the following Vesting Dates: earlier of: (i) the Optionee's Normal Retirement Date; February 1, 2018 and (ii) the Optionee's Disability Retirement Date; Termination Date (iiias defined below). In addition, if the Continuation of CFO Period is extended beyond February 1, 2018, the remaining three thousand three hundred and eighty eight (3,388) Restricted Stock Units shall become vested as of February 1, 2018. Blackhawk shall cause one share of common stock of Blackhawk to be paid for each such vested Restricted Stock Unit as soon as administratively practicable following the applicable vesting date and in all events on or prior to February 12, 2018. Notwithstanding the foregoing sentence or anything to the contrary herein, the settlement of the Optionee's death prior to his termination of employment from the Corporation; (iv) the date of a Change of Control; or (v) subject vested Restricted Stock Units will be delayed by Blackhawk to the approval extent necessary to avoid the imposition of tax under Section 409A of the Plan AdministratorCode. Following the Termination Date, the Optionee's Early Retirement Date or remaining unvested Restricted Stock Units (after taking into consideration the date of the Optionee's involuntary termination of employment from the Corporation, in either case due to (Avesting described herein) job elimination, (B) plant closure, or (C) such other reason as may shall be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified in this Section 3(b) can apply to the Optionee, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options), provides the longest exercise period. Notwithstanding anything in this Agreement to the contrary, except as otherwise provided in this Agreement in the case of a Disability Retirement Date which occurs after Optionee's termination of employment with the Company, no Vesting Date will occur - and no options may vest - following termination of employment with the Companyforfeited.

Accelerated Vesting. Notwithstanding (A) For the avoidance of doubt, in the event that Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Good Reason, equity awards granted to Executive under the Company’s equity and long-term incentive plan(s) that are not vested at the time of termination of employment shall not be subject to any accelerated vesting schedule specified except as otherwise provided for in the applicable award agreement or in Section 3(a3(c)(i)(B) below. ​ (B) Notwithstanding anything to the contrary in the applicable award agreement: (1) In the event that Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Good Reason before or after the Protected Period, subject to Executive’s satisfaction of the conditions set forth in the second sentence of Section 4(b) of this Agreement, the Total Shares Under Option shall become 100% vested upon the earliest portion of any option to occur purchase shares of common stock of the Company granted to Executive under the Company’s equity and long-term incentive plan(s) (“Company Stock Option”) that is unvested at the time of termination of employment shall remain outstanding and eligible to vest for a period of six (6) months following Vesting Dates: (i) the Optionee's Normal Retirement Date; (ii) the Optionee's Disability Retirement Date; (iii) such termination of employment and shall vest on the date or dates that such portion of the Optionee's death Company Stock Option would have vested by its terms had Executive remained employed by the Company during such six (6)-month period; provided, that in the event any such Company Stock Option was granted to Executive within the one (1)-year period immediately prior to his termination of employment from such that such Company Stock Option is still within its one-year “cliff” vesting period, fifty percent (50%) of the Corporation;shares of common stock of the Company subject to this portion of such Company Stock Option (i.e., 50% of the 25% of the shares of common stock of the Company subject to such Company Stock Option) shall vest on the date that such portion of the Company Stock Option would have vested by its terms had Executive remained employed by the Company (i.e., in general, on the first anniversary of the grant date of such Company Stock Option). Any Company Stock Options that are vested by their terms on the date on which Executive’s termination of employment occurs may only be exercised by Executive at any time within the six (6)-month period immediately following his termination of employment (but in no event later than the expiration of the stated term of such Company Stock Options) and any Company Stock Options that become vested following the date Executive’s termination of employment occurs as a result of the application of the terms of this Section 3(c)(i)(B)(1) may only be exercised by Executive at any time within the ninety (90)- day period immediately following the date that the Company Stock Options first so become vested (but in no event later than the expiration of the stated term of such Company Stock Options). (iv2) In the event that Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Good Reason before or after the Protected Period, fifty percent (50%) of the portion of the of restricted stock units granted to Executive under the Company’s equity and long-term incentive plan(s) that are subject to solely time-based vesting conditions that would have otherwise vested on the next scheduled vesting date immediately following the date such termination of a Change employment occurs shall vest upon such termination of Control; oremployment, subject to Executive’s satisfaction of the conditions set forth in the second sentence of Section 4(b) of this Agreement. (v3) In the event that Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Good Reason during ​ ​ the Protected Period, one hundred percent (100%) of all of Executive’s outstanding unvested equity awards that are subject to solely time-based vesting conditions granted under the Company’s equity and long-term incentive plan(s) shall vest immediately and any outstanding equity awards that are subject to performance-based vesting conditions shall be subject to the approval terms and conditions of the Plan Administrator, the Optionee's Early Retirement Date or the date of the Optionee's involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closure, or (C) award agreements evidencing such other reason as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified in this Section 3(b) can apply to the Optionee, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options), provides the longest exercise period. Notwithstanding anything in this Agreement to the contrary, except as otherwise provided in this Agreement in the case of a Disability Retirement Date which occurs after Optionee's termination of employment with the Company, no Vesting Date will occur - and no options may vest - following termination of employment with the Companyawards.

Accelerated Vesting. Notwithstanding anything to the contrary contained in the foregoing provisions of this Section 3.3., in the event that prior to the full vesting schedule specified of the Equity Awards the Corporation shall terminate this Agreement without Cause, the Executive shall resign for Good Reason, the Executive’s employment with the Corporation shall terminate by reason of death or disability, or a Change in Control shall occur prior to the termination of the Executive’s employment with the Corporation (each, a “Triggering Event”), then the entire unvested Time-Based Equity Awards shall fully vest on the date of such Triggering Event. The percentage of the Performance-Based Equity Award and the Dividend Equivalent Rights that vests under this Section 3.3(d), if any, will be determined as of the date of the Triggering Event in accordance with the chart set forth in Section 3(a3.3(b) above (with linear interpolation between the Threshold, Target and Maximum amounts); provided, however, that for purposes of this AgreementSection 3.3(d) and Section 3.3(e) below, Average Annual TSR shall mean the Total Shares Under Option shall become 100% vested upon the earliest to occur product of the following Vesting Dates: (i) the Optionee's Normal Retirement Date; sum of (A) the Corporation’s total shareholder return for each full 12-month period in the Acceleration Performance Period (as defined below), if any, plus (B) the Corporation’s total shareholder return for the period beginning on the first day following the last full 12-month period in the Acceleration Performance Period and ending on the last day of the Acceleration Performance Period (or, if there is no full 12-month period in the Acceleration Performance Period, the period beginning on the first day of the Full Performance Period and ending on the last day of the Acceleration Performance Period), with total shareholder return for such periods calculated in accordance with Section 3.3(b)(ii) above, and (ii) a fraction, the Optionee's Disability Retirement Date; numerator of which is 1,825 (iiii.e., 365 x 5), and the denominator of which is five (5) times the number of days in the Acceleration Performance Period. For purposes of this Section 3.3(d) the date Acceleration Performance Period shall be the period commencing on the first day of the Optionee's death prior to his termination Full Performance Period and ending on the Triggering Event. By way of employment from illustration, if this calculation were performed on the Corporation; (iv) the date of a Change of Control; or (v) subject to the approval last day of the Plan Administratorsecond year of the Full Performance Period and the sum of the annual total shareholder return and partial-year total shareholder return through the Triggering Event was 15% then the fraction would be 1825/(5x730), the Optionee's Early Retirement Date or Average Annual TSR would be 7.5%, and the date payout of the Optionee's involuntary termination Performance-Based Equity Award and the Dividend Equivalent Rights that vest would be the linear interpolation of employment from the Corporation, in either case due to (A) job elimination, (B) plant closure7.5% between 6.5% and 10%, or (C) such other reason as may be specifically approved by the Plan Administrator. If more than one 114.3% of the accelerated vesting rules specified in this Section 3(b) can apply to the Optionee, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options), provides the longest exercise period. Notwithstanding anything in this Agreement to the contrary, except as otherwise provided in this Agreement in the case of a Disability Retirement Date which occurs after Optionee's termination of employment with the Company, no Vesting Date will occur - Target Performance Based Award and no options may vest - following termination of employment with the CompanyDividend Equivalent Rights.

Accelerated Vesting. Notwithstanding (A) For the avoidance of doubt, in the event that Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Good Reason, no unvested equity awards granted under the Company’s equity and long-term incentive plan(s) following May 15, 2013 shall be subject to any accelerated vesting schedule specified except as otherwise provided for in the applicable award agreement or in Section 3(a3(c)(i)(D) below. (B) Consistent with the terms of such award, in the event the Company undergoes a Corporate Change during the Term, one hundred percent (100%) of this AgreementExecutive’s restricted stock award granted under the Company’s equity and long-term incentive plan on March 7, the Total Shares Under Option 2013 shall become 100% vested upon the earliest to occur of the following Vesting Dates:vest immediately. (iC) Any option awards granted to Executive under the Optionee's Normal Retirement Date;Company’s equity and long-term incentive plan on May 15, 2013 shall be subject to the provisions of Section 6.B of such plan with respect to the effect on options of a Fundamental Event or Change of Control Event (as such terms are defined in the plan). (iiD) Except as otherwise provided in the Optionee's Disability Retirement Date; applicable award, in the event that Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Good Reason within the period of three (iii3) months prior to (but only if negotiations relating to the particular Corporate Change that occurs are ongoing at the date of the Optionee's death prior to his termination notice of employment from termination) or twelve (12) months after a Corporate Change that occurs during the Corporation; Term (iv) the date of a Change of Control; or (v) subject to the approval of the Plan Administratorsuch fifteen-month period, the Optionee's Early Retirement Date or the date of the Optionee's involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closure, or (C) such other reason as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified in this Section 3(b) can apply to the Optionee, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options“Protected Period”), provides the longest exercise period. Notwithstanding anything in this Agreement to the contrary, except one hundred percent (100%) of all of Executive’s outstanding unvested equity awards granted as otherwise provided in this Agreement in the case of a Disability Retirement Date which occurs after Optionee's termination of employment with an inducement grant or under the Company’s equity and long-term incentive plan(s) following May 15, no Vesting Date will occur - and no options may 2013 shall vest - following termination of employment with the Companyimmediately.

Accelerated Vesting. Notwithstanding the vesting schedule specified in Section 3(a) of this Agreement, the Total Shares Under Option shall become 100% vested upon the earliest to occur of the following Vesting Dates: (i) the Optionee's Normal Retirement Date; (ii) the Optionee's Disability Retirement Date; (iii) the date of the Optionee's death prior to his termination of employment In connection with Executive’s separation from the Corporation; (iv) the date of a Change of Control; or (v) subject to the approval of the Plan Administrator, the Optionee's Early Retirement Date or the date of the Optionee's involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closure, or (C) such other reason as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified in this Section 3(b) can apply to the Optionee, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options), provides the longest exercise period. Notwithstanding anything in this Agreement to the contrary, except as otherwise provided in this Agreement in the case of a Disability Retirement Date which occurs after Optionee's termination of employment with the Company, no Vesting Date will occur - the restricted shares of the Company’s Common Stock (the “RSA’s”) and no options may vest - following termination of employment performance stock units (the “PSU’s”) held by Executive pursuant to the Company’s 2015 Incentive Plan are subject to automatic forfeiture. The RSA’s are covered by applicable Restricted Stock Award Agreements, and the PSU’s are covered by applicable Performance-Based Restricted Stock Unit Agreements that Executive entered into with the Company. Under the terms of such agreements, any RSA’s or PSU’s under the 2015 Incentive Plan are forfeited to the extent they have not vested in accordance with their terms as of the date of Executive’s separation from employment. Subject to Executive’s execution, non-revocation of, and compliance with this Agreement, including the waiver and release of claims in Section 5, the Company will provide the following with respect to Executive’s RSA’s and PSU’s (collectively, the “Accelerated Vesting”). The calculation of shares is more specifically detailed on Exhibit A attached hereto and made a part hereof. 3.5.1 Any RSA’s outstanding as of May 31, 2019 shall become vested and nonforfeitable on a pro-rata basis, as more specifically detailed in Exhibit A; 3.5.2 The second tranche (1/3 of the total determination) of the Performance Stock Units from the award dated February 15, 2018, shall become vested and nonforfeitable on a pro-rata basis on the Separation Date, as more specifically detailed in Exhibit A. Any remaining amounts related to this award are forfeited; 3.5.3 The first tranche (1/3 of the total determination) of any Performance Stock Units from the award dated February 15, 2019, if applicable and solely as determined by the Compensation Committee of the Board of Directors during the first quarter of 2020, shall become vested and nonforfeitable on a pro-rata basis upon the applicable date on or before March 31, 2020. Any remaining amounts related to this award are forfeited; 3.5.4 For the sake of clarity, all PSA’s and stock options previously granted to Executive related to the attainment of a particular stock price of the Company’s common stock are forfeited pursuant to the terms of their respective agreements.

Accelerated Vesting. Notwithstanding (A) For the vesting schedule specified avoidance of doubt, in Section 3(a) the event that Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Good Reason, no unvested equity awards granted to the Executive, including equity awards granted to him in his capacity as a consultant to the Company prior to the execution of this Agreement, under the Total Shares Under Option Company’s equity and long-term incentive plan(s) following May 22, 2013 shall become 100% vested upon be subject to any accelerated vesting except as otherwise provided for in the earliest applicable award agreement or in Section 3(c)(i)(C) below. (B) Any equity awards granted to occur Executive in his capacity as a consultant to the Company prior to the execution of this Agreement under the Company’s equity and long-term incentive plan on May 22, 2013 shall be subject to the provisions of Section 6.B of such plan with respect to the effect on options and the effect on restricted stock awards, as applicable, of a Fundamental Event or Change in Control Event (as such terms are defined in the plan); provided, however, that if a Change in Control Event occurs prior to the initial public offering of the following Vesting Dates:Company’s stock, any equity awards granted to Executive under the Company’s equity and long-term incentive plan on May 22, 2013 the vesting of which is not accelerated by virtue of Section 6.B of such plan, shall be forfeited and cancelled without consideration unless otherwise provided for by the Compensation Committee. (iC) Except as otherwise provided in the Optionee's Normal Retirement Date; applicable award, in the event that Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Good Reason within the period of three (ii3) months prior to (but only if negotiations relating to the Optionee's Disability Retirement Date; (iii) particular Corporate Change that occurs are ongoing at the date of the Optionee's death prior to his termination notice of employment from termination) or twelve (12) months after a Corporate Change that occurs during the Corporation; Term (iv) the date of a Change of Control; or (v) subject to the approval of the Plan Administratorsuch fifteen-month period, the Optionee's Early Retirement Date or the date of the Optionee's involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closure, or (C) such other reason as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified in this Section 3(b) can apply to the Optionee, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options“Protected Period”), provides the longest exercise period. Notwithstanding anything in this Agreement to the contrary, except as otherwise provided in this Agreement in the case one hundred percent (100%) of a Disability Retirement Date which occurs after Optionee's termination all of employment with Executive’s outstanding unvested equity awards granted under the Company’s equity and long-term incentive plan(s) following May 22, no Vesting Date will occur - and no options may 2013 shall vest - following termination of employment with the Companyimmediately.

Accelerated Vesting. Notwithstanding the vesting schedule specified provisions of Section 4 hereof, all of the RSUs covered by this Agreement that have not already vested and become nonforfeitable pursuant to Section 4 hereof will become nonforfeitable and payable to Grantee pursuant to Section 7 hereof earlier than the time provided in Section 3(a) of this Agreement, the Total Shares Under Option shall become 100% vested 4 hereof upon the occurrence of the earliest to occur of any of the following Vesting Datesevents: (ia) While Grantee is continuously employed by the Optionee's Normal Retirement Date; Company or any of its Subsidiaries (ii) the Optionee's Disability Retirement Date; (iii) or any of their successors), a Change of Control occurs and a Replacement Award is not provided to Grantee on the date of the Optionee's death prior to his termination such Change of employment from the Corporation;Control. (ivb) While Grantee is continuously employed by the Company or any of its Subsidiaries (or any of their successors): (i) a Re-Externalization occurs and on the date of such Re-Externalization, or during the thirty (30) day period thereafter if as a Change result of Control; or (v) subject to the approval of the Plan Administratorsuch Re-Externalization, the Optionee's Early Retirement Date or the date of the Optionee's involuntary termination of employment from the Corporation, in either case due to (A) Grantee’s job eliminationtitle, duties or responsibilities are materially and adversely changed, (B) plant closure, Grantee’s annual base salary or annual cash bonus opportunity is materially reduced or (C) Grantee’s principal office is relocated to a location that is in excess of fifty (50) miles from Bethesda, Maryland; or (ii) a Re-Externalization occurs pursuant to Section 1(b)(ii) hereof and as of the date of such other reason Re-Externalization, the Third-Party Manager (or any of its affiliates) has failed to provide Grantee with an offer of employment that provides for (A) a job title, duties or responsibilities that are materially no less favorable than Grantee’s job title, duties or responsibilities immediately prior to such Re-Externalization, (B) an annual base salary and an annual cash bonus opportunity that are materially no less favorable than Grantee’s annual base salary and annual cash bonus opportunity immediately prior to such Re-Externalization and (C) a principal office location that is not in excess of fifty (50) miles from Bethesda, Maryland (in any such case, as may be specifically approved determined by the Plan Administrator. If more than one of Committee, in its sole discretion). (c) During the accelerated vesting rules specified in this Section 3(b) can apply to the Optionee24-month period following a Re-Externalization, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected Grantee’s employment is terminated by the Optionee will determine Manager (or any of its successors) or the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second Third-Party Manager (if each accelerated vesting rule vests the same number or any of optionsits affiliates), provides the longest exercise period. Notwithstanding anything in this Agreement to the contraryas applicable, except as otherwise provided in this Agreement in the case a result of a Disability Retirement Date which occurs after Optionee's termination of employment with the Company, no Vesting Date will occur - and no options may vest - following termination of employment with the CompanyTermination Without Cause.

Accelerated Vesting. Notwithstanding The following shall apply to all Options and Restricted Stock at any time held by Consultant or the vesting schedule specified in Section 3(a) of Designated Person, whether issued under this Agreement, the Total Shares Under Option shall become 100% vested upon the earliest to occur under any plan of the following Vesting DatesCompany, or in any other manner: (1) Upon termination of the Consulting Agreement or Designated Person pursuant to Sections 6 (b): (i) all unvested Options shall immediately expire effective the Optionee's Normal Retirement Date; date of termination of the Agreement or the Designated Person’s positions with the Company and all vested Options, to the extent unexercised, shall expire twelve (12) months after the termination; and (ii) the Optionee's Disability Retirement Date;shares of Restricted Stock for which restrictions have not lapsed will be immediately forfeited. (iii2) If the Consulting Agreement or Designated Person is terminated pursuant to Section 3, where the Company has offered to renew the term of the agreement for an additional one (1) year period and the Consultant or Designated Person chooses not to continue the Agreement or as an officer or director of the Company: (i) all unvested Options shall immediately expire effective the date of the Optionee's death prior to his termination of employment from this Agreement or the Corporation;Designated Person’s positions with the Company and all vested Options, to the extent unexercised, shall expire twelve (12) months after the termination; and (ii) shares of Restricted Stock for which restrictions have not lapsed will be immediately forfeited. (iv3) f the date of Consulting Agreement or Designated Person is terminated: (A) in connection with a Change of Control; or (v) subject to the approval of the Plan Administrator, the Optionee's Early Retirement Date or the date of the Optionee's involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closureby the Company without Cause, or (C) such the Company tendered the Executive a Non-Renewal Notice for any reason other reason as may be specifically approved by the Plan Administrator. If more than one for Cause or (D) due to death or disability of the accelerated vesting rules specified in this Section 3(bDesignated Person: (i) can apply all unvested Options shall immediately vest and become exercisable effective the date of termination, and, to the Optioneeextent unexercised, shall expire twenty-four (24) months after any such event and (ii) restrictions shall immediately lapse with respect to all shares of Restricted Stock. (4) If the Consulting Agreement or the Designated Person is terminated for “Cause” or has otherwised breached any of the terms or provisions of this Agreement: (i) all Options, whether or not vested, shall immediately expire; and (ii) all shares of Restricted Stock for which restrictions have not lapsed shall be forfeited effective the date of termination. (5) The Company shall cause all future agreements, certificates or other documents evidencing any grant of Options or award of Restricted Stock to the Consultant or Designated Person to contain the foregoing provisions and shall agree to amend all existing agreements, certificates or other documents evidencing any grant of Options or award of Restricted Stock to contain the foregoing provisions. (6) For the avoidance of doubt, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options), provides the longest exercise period. Notwithstanding anything term “Restricted Stock” as used in this Agreement shall not include any shares of common stock beneficially owned that were not issued pursuant to the contrary, except as otherwise provided in this Agreement in the case of a Disability Retirement Date an equity compensation plan or which occurs after Optionee's termination of employment are no longer subject to forfeiture pursuant to any Restricted Stock agreement with the Company, no Vesting Date but will occur - and no options may vest - following termination include all shares issued under this Agreement or as compensatory plan shares to any designee of employment with Consultant or the CompanyDesignated Person.