EX-10.17

Exhibit 10.17

ACCELEVATION HOLDINGS CORP.

OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK UNIT GRANT NOTICE

Pursuant to the terms and conditions of the Accelevation Holdings Corp. Omnibus

Incentive Plan, as amended from time to time (the “Plan”), Accelevation Holdings Corp., a

Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or

the “Participant”) the number of Restricted Stock Units (the “RSUs”) set forth below.  This

award of RSUs (this “Award”) is subject to the terms and conditions set forth herein and in the

Restricted Stock Unit Agreement attached hereto as Exhibit A(the “Agreement”) and the Plan,

each of which is incorporated herein by reference.  Capitalized terms used but not defined herein

shall have the meanings set forth in the Plan.

By your signature below, you agree to be bound by the terms and conditions of the Plan,

the Agreement and this Restricted Stock Unit Grant Notice (this “Grant Notice”).  You

acknowledge that you have reviewed the Agreement, the Plan and this Grant Notice in their

entirety and fully understand all provisions of the Agreement, the Plan and this Grant Notice, and

have had an opportunity to obtain the advice of counsel prior to executing this Grant Notice.

You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the

Committee regarding any questions or determinations arising under the Agreement, the Plan or

this Grant Notice.  This Grant Notice may be executed in one or more counterparts (including

portable document format (.pdf) and facsimile counterparts), each of which shall be deemed to

be an original, but all of which together shall constitute one and the same agreement.

Notwithstanding any provision of this Grant Notice or the Agreement, if you have not

executed this Grant Notice within 10 days following the Date of Grant set forth above, you will

be deemed to have accepted this Award, subject to all of the terms and conditions of this Grant

Notice, the Agreement and the Plan.

[Signature Page Follows]

SIGNATURE PAGE TO

RESTRICTED STOCK UNIT GRANT NOTICE

IN WITNESS WHEREOF, the Company has caused this Grant Notice to be executed

by an officer thereunto duly authorized, and the Participant has executed this Grant Notice,

effective for all purposes as provided above.

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EXHIBIT A

RESTRICTED STOCK UNIT AGREEMENT

This Restricted Stock Unit Agreement (together with the Grant Notice to which this

Agreement is attached, this “Agreement”) is made as of the Date of Grant set forth in the Grant

Notice to which this Agreement is attached by and between Accelevation Holdings Corp., a

Delaware corporation (the “Company”), and [●] (the “Participant”).  Capitalized terms used

but not specifically defined herein shall have the meanings specified in the Plan or the Grant

Notice.

1.Award.  In consideration of the Participant’s past and/or continued employment

with, or service to, the Company or an Affiliate and for other good and valuable consideration,

the receipt and sufficiency of which is hereby acknowledged, effective as of the Date of Grant set

forth in the Grant Notice (the “Date of Grant”), the Company hereby grants to the Participant

the number of RSUs set forth in the Grant Notice on the terms and conditions set forth in the

Grant Notice, this Agreement and the Plan, which is incorporated herein by reference as a part of

this Agreement.  In the event of any inconsistency between the Plan and this Agreement, the

terms of the Plan shall control.  To the extent vested, each RSU represents the right to receive

one Share, subject to the terms and conditions set forth in the Grant Notice, this Agreement and

the Plan.  Unless and until the RSUs have become vested in the manner set forth in Section 2, the

Participant will have no right to receive any Shares or other payments in respect of the RSUs.

Prior to settlement of this Award, the RSUs and this Award represent an unsecured obligation of

the Company, payable only from the general assets of the Company.

2.Vesting of RSUs.

(a)Except  as otherwise set forth in Section 2, the RSUs shall vest in

accordance with the vesting schedule set forth in the Grant Notice.   Upon the Participant’s

Termination of Service prior to the vesting of all of the RSUs (but after giving effect to any

accelerated vesting pursuant to this Section 2), any unvested RSUs (and all rights arising from

such RSUs and from being a holder thereof) will terminate automatically without any further

action by the Company and will be forfeited without further notice and at no cost to the

Company.

3.Dividend Equivalent Rights.  In the event that the Company declares and pays a

regular cash dividend in respect of its outstanding Shares (which, for clarity, does not include

any extraordinary cash dividend), and, on the record date for such dividend, the Participant holds

RSUs granted pursuant to this Agreement that have not been settled, the Company shall record in

a bookkeeping account an amount equal to the cash dividends the Participant would have

received if the Participant was the holder of record, as of such record date, of a number of Shares

equal to the number of RSUs held by the Participant that have not been settled as of such record

date (the “Dividend Equivalent Rights”). The Dividend Equivalent Rights will be subject to the

same terms and conditions, including with respect to vesting, forfeiture and transferability, as the

underlying RSUs. All amounts, if any, payable in respect of the Dividend Equivalent Rights will

be paid to the Participant in cash (or, at the discretion of the Company, in Shares) on or

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following, but no later than 60 days after, the date the underlying RSU vests. For purposes of

clarity, if any of the RSUs are forfeited by the Participant pursuant to the terms of this

Agreement, then the Participant shall also forfeit the Dividend Equivalent Rights, if any, accrued

with respect to such forfeited RSUs. No interest will accrue on the Dividend Equivalent Rights

between the declaration and payment of the applicable dividends and the settlement of the

Dividend Equivalent Rights.

4.Settlement of RSUs.  As soon as administratively practicable following the

vesting of RSUs pursuant to Section 2, but in no event later than 60 days after such vesting date,

the Company shall deliver to the Participant a number of Shares equal to the number of RSUs

subject to this Award.  All Shares issued hereunder shall be delivered either by delivering one or

more certificates for such Shares to the Participant or by entering such Shares in book-entry

form, as determined by the Committee in its sole discretion.  The value of Shares shall not bear

any interest owing to the passage of time.  Neither this Section 4nor any action taken pursuant to

or in accordance with this Agreement shall be construed to create a trust or a funded or secured

obligation of any kind.

5.Tax Withholding.  To the extent that the receipt, vesting or settlement of this

Award results in compensation income or wages (including via Dividend Equivalent Rights) to

the Participant for federal, state, local and/or foreign tax purposes, the Company shall have the

authority to deduct or withhold, or require the Participant to remit to the Company, an amount

sufficient to satisfy all applicable federal, state, local and foreign taxes (including the employee

portion of any Federal Insurance Contributions Act obligation) required by Applicable Law to be

withheld with respect to any taxable event arising in connection with this Award. In furtherance

of the foregoing, the Participant may make arrangements satisfactory to the Company regarding

the payment of any income tax, social insurance contribution or other applicable taxes that are

required to be withheld in respect of this Award, which arrangements include  (if and to the

extent permitted by the Company) the delivery of cash or cash equivalents, Shares (including

previously owned Shares (which are not subject to any pledge or other security interest), net

settlement, a broker-assisted sale, or other cashless withholding or reduction of the amount of

shares otherwise issuable or delivered pursuant to this Award), other property, or any other legal

consideration the Committee deems appropriate.  If such tax obligations are satisfied through net

settlement or the surrender of previously owned Shares, the maximum number of Shares that

may be so withheld (or surrendered) shall be the number of Shares that have an aggregate Fair

Market Value on the date of withholding or surrender equal to the aggregate amount of such tax

liabilities determined based on the greatest withholding rates for federal, state, local and/or

foreign tax purposes, including payroll taxes, that may be utilized without creating adverse

accounting treatment for the Company with respect to this Award, as determined by the

Committee.  Any fraction of a Share required to satisfy such tax obligations shall be disregarded

and the amount due shall be paid instead in cash to the Participant.  The Participant

acknowledges that there may be adverse tax consequences upon the receipt, vesting or settlement

of this Award or disposition of the underlying Shares and that the Participant has been advised,

and hereby is advised, to consult a tax advisor.  The Participant represents that the Participant is

in no manner relying on the Board, the Committee, the Company or an Affiliate or any of their

respective managers, directors, officers, employees or authorized representatives (including

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attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial

representatives) for tax advice or an assessment of such tax consequences.

6.Non-Transferability.  During the lifetime of the Participant, the RSUs may not

be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent

and distribution, unless and until the Shares underlying the RSUs have been issued, and all

restrictions applicable to such Shares have lapsed.  Neither the RSUs nor any interest or right

therein shall be liable for the debts, contracts or engagements of the Participant or the

Participant’s successors in interest or shall be subject to disposition by transfer, alienation,

anticipation, pledge, encumbrance, assignment or any other means, whether such disposition be

voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or

any other legal or equitable proceedings (including bankruptcy), and any attempted disposition

thereof shall be null and void and of no effect, except to the extent that such disposition is

permitted by the preceding sentence.

7.Compliance with Applicable Law.  Notwithstanding any provision of this

Agreement to the contrary, the issuance of Shares hereunder will be subject to compliance with

all applicable requirements of Applicable Law.  No Shares will be issued hereunder if such

issuance would constitute a violation of any Applicable Law.  In addition, Shares will not be

issued hereunder unless (a) a registration statement under the Securities Act is in effect at the

time of such issuance with respect to the Shares to be issued or (b) in the opinion of legal counsel

to the Company, the Shares to be issued are permitted to be issued in accordance with the terms

of an applicable exemption from the registration requirements of the Securities Act.  The

inability of the Company to obtain from any regulatory body having jurisdiction the authority, if

any, deemed by the Company’s legal counsel to be necessary for the lawful issuance and sale of

any Shares hereunder will relieve the Company of any liability in respect of the failure to issue

such Shares as to which such requisite authority has not been obtained.  As a condition to any

issuance of Shares hereunder, the Company may require the Participant to satisfy any

requirements that may be necessary or appropriate to evidence compliance with any Applicable

Law and to make any representation or warranty with respect to such compliance as may be

requested by the Company.

8.Rights as a Stockholder.  The Participant shall have no rights as a stockholder of

the Company with respect to any Shares that may become deliverable hereunder unless and until

the Participant has become the holder of record of such Shares, and no adjustments shall be made

for dividends in cash or other property, distributions or other rights in respect of any such Shares,

except as otherwise specifically provided for in the Plan or this Agreement.

9.Execution of Receipts and Releases.  Any issuance or transfer of Shares or other

property to the Participant or the Participant’s legal representative, heir, legatee or distributee, in

accordance with this Agreement shall be in full satisfaction of all claims of such Person

hereunder.  As a condition precedent to such payment or issuance, the Company may require the

Participant or the Participant’s legal representative, heir, legatee or distributee to execute (and

not revoke within any time provided to do so) a release and receipt therefor in such form as it

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shall determine appropriate; provided, that any review period under such release will not modify

the date of settlement with respect to vested RSUs.

10.No Right to Continued Employment, Service or Awards.  Nothing in the

adoption of the Plan, nor the award of the RSUs thereunder pursuant to the Grant Notice and this

Agreement, shall confer upon the Participant the right to continued employment by, or a

continued service relationship with, the Company or any Affiliate, or any other entity, or affect

in any way the right of the Company or any such Affiliate, or any other entity to terminate such

employment or other service relationship at any time.  Unless otherwise provided in a written

employment agreement or by Applicable Law, the Participant’s employment by the Company, or

any such Affiliate, or any other entity shall be on an at-will basis, and the employment

relationship may be terminated at any time by either the Participant or the Company, or any such

Affiliate, or other entity for any or no reason whatsoever, with or without Cause or notice.  Any

question as to whether and when there has been a termination of such employment, and the cause

of such termination, shall be determined by the Committee or its delegate, and such

determination shall be final, conclusive and binding for all purposes.  The grant of the RSUs is a

one-time benefit that was made at the sole discretion of the Company and does not create any

contractual or other right to receive a grant of Awards or benefits in the future in lieu of Awards

in the future, including any adjustment to wages, overtime, benefits or other compensation.  Any

future Awards will be granted at the sole discretion of the Company.

11.Notices.  All notices and other communications under this Agreement shall be in

writing and shall be delivered to the parties at the following addresses (or at such other address

for a party as shall be specified by like notice):

If to the Company, unless otherwise designated by the Company in a written notice to the

Participant (or other holder):

If to the Participant, at the Participant’s last known address on file with the Company.

Any notice that is delivered personally or by overnight courier or telecopier in the manner

provided herein shall be deemed to have been duly given to the Participant when it is mailed by

the Company or, if such notice is not mailed to the Participant, upon receipt by the Participant.

Any notice that is addressed and mailed in the manner herein provided shall be conclusively

presumed to have been given to the party to whom it is addressed at the close of business, local

time of the recipient, on the fourth day after the day it is so placed in the mail.

12.Consent to Electronic Delivery; Electronic Signature.  In lieu of receiving

documents in paper format, the Participant agrees, to the fullest extent permitted by law, to

accept electronic delivery of any documents that the Company may be required to deliver

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(including, but not limited to, prospectuses, prospectus supplements, grant or award notifications

and agreements, account statements, annual and quarterly reports and all other forms of

communications) in connection with this and any other Award made or offered by the Company.

Electronic delivery may be via a Company electronic mail system or by reference to a location

on a Company intranet to which the Participant has access, or to the Participant’s account with

the Company’s equity plan administrator.  The Participant hereby consents to any and all

procedures the Company has established or may establish for an electronic signature system for

delivery and acceptance of any such documents that the Company may be required to deliver,

and agrees that the Participant’s electronic signature is the same as, and shall have the same force

and effect as, the Participant’s manual signature.

13.Agreement to Furnish Information.  The Participant agrees to furnish to the

Company all information requested by the Company to enable it to comply with any reporting or

other requirement imposed upon the Company by or under any Applicable Law.

14.Entire Agreement; Amendment.  This Agreement constitutes the entire

agreement of the parties with regard to the subject matter hereof, and contains all the covenants,

promises, representations, warranties and agreements between the parties with respect to the

RSUs granted hereby; provided¸ however, that the terms of this Agreement shall not modify and

shall be subject to the terms and conditions of any employment, consulting and/or severance

agreement between the Company (or an Affiliate or other entity) and the Participant in effect as

of the date a determination is to be made under this Agreement. Without limiting the scope of the

preceding sentence, except as provided therein, all prior understandings and agreements, if any,

among the parties hereto relating to the subject matter hereof are hereby null and void and of no

further force and effect.  The Committee may, in its sole discretion, amend this Agreement from

time to time in any manner that is not inconsistent with the Plan; provided, however, that except

as otherwise provided in the Plan or this Agreement, any such amendment that materially

reduces the rights of the Participant shall be effective only if it is in writing and signed by both

the Participant and an authorized officer of the Company. 

15.Severability and Waiver.  If a court of competent jurisdiction determines that

any provision of this Agreement is invalid or unenforceable, then the invalidity or

unenforceability of such provision shall not affect the validity or enforceability of any other

provision of this Agreement, and all other provisions shall remain in full force and effect.

Waiver by any party of any breach of this Agreement or failure to exercise any right hereunder

shall not be deemed to be a waiver of any other breach or right.  The failure of any party to take

action by reason of such breach or to exercise any such right shall not deprive the party of the

right to take action at any time while or after such breach or condition giving rise to such rights

continues.

16.Company Recoupment of Awards.  The Participant’s rights with respect to this

Award shall in all events be subject to (a) any right that the Company may have under any

Company recoupment or clawback policy or other agreement or arrangement with the

Participant, and (b) any right or obligation that the Company may have regarding the clawback

of “incentive-based compensation” under Section 10D of the Exchange Act and any applicable

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rules and regulations promulgated thereunder from time to time by the U.S. Securities and

Exchange Commission or any other Applicable Law. The Participant’s acceptance of this Award

will constitute the Participant’s acknowledgment of and consent to the Company’s application,

implementation and enforcement of any Company recoupment, clawback or similar policy that

may apply to the Participant and this Award, whether adopted before or after the Effective Date

or Date of Grant (whether through clawback, cancellation, recoupment, rescission, payback,

reduction or other similar action in accordance therewith) and any Applicable Law relating to

clawback, cancellation, recoupment, rescission, payback or reduction of compensation or other

similar action, and the Participant’s agreement that the Company may take any actions that may

be necessary to effectuate any such policy or Applicable Law, without further consideration or

action.

17.Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND

CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE

APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED THEREIN,

EXCLUSIVE OF THE CONFLICT OF LAWS PROVISIONS OF DELAWARE LAW.

18.Successors and Assigns.  The Company may assign any of its rights under this

Agreement without the Participant’s consent.  This Agreement will be binding upon and inure to

the benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer

set forth herein and in the Plan, this Agreement will be binding upon the Participant and the

Participant’s beneficiaries, executors, administrators and the Person(s) to whom the RSUs may

be transferred by will or the laws of descent or distribution.

19.Headings; References; Interpretation.  Headings are for convenience only and

are not deemed to be part of this Agreement.  The words “hereof,” “herein” and “hereunder” and

words of similar import, when used in this Agreement, shall refer to this Agreement as a whole

and not to any particular provision of this Agreement.  All references herein to Sections shall,

unless the context requires a different construction, be deemed to be references to the Sections of

this Agreement.  The word “or” as used herein is not exclusive and is deemed to have the

meaning “and/or.”  All references to “including” shall be construed as meaning “including

without limitation.”  Unless the context requires otherwise, all references herein to a law,

agreement, instrument or other document shall be deemed to refer to such law, agreement,

instrument or other document as amended, supplemented, modified and restated from time to

time to the extent permitted by the provisions thereof.  All references to “dollars” or “$” in this

Agreement refer to United States dollars.  Whenever the context may require, the singular form

of nouns and pronouns shall include the plural and vice versa.  Neither this Agreement nor any

uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether

under any rule of construction or otherwise.  On the contrary, this Agreement has been reviewed

by each of the parties hereto and shall be construed and interpreted according to the ordinary

meaning of the words used so as to fairly accomplish the purposes and intentions of the parties

hereto.

20.Counterparts.  The Grant Notice may be executed in one or more counterparts,

each of which shall be deemed an original and all of which together shall constitute one

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instrument.  Delivery of an executed counterpart of the Grant Notice by facsimile or portable

document format (.pdf) attachment to electronic mail or via electronic acceptance in accordance

with Section 12shall be effective as delivery of a manually executed counterpart of the Grant

Notice.

21.Section 409A.  The Plan, this Agreement and the RSUs are intended to comply

with or be exempt from the applicable requirements of Section 409A of the Code and shall be

limited, construed, and interpreted in accordance with such intent.  Notwithstanding any contrary

provision in the Plan or this Agreement, any payment(s) of “nonqualified deferred

compensation” (within the meaning of Section 409A of the Code) that are otherwise required to

be made under the Plan or this Agreement to a “specified employee” (as defined under Section

409A of the Code) as a result of such employee’s separation from service (other than a payment

that is not subject to Section 409A of the Code) shall be delayed for the first six (6) months

following such separation from service (or, if earlier, until the date of death of the specified

employee) and shall instead be paid (in a manner set forth in this Agreement) upon expiration of

such delay period.  Notwithstanding the foregoing, the Company and its Affiliates make no

representations that the RSUs provided under this Agreement are exempt from or compliant with

Section 409A of the Code and in no event shall the Company or any Affiliate be liable for all or

any portion of any taxes, penalties, interest or other expenses that may be incurred by the

Participant on account of non-compliance with Section 409A of the Code.

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