You agree that in a situation where the Company is required to investigate a disciplinary incident or complaint it may be necessary to suspend (with or without loss of pay) the employee whose alleged actions are the subject of the investigation while the investigation is being undertaken.

Board Action. The Board, acting in its absolute discretion, has the right to grant Options to Eligible Employees, Directors and Consultants under this Plan from time to time. Each grant of an Option to an Eligible Employee, Director or Consultant will be evidenced by an Option Certificate, and each Option Certificate will set forth the number of Shares that may be purchased under the Option, the Option Price, and such additional terms and conditions of such grant (including, without limitation, vesting requirements) as may be determined by the Board.

Furnish [[Organization B:Organization]] with prompt written notice of # any lapse or other termination of any Necessary Consent issued to any Loan Party by any Governmental Body or any other Person that is material to the operation of any Loan Party's business, # any refusal by any Governmental Body or any other Person to renew or extend any such Necessary Consent; and # copies of any periodic or special reports filed by any Loan Party with any Governmental Body or Person, if such

Taking of Necessary Action; Further Action. If, at any time after the Closing, any further action is necessary or desirable to carry out the purposes of this Agreement, the officers and directors of BRPA and the Surviving Corporation shall take all such lawful and necessary action.

Action by Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by an officer or other employee of the Company or any Affiliate thereof, the Company’s independent certified public accounts, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.

Action by Committee. A majority of the members of the Committee shall constitute a quorum for the transaction of business, and the vote of a majority of those members present at any meeting at which a quorum is present shall decide any question brought before the meeting and shall be the act of the Committee. In addition, the Committee may take any other action otherwise proper under the Plan by an affirmative vote, taken without a meeting, of a majority of its members.

Class Action Waiver. Any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including the breach, termination or validity thereof, shall be finally resolved by arbitration. The tribunal shall have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of the agreement to arbitrate. The Parties agree to arbitrate solely on an individual basis, and that this agreement to arbitrate does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of the arbitration agreement will remain in force.

Delaware Regulatory Action. Seller shall cooperate, and will cause the Company and the Company’s and Seller’s respective representatives and advisors to cooperate, fully with Buyer and its advisors in the preparation and filing of a joint application with the DPSC seeking approval of the acquisition of the Shares by Buyer (the “DPSC Application”).

Withholding - The Company shall deduct from the amount of any payments hereunder all taxes required by applicable laws to be withheld.

Defense to Future Claims. Executive agrees that in the event that any claim, suit or action shall be commenced by her against the Company arising out of any charge, claim or cause of action of any nature whatsoever, known or unknown, including, but not limited to, claims, suits or actions relating to her employment with Patterson or any prior agreement with Patterson, through this date, this Agreement shall constitute a complete defense to any such claims, suits or actions so instituted.