General Terms and Conditions. The Employee hereby expressly agrees to all of the general terms and conditions set forth in Exhibit B attached hereto, all of which are hereby incorporated herein by reference.

Other Terms and Conditions. All applicable terms and conditions of each Award described in this Article 8, including, without limitation, as applicable, the term, vesting conditions and exercise/purchase price applicable to the Award, shall be set by the Administrator in its sole discretion; provided, however, that the value of the consideration paid by a Participant for an Award shall not be less than the par value of a Share, unless otherwise permitted by Applicable Law.

Other Terms and Conditions. All the capitalized terms used herein have the meanings provided for in the Employment Agreement or the Stock Plans, except as amended hereby. Except as amended hereby, all of the terms, conditions and covenants of each of the parties under the Employment Agreement continue in full force and effect.

Utilization of Multi-Trade Lines facilities is allowed to finance sales to your related companies at capping limit of [[Unknown Identifier]] from total Multi-Trade Lines limit of [[Unknown Identifier]] as approved by the Bank as follows:

Other Terms and Conditions. The Agreement to be entered into pursuant to this Plan shall contain such other terms, provisions and conditions not inconsistent with this Plan as shall be determined by the Committee. Where appearing in this Plan or the Agreement, the masculine shall include the feminine and the plural shall include the singular, unless the context clearly indicates otherwise. Notwithstanding the other provisions hereof, this Agreement is intended to comply with the requirements of section 409A of the Code, to the extent applicable, or an exemption thereunder, and this Agreement shall be interpreted to avoid any penalty sanctions under section 409A of the Code. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with section 409A of the Code or an exemption thereunder and, if necessary, any such provision shall be deemed amended to comply with section 409A of the Code and regulations thereunder. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under section 409A of the Code. For purposes of section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments shall be treated as the right to a series of separate payments. In no event may Participant, directly or indirectly, designate the calendar year of payment. Further, to the extent that any amounts payable under this Agreement constitutes non-qualified deferred compensation subject to section 409A of the Code, notwithstanding any provision of this Agreement to the contrary, # in no event shall the Participant’s execution of the Release, directly or indirectly, result in the Participant’s designation of the calendar year of payment, and # if such non-qualified deferred compensation payment that is subject to the Participant’s execution of the Release could be made in more than one taxable year, payment shall commence in the later taxable year. To the maximum extent permitted under section 409A of the Code, the severance benefits payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii). If Participant is a “specified employee” (as that term is used in section 409A of the Code and regulations and other guidance issued thereunder) on the date of Participant’s separation from service, any severance benefits payable under this Agreement that constitute non-qualified deferred compensation subject to section 409A of the Code shall be delayed until the earlier of # the first business day following the six-month anniversary of the date of Participant’s separation from service, or # the date of Participant’s death. On the earlier of # the first business day following the six-month anniversary of the date of Participant’s separation from service, or # Participant’s death, the Corporation shall pay Participant (or Participant’s estate or beneficiaries) a lump-sum payment equal to all payments deferred pursuant to the preceding sentence. No action or failure to act pursuant to this Subsection shall subject the Corporation nor any affiliate thereof to any claim, liability or expense, and neither the Corporation nor any affiliate thereof shall have any obligation to indemnify or otherwise protect the Participant from the obligation to pay any taxes pursuant to section 409A of the Code.

Other Terms and Conditions. Notwithstanding the foregoing, the Committee may, in its sole discretion, establish different, or waive, terms and conditions pertaining to the effect of Termination of Employment on Options, whether or not the Options are outstanding, but no such modification shall shorten the terms of Options issued prior to such modification or otherwise be materially adverse to the Participant.

Acceptance. The Optionee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Optionee has read and understands the terms and provisions thereof, and accepts the Option subject to all of the terms and conditions of the Plan and this Agreement. The Optionee acknowledges that there may be adverse tax consequences upon exercise of the Option or disposition of the underlying shares and that the Optionee should consult a tax advisor prior to such exercise or disposition.

Acceptance. If you decide to accept our offer, please sign the enclosed copy of this letter in the space indicated and return it to me. This offer will expire at 5:00 PM on August 4, 2017. Before joining the Company you will be required to sign the Company’s Standard Agreement Regarding Inventions, Confidentiality and Non-competition. You will also be required to pass a standard background check. Your signature will acknowledge that you have read and understood and agreed to the terms and conditions of this offer letter and the attached documents, if any. Should you have anything else that you wish to discuss, please do not hesitate to call me.

Acceptance. Within the Acceptance Window with respect to any interest rate quotes provided pursuant to Section 2(e), the ​ may, subject to [Section 2(g)], elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Shelf [[holders of the Notes:Organization]] specified in the related Request for Purchase. Such election shall be made by an Authorized Officer of the ​ notifying ​ by e‑mail, telephone or telecopier within the Acceptance Window that the ​ elects to accept such interest rate quotes, specifying the Shelf [[holders of the Notes:Organization]] (each such Shelf Note being an “Accepted Note”) as to which such acceptance (an “Acceptance”) relates. The day the ​ notifies ​ of an Acceptance with respect to any Accepted [[holders of the Notes:Organization]] is herein called the “Acceptance Day” for such Accepted [[holders of the Notes:Organization]]. Any interest rate quotes as to which ​ does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf [[holders of the Notes:Organization]] hereunder shall be made based on such expired interest rate quotes. Subject to [Section 2(g)] and the other terms and conditions hereof, the ​ agrees to sell to a ​ Party, and ​ agrees to purchase and/or cause the purchase by a ​ Party of, the Accepted [[holders of the Notes:Organization]] at 100% of the principal amount of such [[holders of the Notes:Organization]]. As soon as practicable following the Acceptance Day, the ​, ​ and each ​ Party which is to purchase any such Accepted [[holders of the Notes:Organization]] will execute a confirmation of such Acceptance substantially in the form of [Schedule 2(f)] attached hereto (a “Confirmation of Acceptance”). If the Accepted Note bears a floating interest rate, then the LIBOR Rate Note Margin specified in the Confirmation of Acceptance shall remain constant for the life of such Note. If the ​ should fail to execute and return to ​ within three Business Days following the ​’s receipt thereof a Confirmation of Acceptance with respect to any Accepted [[holders of the Notes:Organization]], ​ may at its election at any time prior to ​’s receipt thereof cancel the closing with respect to such Accepted [[holders of the Notes:Organization]] by so notifying the ​ in writing.

Acceptance. The Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Grantee has read and understands the terms and provisions hereof and thereof, and accepts the PSUs subject to all of the terms and conditions of the Plan and this Agreement. The Grantee acknowledges that there may be adverse tax consequences upon the vesting or settlement of the PSUs or disposition of the underlying shares and that the Grantee has been advised to consult a tax advisor prior to such vesting, settlement or disposition.