Common use of Accelerated Vesting Clause in Contracts

Accelerated Vesting. Notwithstanding the Vesting Criteria to the contrary and subject to the terms of this Agreement, including execution of a Release as described in Section 5 of this Agreement: (a) In the event that (i) a Change in Control occurs and (ii) either (x) the outstanding Restricted Units are not assumed or substituted in connection therewith as described in Section 12(b) of the Plan, or (y) 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 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 accelerated vesting as described in this Section 4(a), but subject to Section 5 of the Plan and 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 payment shall be made in the later year. (b) Any payment to Grantee pursuant to this Section 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 “net shares method” described in Section 9 of this Agreement.

Accelerated Vesting. Notwithstanding the Vesting Criteria to the contrary and subject to the terms of this Agreement, including execution of if Grantee incurs a Release as described in Section 5 of this Agreement: (a) In the event that (i) a Change in Control occurs and (ii) either (x) the outstanding Restricted Units are not assumed or substituted in connection therewith as described in Section 12(b) of the Plan, or (y) 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 ControlCIC Separation from Service, then such outstanding Restricted Units shall immediately become fully vested and the restrictive covenants set forth in Sections Section 15(b), (c) and (d) of this Agreement hereof shall cease to apply as and the vesting of Grantee’s then-unvested Restricted Units shall accelerate and Grantee shall fully vest in all Restricted Units upon the later of (a) the date of such CIC Separation from Service or (b) the consummation of the applicable 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 accelerated vesting as described in this Section 4(a)5, but subject to Section 5 of the Plan and the conditions and limitations described herein, Entergy shall pay Grantee a number of Shares shares of Common Stock equal to the number of Restricted Units that vest in accordance with this Section 4(a5 as of the first regular payroll date for Grantee’s System Company Employer following the later of the applicable Change in Control or Grantee’s CIC Separation from Service; provided that, if Grantee’s CIC Separation from Service occurs prior to the applicable Change in Control, then (i) no later than sixty if the Restricted Units payable pursuant to this Section 5 would constitute “nonqualified deferred compensation” for purposes of Code Section 409A, then there shall not be an acceleration of any payment pursuant to this Section 5 unless the applicable Change in Control constitutes a “change in control event” within the meaning of Code Section 409A and (60ii) if the applicable Change in Control does not constitute a “change in control event” within the meaning of Code Section 409A, then the Restricted Units shall vest as above but be paid out at the same time and in the same form as if Grantee had remained employed by a System Company Employer through the Vesting Date, subject to Section 28 of the Equity Plan. Notwithstanding anything herein to the contrary, if, following the occurrence of a Potential Change in Control and prior to the occurrence of a Change in Control, Grantee incurs a Separation that would be a CIC Separation from Service if it occurred during a Change in Control Period, then the then-unvested Restricted Units shall remain outstanding and unvested until a Change in Control, but if the Potential Change in Control does not result in a Change in Control by the earlier of (A) the date that is ninety (90) days after the CIC date of the Grantee’s Separation or (B) the Vesting Date; provided, that if such 60-day period straddles two of Grantee’s taxable years, the payment unvested Restricted Units shall be made in the later year. (b) cancelled and forfeited. Any payment to Grantee pursuant to this Section 4 or otherwise under this Agreement 5 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 “net shares method” described in Section 9 of this Agreement9.

Accelerated Vesting. Notwithstanding the Vesting Criteria In addition to the contrary and subject to the terms of this Agreement, including execution of a Release as described accelerated vesting that may occur in Section 5 of this Agreement: (a) In the event that (i) connection with a Change in Control occurs and (ii) either (x) the outstanding Restricted Units are not assumed or substituted in connection therewith as described in pursuant to Section 12(b6(g) of the Plan, or (y) in the outstanding Restricted Units are so assumed or substituted in connection therewith and ▇▇▇▇▇▇▇event the Grantee’s employment with the Company or service its Affiliates or Parent will terminate as a result of the Grantee being employed with a business unit or Subsidiary of the Company that is terminated by intended to be transferred to an unaffiliated person, and as a result such business unit or Subsidiary will cease to be a part or Affiliate of the Company or its Parent, and such unaffiliated person or its affiliates does not agree in writing to assume or replace, on substantially the same terms, the Restricted Stock Units and the obligations hereunder, the unvested Restricted Stock Units shall become Vested Units as of immediately prior to the date such transfer is consummated and otherwise treated in accordance with the Agreement and the Plan and the requirements of Section 409A of the Code. Notwithstanding anything to the contrary herein, to the extent required to avoid any adverse tax consequences under Section 409A of the Code, a termination of the Grantee’s System Company Employer without Cause or by Grantee for Good Reason on or after the effective date 1 Clause will be included in Awards with a Date of Grant of November 12, 2024, and will be removed from Awards made thereafter, subject to Board approval of the Change in Control but prior to twenty-four (24) months following the Change in ControlPost Holdings, then such outstanding Restricted Units shall immediately become fully vested Inc. Amended and the restrictive covenants set forth in Sections 15(b), (c) and (d) of this Agreement shall cease to apply as Restated 2021 LTIP. Version Nov. 2024 – NEOs/Sec 16s employment with a business unit or Subsidiary of the date Company must be a “separation from service” under Section 409A of the Change in Control, if subclause (x) applies, or as of Code for the applicable termination date, if subclause (y) applies (whichever date so applies, the “CIC Vesting Date”). In the event of accelerated vesting as described in this Section 4(a), but subject 2(b) to Section 5 of the Plan and 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 payment shall be made in the later yearapply. (b) Any payment to Grantee pursuant to this Section 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 “net shares method” described in Section 9 of this Agreement.

Accelerated Vesting. Notwithstanding i. Solely for purposes of the Vesting Criteria to the contrary and subject to the terms of this AgreementOption, including execution of a Release as described in Section 5 of this Agreement: (a) In the event that (i) a Change the reference in Control occurs and Section 4.4(b) of the Plan to “Time Based Options” shall be construed to refer to “Revised Time Vesting Options” as defined herein, (ii) either (x) the outstanding Restricted Units are not assumed or substituted in connection therewith as described reference in Section 12(b4.4(b) of the PlanPlan to “Hurdle Options” shall be construed to refer to “Replacement Extended Time Vesting Options” as defined herein and (iii) the reference in Section 4.4(c) of the Plan to “Performance Based Options” shall be construed to refer to “Modified Performance Options” as defined herein. ii. If the Company terminates the Participant’s Employment other than for Cause, death, or (y) Disability or 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 Participant terminates Employment for Good Reason on or after the effective date of the Change in Control but Reason, prior to twenty-four (24) months following the Change in ControlJanuary 1, then such outstanding Restricted Units shall immediately become fully vested and the restrictive covenants set forth in Sections 15(b)2015, (ci) and (dany unvested Replacement Extended Time Vesting Options then held by the Participant that would have vested under Section 5(b) of this Agreement had Participant remained Employed through January 1, 2015 shall cease to apply vest immediately as of the date of the Change Participant’s termination of Employment and (ii) the remaining unvested Replacement Extended Time Vesting Options shall expire on the date the Participant’s Employment is terminated pursuant to Section 6 hereof. iii. Notwithstanding anything in Controlthe Plan to the contrary, if subclause (x) appliesfor purposes of this Section 5(d), or “Good Reason” shall be defined as in the Amended and Restated Employment Agreement, by and between Biomet, Inc. and the Participant, dated as of January 14, 2013; provided that any termination of employment by the applicable Participant prior to January 1, 2014 may not be treated as a termination date, if subclause for Good Reason under clause (yiv) applies (whichever date so applies, the “CIC Vesting Date”). In the event of accelerated vesting as described in this Section 4(a), but subject to Section 5 of the Plan and 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 payment shall be made in the later yeardefinition thereof. (b) Any payment to Grantee pursuant to this Section 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 “net shares method” described in Section 9 of this Agreement.

Accelerated Vesting. Notwithstanding The following special vesting acceleration provisions shall be in effect for the Vesting Criteria Award and shall be in addition to the contrary and subject to the terms vesting acceleration provisions of this Agreement, including execution of a Release as described in Section 5 Paragraph 6 of this Agreement: (a) In Should the event that (i) a Change in Control occurs and (ii) either (x) the outstanding Restricted Units are not assumed or substituted in connection therewith as described in Section 12(b) of the Plan, or (y) 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 Participant cease Employee status on or after attainment of age sixty-five (65) by reason of death, Permanent Disability or Involuntary Termination (other than a Termination for Cause), then all the effective date of Shares at the Change in Control but time subject to this Award shall immediately vest. (b) Should the Participant cease Employee status prior to twentyattainment of age sixty-four five (2465) months following the Change in Controlby reason of his or her death, Permanent Disability or Involuntary Termination (other than a Termination for Cause), then such outstanding Restricted Units the Participant shall immediately become fully vested and the restrictive covenants set forth vest in Sections 15(b), (c) and (d) of this Agreement shall cease to apply as of the date of the 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 accelerated vesting as described in this Section 4(a), but subject to Section 5 of the Plan and the conditions and limitations described herein, Entergy shall pay Grantee a an additional number of Shares equal to the number of Restricted Units that vest additional Shares (if any) in accordance with which the Participant would have been vested at the time of such cessation of Employee status had the Shares subject to this Section 4(aAward vested in a series of ( ) no later than sixty (60) days after successive equal monthly installments over the CIC duration of the Vesting Date; provided, that if such 60-day period straddles two of Grantee’s taxable years, the payment shall be made in the later yearSchedule. (bc) Any payment to Grantee The Shares which vest on an accelerated basis pursuant to this Section 4 or otherwise under this Agreement Paragraph 4, together with any other Shares in which the Participant is at the time vested, shall be issued on the date of the Participant’s Separation from Service (the “Issuance Date”) or as soon as administratively practicable thereafter, subject to withholding for all federalthe Corporation’s collection of the applicable Withholding Taxes, state and local deductionsbut in no event later than the close of the calendar year in which such Separation from Service occurs or (if later) the fifteenth (15th) day of the third calendar month following the date of such Separation from Service, tax withholdings, and other withholdings and offsets that may apply or be unless a further deferral is required pursuant to be withheld in connection with such payment, which withholding shall be effected using the “net shares method” described in Section provisions of Paragraph 9 of this Agreement.

Accelerated Vesting. Notwithstanding Section 4(d)(2)(A), if the Vesting Criteria to Employee dies or becomes disabled (within the contrary meaning of Section 409A) while actively employed by the Company and subject to the terms of this AgreementBank, including execution of a Release as described in Section 5 of this Agreement: (a) In the event that (i) or if a Change in Control occurs while the Employee is actively employed by the Company and (ii) either (x) the outstanding Bank, then the Employee shall have a 100 percent vested interest in the Restricted Units are not assumed Stock upon such death, disability or substituted in connection therewith as described in Section 12(b) of the Plan, or (y) 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 . The preceding sentence shall immediately become fully vested and apply only to the restrictive covenants set forth in Sections 15(b), (c) and (d) of this Agreement shall cease to apply as of extent it does not violate the date of the Change in Control, if subclause (x) appliesTARP Requirements, or as of the applicable termination date, if subclause (y) applies (whichever date so applies, the “CIC Vesting Date”). In the event of accelerated vesting as described in this Section 4(a), but subject to Section 5 of the Plan and 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 payment shall be made in the later yearTARP Requirements do not apply. (b3) Any payment to Grantee pursuant to this Section 4 The Restricted Stock may not be sold while the Employee is employed by the Company, the Bank or otherwise under this Agreement a Consolidated Subsidiary. (4) The Employee’s Restricted Stock shall be subject to withholding the TARP Requirements during the TARP Period (and thereafter if required by under the TARP Requirements). Accordingly, during such time, the following restrictions shall apply (in addition to any other restrictions provided for all federalunder this Agreement): (A) The amount of Restricted Stock granted may not exceed more than one-third of the Employee’s annual compensation for the year it is granted. For this purpose, state and local deductions, tax withholdings, and other withholdings and offsets the value of the Restricted Stock is taken into account (at its full value on the grant date) as annual compensation. Restricted Stock that may apply or not be required to be withheld in connection with such payment, which withholding granted on account of this Section 4(d)(A) shall be effected using granted as of the “net shares method” described next grant date provided for in Section 9 4(d)(1), or if not then permitted, as soon as possible during any subsequent year in which the grant would be permitted under the TARP Requirements, or as soon as possible after the TARP Requirements do not apply. (B) The Restricted Stock is subject to the following transferability restrictions (regardless of vested status and in addition to the restrictions contained in Section 4(d)(3) of this Agreement): Prior to 25 percent of the Company’s financial assistance under TARP being repaid, no Restricted Stock shall be transferable. When 25 percent of the Company’s financial assistance under TARP is repaid, 25 percent of the Restricted Stock shares shall become transferable (if vested). When 50 percent of the Company’s financial assistance under TARP is repaid, an additional 25 percent of the Restricted Stock shall become transferable (if vested). When 75 percent of the Company’s financial assistance under TARP is repaid, an additional 25 percent of the Restricted Stock shall become transferable (if vested). Upon full repayment of the Company’s TARP financial assistance, all of the Restricted Stock shall be transferable (if vested). Notwithstanding the foregoing provisions of this Section 4(d)(4)(B), vested Restricted Stock may be transferred to pay for tax liabilities triggered by the vesting of the shares (except in the case of an election under Code Section 83(b)). The preceding sentence shall not operate to accelerate the transferability of the Restricted Stock under Section 4(d)(3) of this Agreement.

Accelerated Vesting. Notwithstanding The provisions of this Section 2 shall apply in the event your Continuous Service ends prior to the Vesting Criteria 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 contrary and subject to date of any Triggering Event, the terms of this Agreement, including execution of a Release as described in Section 5 of this Agreement: (a) In the event that Company has achieved (i) a Change in Control occurs all Eligibility Thresholds for the fiscal years completed prior to the date of the Triggering Event, and (ii) either (x) at least the outstanding Restricted Units are not assumed or substituted “Minimum” Performance Level in connection therewith as described the table included under “Requirements for Vesting” in Section 12(b) of 1 above for the Plan, or (y) 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 fiscal years completed 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 Change Triggering Event, you will become partially vested in Control, if subclause (x) applies, or as the Shares subject to this Award on the date of the applicable termination dateTriggering Event as set forth below and will forfeit all other rights under this Award. For purposes of clauses (i) and (ii) above, if subclause (y) applies (whichever date so applies, the “CIC Vesting Date”). In in the event any Eligibility Thresholds and/or Performance Goals contemplate the attainment of accelerated vesting as described in this Section 4(a)an absolute dollar amount or other similar goal over the entire Performance Period, but subject to Section 5 of the Plan and the conditions and limitations described herein, Entergy then such Eligibility Thresholds and/or Performance Goals shall pay Grantee be pro rated by a number of Shares fraction having (a) a numerator 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 payment shall be made fiscal years in the later year. Performance Period completed prior to the Triggering Event, and (b) Any payment a denominator equal to Grantee 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 Company will be deemed to have met all Eligibility Thresholds and achieved the “Target” Performance Level in the table included under “Requirements for Vesting” in Section 1 above. The number of Shares in which your interest vests pursuant to this Section 4 or otherwise 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 Agreement shall be subject Section 2 using the table included under “Requirements for Vesting” in Section 1 above); and (z) a fraction having (a) a numerator equal to withholding for all federal, state and local deductions, tax withholdingsthe number of full months of your Continuous Service after the Grant Date, and other withholdings and offsets that may apply or be required (b) a denominator equal to be withheld in connection with such payment, which withholding shall be effected using the “net shares method” described in Section 9 total number of this Agreementmonths from the Grant Date to the Vesting Date.

Accelerated Vesting. Notwithstanding the Vesting Criteria set forth in Section 2 to the contrary and subject to contrary, the terms vesting of this Agreement, including execution all or a portion of a Release as described Grantee’s Restricted Units shall accelerate in Section 5 of this Agreementthe following circumstances: (a) In the event that (i) a Change in Control occurs and (ii) either (x) the outstanding Restricted Units are not assumed or substituted in connection therewith as described in Section 12(b) of the Plan, or (y) the outstanding Restricted Units are so assumed or substituted in connection therewith and ▇▇▇▇▇▇▇’s employment or service is terminated by 4.1 Employer terminates Grantee’s System Company Employer without employment for a reason other than Cause (as defined in Section 16 of this Agreement), Disability or by death, and Grantee for Good Reason on or after has otherwise satisfied the effective Vesting 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 Change obligations to Grantee hereunder. 4.2 Further, in Control but prior to accordance with the terms and conditions of the Equity Plan, if within twenty-four (24) 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 such outstanding Grantee shall fully vest in all 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 Grantee’s System Company employment is terminated, unless Grantee becomes employed by an employer that assumes this Agreement or the Change in Controlobligations to Grantee hereunder, 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 accelerated vesting as described in this Section 4(a)4, but subject to Section 5 of the Plan and the conditions and limitations described herein, Entergy Employer shall pay Grantee a number of Shares lump sum cash payment equal to the number Fair Market Value of such vested Restricted Units that vest in accordance with this Section 4(a) no later than sixty (60) days after as of the CIC earlier of the Vesting Date; providedDate or separation from service, that if such 60-day period straddles two of Grantee’s taxable yearsless all applicable income, the payment shall be made in the later year. (b) Any payment to Grantee pursuant to this Section 4 or otherwise under this Agreement shall be subject to withholding for all federal, state and local deductions, tax withholdings, employment and other withholdings and offsets that may apply or be 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 withholding such Restricted Units are no longer subject to a “substantial risk of forfeiture” (within the meaning of Code Section 409A). It is intended that the timing of such payments shall be effected using in accordance with the “net shares method” short-term deferral exception of Code Section 409A and accompanying final regulations. In no event shall Grantee be entitled to accelerated vesting and payment of Restricted Units under more than one of the events described in Section 9 4 above. If vesting and payment of this Agreementthe Restricted Units is accelerated in 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-sponsored severance plan or severance arrangement.

Accelerated Vesting. Notwithstanding the Vesting Criteria provisions of Section 4 hereof, 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 contrary and subject to the terms of this Agreement, including execution of a Release as described time provided in Section 5 of this Agreement4 hereof in accordance with the following: a. 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 4 hereof upon the occurrence of the earliest of any of the following events: i. While Grantee is continuously employed by the Company or any of its Subsidiaries (aor any of their successors), Grantee’s employment with the Company or any of its Subsidiaries (or any of their successors) terminates as a result of: (A) Grantee’s death, (B) Grantee’s Disability (pursuant to subparagraph 5(b)(ii) of the Employment Agreement), (C) a Termination Without Cause, or (D) a Termination For Good Reason. ii. While Grantee is continuously employed by the Company or any of its Subsidiaries (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. b. In the event that Grantee’s continuous employment with the Company or any of its Subsidiaries (ior any of their successors) terminates as a Change in Control occurs result of Grantee’s Voluntary Termination on the dates and (ii) either (x) under the outstanding Restricted Units are not assumed or substituted in connection therewith as circumstances described in Section 12(b4(c)(ii) of the PlanEmployment Agreement, or (ythe 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 in accordance with, and to the extent provided in, Section 4(c)(ii) 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 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 accelerated vesting as described in this Section 4(a), but subject to Section 5 of the Plan and 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 payment shall be made in the later year. (b) Any payment to Grantee pursuant to this Section 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 “net shares method” described in Section 9 of this Employment Agreement.

Accelerated Vesting. Notwithstanding the Vesting Criteria to the contrary and subject to the terms of this Agreement, including execution of a Release as the release requirement described in Section 5 of this Agreement: (a) If Grantee dies, has a “separation from service” (within the meaning of Section 409A of the Code) from employment with all System Companies due to Disability, or is involuntarily terminated by his System Company Employer without Cause (each, an “Accelerated Vesting Event”), and Grantee has otherwise satisfied the Vesting Criteria through such Accelerated Vesting Event, then Grantee shall become vested in a Pro Rata Portion of the Restricted Units determined by multiplying the total number of Restricted Units by a fraction, the numerator of which is the number of days after the Effective Date that precede the Accelerated Vesting Event and the denominator of which is 1,096. If vesting is accelerated pursuant to this Section 4(a), the date of the Accelerated Vesting Event shall be considered the Vesting Date for purposes of this Agreement. Grantee shall be deemed to have satisfied the Vesting Criteria for the period that Grantee is continuously on an approved leave of absence immediately prior to the date he separates from service due to Disability. (b) In the event that (i) a Change in Control occurs and (ii) either (x) the outstanding Restricted Units are not assumed or substituted in connection therewith as described in Section 12(b) of the Plan, or (y) the outstanding Restricted Units are so assumed or substituted in connection therewith and ▇▇▇▇▇▇▇Grantee’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 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 accelerated vesting as described in this Section 4(a5(b), but subject to Section 5 of the Plan and 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(a5(b) 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 payment shall be made in the later year. (bc) Any payment to Grantee pursuant to this Section 4 or otherwise under this Agreement 5 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 “net shares method” described in Section 9 of this Agreement.

Accelerated Vesting. Notwithstanding (i) This Section 5(b)(i) shall apply in the Vesting Criteria event that a merger is completed on or before May 31, 2006 between Sprint Corporation and Nextel Communications, Inc. pursuant to the contrary Agreement and subject Plan of Merger dated December 15, 2004 (the "Sprint Nextel Merger"). Upon a Change in Control of the Company caused by the Class A stockholders of the Company exercising their put right set forth in Article 5.1(b)(A) of the Company's Restated Certificate of Incorporation as a result of the closing of the Sprint Nextel Merger (the "Sprint Nextel Put"), all of the unvested Options then held by the Optionee shall vest immediately if, at the time of the Change in Control of the Company, the Company has achieved its 2005 Operating Cash Flow objective, unaffected by any expenses or costs related to a merger or potential merger or sale of the terms Company, on a cumulative basis as of this Agreementthe end of the most recently completed calendar quarter as established by the Compensation Committee of the Board of Directors of Nextel Partners, including execution of a Release as described in Section 5 of this Agreement:Inc. at its January 27, 2005 meeting. (aii) In the event that (ithe Sprint Nextel Merger is not completed on or before May 31, 2006, the provisions of Section 5(b)(i) above shall no longer apply and this Section 5(b)(ii) shall be operative and shall apply. Upon a Change in Control occurs and (ii) either (x) the outstanding Restricted Units are not assumed or substituted in connection therewith as described in Section 12(b) of the Plan, or (y) 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 all of the Change in Control but prior to twenty-four (24) months following unvested Options then held by the Change in Control, then such outstanding Restricted Units Optionee 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 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 accelerated vesting as described in this Section 4(a), but subject to Section 5 of the Plan and 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 payment shall be made in the later yearimmediately. (biii) Any payment Notwithstanding the provisions of section 5(b)(i), upon termination of the Optionee's membership on the Board of Directors of the Company on account of death or disability, or because the Optionee is requested to Grantee pursuant resign or is not re-elected to this Section 4 or otherwise under this Agreement serve on the Board of Directors other than for Cause, all of Optionee's unvested Options 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 “net shares method” described in Section 9 of this Agreementvest immediately.

Accelerated Vesting. Notwithstanding (i) If the Vesting Criteria to condition set forth in clause (i) of subparagraph 5 (a) has previously during the contrary term of this Agreement been satisfied, then notwithstanding the requirement of continued employment in subparagraph 5(a) above, all Restricted stock not previously vested and subject to forfeiture shall vest and the terms right of the Participant to such shares of Restricted Stock shall become nonforfeitable upon the occurrence of any of the following: (A) the Participant's death during his employment by the Corporation; (B) the Participant's disability (as defined in the Plan) during his employment by the Corporation; (C) termination of the Participant's employment by the Corporation due to the Corporation's election not to extend the Second Amended and Restated Employment Agreement, dated December 15, 1995, by and between the Corporation and the Participant (the "Employment Agreement"), as permitted in Paragraph 2(a) thereof; or (D) termination of the Participant's employment "without cause" pursuant to Paragraph 2(c) or Paragraph 5(a)(iii) of the Employment Agreement. (ii) If the condition set forth in clause (i) of subparagraph 5(a) has not previously during the term of this AgreementAgreement been satisfied, including then notwithstanding the requirement of continued employment in subparagraph 5(a) above, 74,000 shares of Restricted Stock shall be forfeited and 16,000 shares of Restricted Stock shall vest and the right of the Participant to such shares of the Restricted Stock shall become nonforfeitable upon the occurrence of any of the following: (A) the Participant's death during his employment by the Corporation; (B) the Participant's disability (as defined in the Plan) during his employment by the Corporation; (C) termination of the Participant's employment by the Corporation due to the Corporation's election not to extend the Employment Agreement as permitted in Paragraph 2(a) thereof; or (D) termination of the Participant's employment "without cause" pursuant to Paragraph 2(c) (other than pursuant to Paragraph 2(c)(iv)) or Paragraph 5(a)(iii) (other than within three (3) months prior to, at the time of or within one (1) year following a "change of control" pursuant to Paragraph 2(e) or, provided that such change is effected, the execution of a Release as described definitive agreement therefor) of the Employment Agreement. (iii) If the condition set forth in Section 5 clause (i) of subparagraph 5(a) has not previously during the term of this Agreement been satisfied, then notwithstanding the requirement of continued employment in subparagraph 5(a) above, all Restricted Stock not previously vested and subject to forfeiture shall vest and the right of the Participant to such shares of Restricted Stock shall become nonforfeitable as follows upon the termination by the Participant of his employment pursuant to Paragraph 2(c)(iv) of the Employment Agreement: (aA) In the event that (i) a Change in Control occurs and (ii) either (x) the outstanding Restricted Units are not assumed or substituted in connection therewith as described in Section 12(b) of the Plan, or (y) 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 16,000 shares 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 Change in Control, if subclause (x) applies, or as termination of the applicable termination date, if subclause Participant's employment by the Corporation; (yB) applies (whichever date so applies, 37,000 shares on the “CIC Vesting Date”). In the event of accelerated vesting as described in this Section 4(a), but subject to Section 5 first anniversary of the Plan and termination of the conditions and limitations described herein, Entergy shall pay Grantee a number Participant's employment; and (C) 37,000 shares on the second anniversary of Shares equal to the number termination 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 payment shall be made in the later yearParticipant's employment. (biv) Any payment If the condition set forth in clause (i) of subparagraph 5(a) has not previously during the term of this Agreement been satisfied, then notwithstanding the requirement of continued employment in subparagraph 5(a) above, all Restricted Stock not previously vested and subject to Grantee forfeiture shall vest and the right of the Participant to such shares of Restricted Stock shall become nonforfeitable upon the termination of the Participant's employment by the Corporation "without cause" pursuant to this Section 4 Paragraph 5(a) (iii) of the Employment Agreement if such termination occurs within three (3) months prior to, at the time of 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 “net shares method” described within one (1) year following a "change of control" as defined in Section 9 2(e) of this Agreementthe Employment Agreement or, provided that such change is effected, the execution of a definitive agreement therefor.

Accelerated Vesting. Notwithstanding the Vesting Criteria to the contrary and subject to the terms of this Agreement, including execution the vesting of a Release as described in Section 5 all of this Agreementthe Restricted Units shall accelerate upon the occurrence of any of the following dates or events: (a) In The date of Grantee’s death or the event date Grantee has a “separation from service” (within the meaning of Section 409A of the Code) from employment with all System Companies as a result of becoming Totally Disabled, provided that Grantee has otherwise satisfied the Vesting Criteria set forth in Section 3 of this Agreement through the date of his death or separation from service due to Total Disability. If vesting is accelerated pursuant to this Section 5(a), the date of Grantee’s death or the date Grantee separates from service due to Total Disability shall be considered the Vesting Date for purposes of this Agreement. Grantee shall be deemed to have satisfied the Vesting Criteria for the period of time that Grantee is continuously on an approved leave of absence immediately prior to the date he separates from service due to Total Disability. (b) If Grantee incurs a CIC Separation from Service, the vesting of all of the Restricted Units shall accelerate upon the later of (i) a Change in Control occurs the date of such CIC Separation from Service and (ii) either (x) the outstanding Restricted Units are not assumed or substituted in connection therewith as described in Section 12(b) consummation of the Plan, or (y) 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 applicable Change in Control. In this event, 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 Section 15 hereof shall cease to apply as of the date of the 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”)apply. In the event of accelerated vesting as described in this Section 4(a5(b), but subject to Section 5 of the Plan and the conditions and limitations described hereinin the last paragraph of this Section 5(b), Entergy shall pay Grantee a number of Shares shares of Common Stock equal to the number of such vested Restricted Units that vest in accordance with this Section 4(a) no later than sixty (60) days after as of the CIC Vesting Date; provided, that if such 60-day period straddles two first regular payroll date of Grantee’s taxable years, the payment shall be made in System Company Employer following the later year. (b) Any payment to Grantee pursuant to this Section 4 or otherwise under this Agreement shall be of the applicable Change in Control and Grantee’s CIC Separation from Service, subject to withholding for all federal, and 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 may be effected using the “net shares method” described in Section 9 9; provided that, if Grantee’s CIC Separation from Service occurs prior to the applicable Change in Control and the Restricted Units payable pursuant to this Section 5 would constitute “nonqualified deferred compensation” for purposes of Section 409A of the Code, then, unless the applicable Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code, there shall not be an acceleration of any payment pursuant to this AgreementSection 5(b) and the Restricted Units shall vest and be paid out at the same time and in the same form as if Grantee had remained employed by a System Company Employer through the Vesting Date. Notwithstanding anything herein to the contrary, if Grantee incurs 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 the Restricted Units shall remain outstanding in accordance with their terms as if Grantee had remained employed by a System Company Employer and shall not be cancelled or forfeited prior to the earlier of (A) the date that is ninety (90) days after the date of Grantee’s CIC Separation from Service and (B) the Vesting Date. The time and form of any payments to which Grantee may be entitled pursuant to this Section 5 are subject to the requirements and limitations set forth in Section 28 of the Equity Plan.

Accelerated Vesting. Notwithstanding the Vesting Criteria to the contrary and subject to the terms of this Agreement, including execution of a Release as described in Section 5 of this Agreement: (a) In the event that If Grantee incurs a CIC Separation from Service, then (i) a Change in Control occurs and (ii) either (x) the outstanding Restricted Units are not assumed or substituted in connection therewith as described in Section 12(b) of the Plan, or (y) 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 hereof shall cease to apply as and (ii) the vesting of Grantee’s then-unvested Restricted Units shall accelerate and Grantee shall fully vest in all Restricted Units upon the later of (x) the date of such CIC Separation from Service and (y) the consummation of the applicable 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 accelerated vesting as described in this Section 4(a5(a), but subject to Section 5 of the Plan and the conditions and limitations described herein, Entergy shall pay Grantee a number of Shares shares of Common Stock equal to the number of Restricted Units that vest in accordance with this Section 4(a5(a) no as of the first regular payroll date for Grantee’s System Company Employer following the later than sixty of the applicable Change in Control and Grantee’s CIC Separation from Service; provided that, if Grantee’s CIC Separation from Service occurs prior to the applicable Change in Control, then (60A) if the Restricted Units payable pursuant to this Section 5 would constitute “nonqualified deferred compensation” for purposes of Code Section 409A, then there shall not be an acceleration of any payment pursuant to this Section 5(a) unless the applicable Change in Control constitutes a “change in control event” within the meaning of Code Section 409A and (B) if the applicable Change in Control does not constitute a “change in control event” within the meaning of Code Section 409A, then the Restricted Units shall vest as above but be paid out at the same time and in the same form as if Grantee had remained employed by a System Company Employer through the Vesting Date, subject to the terms of Section 28 of the Equity Plan. Notwithstanding anything herein to the contrary, if, following the occurrence of a Potential Change in Control and prior to the occurrence of a Change in Control, Grantee incurs a Separation that would be a CIC Separation from Service if it occurred during a Change in Control Period, then the then-unvested Restricted Units shall remain outstanding and unvested until a Change in Control, but if the Potential Change in Control does not result in a Change in Control by the earlier of (x) the date that is ninety (90) days after the CIC date of the Grantee’s separation, and (y) the last Vesting Date; provided, that if such 60-day period straddles two of Grantee’s taxable years, the payment unvested Restricted Units shall be made in the later year.cancelled and forfeited, (b) Any payment If (i) Grantee resigns and terminates employment with all System Companies after April 6, 2022 and prior to April 6, 2025 and (ii) within the two (2) week period beginning on the effective date of such termination of employment, as approved by the Committee, the Chief Executive Officer of Entergy, in his sole discretion, provides notice to Grantee pursuant in writing that a Pro Rata Portion of the Restricted Units shall vest, then the vesting of a Pro Rata Portion of the Restricted Units shall accelerate and Entergy shall pay Grantee in full satisfaction of Grantee’s rights with respect to such Restricted Units a number of shares of Common Stock equal to the number of Restricted Units that vest in accordance with this Section 4 or otherwise under this Agreement shall be subject to withholding 5(b) on the first regular payroll date 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 Grantee’s System Company Employer following the date of such payment, which withholding shall be effected using the “net shares method” described in Section 9 written notice. For purposes of this Agreement, “Pro Rata Portion” means that number of Restricted Units determined by multiplying (x) 10,000 by (y) a fraction, the numerator of which is the number of days after April 6, 2022 that precede the effective date of Grantee’s termination of employment with all System Companies and the denominator of which is 1,096.

Accelerated Vesting. Notwithstanding (A) This Section 5(A) shall apply in the Vesting Criteria event that a merger is completed between Sprint Corporation and Nextel Communications, Inc. pursuant to the contrary Agreement and subject Plan of Merger dated December 15, 2004 (the "Sprint Nextel Merger") on or before May 31, 2006. Upon a Change in Control of the Company caused by the Class A stockholders of the Company exercising their put right set forth in Article 5.1(b)(A) of the Company's Restated Certificate of Incorporation as a result of the closing of the Sprint Nextel Merger (the "Sprint Nextel Put"), all of the unvested Options then held by the Optionee shall vest immediately if, at the time of the Change in Control of the Company, the Company has achieved its 2005 Operating Cash Flow objective, unaffected by any expenses or costs related to a merger or potential merger or sale of the terms Company, on a cumulative basis as of this Agreementthe end of the most recently completed calendar quarter as established by the Compensation Committee of the Board of Directors of Nextel Partners, including execution of a Release as described in Section 5 of this Agreement:Inc. at its January 27, 2005 meeting. (aB) In the event that (ithe Sprint Nextel Merger is not completed on or before May 31, 2006, the provisions of Section 5(A) above shall no longer apply and this Section 5(B) shall be operative and shall apply. Upon a Change in Control occurs and of the Company or a Change in Control of Nextel, all of the unvested Options then held by the Optionee shall vest immediately. (iiC) either (x) the outstanding Restricted Units are not assumed or substituted in connection therewith as described Notwithstanding anything in Section 12(b5(A) above to the contrary, the provisions of this Section 5(C) shall apply at all times: (1) Upon termination of the Optionee's employment with the Company (or any Parent Corporation or Subsidiary) on account of death or disability, or by the Company without Cause, all of his unvested Options shall vest immediately. (2) Upon resignation of the Optionee for Good Reason, all of his unvested Options shall vest immediately. (3) Notwithstanding anything to the contrary in Section 4.4(c) of the Plan, if Nextel purchases all or (y) is required to purchase all of the outstanding Restricted Units are so assumed or substituted Company Capital Stock (as defined 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 (24Shareholders' Agreement) 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 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 accelerated vesting as described in this Section 4(a), but subject to Section 5 of the Plan and 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 of Sections 4.01, 4.02, 7.03 or 7.04 of the Shareholders' Agreement, or any of the corresponding provisions of the Restated Certificate of Incorporation of the Company, all of the unvested Options then held by the Optionee shall vest immediately and in all events at least thirty (6030) days after prior to any purchase by Nextel of the CIC Vesting Date; provided, that if such 60-day period straddles two of Grantee’s taxable years, the payment shall be made in the later yearoutstanding Company Capital Stock. (b) Any payment to Grantee pursuant to this Section 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 “net shares method” described in Section 9 of this Agreement.

Accelerated Vesting. Notwithstanding The following special vesting acceleration provisions shall be in effect for the Vesting Criteria Award and shall be in addition to the contrary and subject to the terms vesting acceleration provisions of this Agreement, including execution of a Release as described in Section 5 Paragraph 6 of this Agreement: (a) In the event that Upon (i) a Change in Control occurs and the Participant’s cessation of Employee status by reason of death or Permanent Disability, (ii) either (x) the outstanding Restricted Units are not assumed or substituted in connection therewith as described in Section 12(b) of the Plan, or (y) the outstanding Restricted Units are so assumed or substituted in connection therewith and ▇▇▇▇▇▇▇Participant’s employment or service is terminated by Grantee’s System Company Employer without Cause or by Grantee resignation from Employee status for Good Reason on or after (iii) the effective date Corporation’s termination of the Change in Control but prior Participant’s Employee status other than for Good Cause, the Restricted Stock Units at the time subject to twenty-four (24) months following this Award, together with all the Change in Controlunderlying Shares, 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 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 accelerated vesting as described in this Section 4(a), but subject to Section 5 of the Plan and 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 payment shall be made in the later yearvest. (b) Any payment The Shares to Grantee which the Participant becomes entitled pursuant to the vesting provisions of this Section Paragraph 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 issued on the date of the Participant’s Separation from Service in connection with such paymentcessation of Employee status or as soon as administratively practicable thereafter, subject to the Corporation’s collection of the applicable Withholding Taxes, but in no event later than the close of the calendar year in which withholding shall be effected using such Separation from Service occurs or (if later) the “net shares method” described in Section fifteenth (15th) day of the third calendar month following the date of such Separation from Service, unless a further deferral is required pursuant to Paragraph 9 of this Agreement. (c) The accelerated vesting provisions of this Paragraph 4 shall apply and be effective whether such cessation or termination of Employee status occurs before or after the consummation of a Change in Control transaction. (d) Each Share in which Participant may be deemed, by reason of the vesting acceleration provisions of this Paragraph 4, to vest prior to the actual termination or cessation of his Employee status shall in no event be issued prior to the earlier of (i) the Issuance Date applicable to that Share in accordance with the Normal Vesting Schedule or (ii) the date determined in accordance with Paragraph 4(b).

Accelerated Vesting. Notwithstanding the Vesting Criteria anything to the contrary and subject to contained in the terms foregoing provisions of this AgreementSection 3.3., including execution of a Release as described in Section 5 of this Agreement: (a) In the event that (i) prior to the full vesting 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 occurs and (ii) either (x) shall occur prior to the outstanding Restricted Units are not assumed or substituted in connection therewith as described in Section 12(b) termination of the Plan, or (y) the outstanding Restricted Units are so assumed or substituted in connection therewith and ▇▇▇▇▇▇▇Executive’s employment or service is terminated by Grantee’s System Company Employer without Cause or by Grantee for Good Reason with the Corporation (each, a “Triggering Event”), then the entire unvested Time-Based Equity Awards shall fully vest on or after the effective date of such Triggering Event. The percentage of the Change in Control but prior to twentyPerformance-four (24) months following the Change in Control, then such outstanding Restricted Units shall immediately become fully vested Based Equity Award and the restrictive covenants set forth in Sections 15(bDividend Equivalent Rights that vests under this Section 3.3(d), (c) and (d) of this Agreement shall cease to apply if any, will be determined as of the date of the Change Triggering Event in Controlaccordance with the chart set forth in Section 3.3(b) above (with linear interpolation between the Threshold, Target and Maximum amounts); provided, however, that for purposes of this Section 3.3(d) and Section 3.3(e) below, Average Annual TSR shall mean the product of (i) the sum of (A) the Corporation’s total shareholder return for each full 12-month period in the Acceleration Performance Period (as defined below), if subclause any, plus (xB) applies, or as 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 applicable termination dateAcceleration Performance Period (or, if subclause (y) applies (whichever date so appliesthere is no full 12-month period in the Acceleration Performance Period, the “CIC Vesting Date”). In period beginning on the event first day of accelerated vesting as described in this Section 4(athe Full Performance Period and ending on the last day of the Acceleration Performance Period), but subject to with total shareholder return for such periods calculated in accordance with Section 5 3.3(b)(ii) above, and (ii) a fraction, the numerator of the Plan which is 1,825 (i.e., 365 x 5), and the conditions and limitations described herein, Entergy shall pay Grantee a number denominator of Shares equal to which is five (5) times the number of Restricted Units days in the Acceleration Performance Period. For purposes of this Section 3.3(d) the Acceleration Performance Period shall be the period commencing on the first day of the Full Performance Period and ending on the Triggering Event. By way of illustration, if this calculation were performed on the last day of the second 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 Average Annual TSR would be 7.5%, and the payout of the Performance-Based Equity Award and the Dividend Equivalent Rights that vest in accordance with this Section 4(a) no later than sixty (60) days after would be the CIC Vesting Date; providedlinear interpolation of 7.5% between 6.5% and 10%, that if such 60-day period straddles two or 114.3% of Grantee’s taxable years, the payment shall be made in the later yearTarget Performance Based Award and Dividend Equivalent Rights. (b) Any payment to Grantee pursuant to this Section 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 “net shares method” described in Section 9 of this Agreement.