Equity Awards and Incentive Compensation: During the term of employment, the Executive shall be eligible to participate in any equity-based incentive compensation plan or program adopted by the Company (such awards under such plan or program, the “Share Awards”) as the Compensation Committee or Board may from time to time determine. Share Awards shall be subject to applicable plan terms and conditions and any additional terms and conditions as determined by the Compensation Committee or the Board.

Equity Awards and Incentive Compensation: During the term of employment, the Executive shall be eligible to participate in any equity-based incentive compensation plan or program adopted by the Company (such awards under such plan or program, the “Share Awards”) as the Compensation Committee or Board may from time to time determine. Share Awards shall be subject to applicable plan terms and conditions andconditions. And any additional terms and conditions as determined by the Compensation Committee or the Board. On the Effective Date, the Board of Directors of Parent shall award and reserve for issuance 500,000 shares of common stock to Executive and enter into a Restricted Stock Award agreement (the “RS Agreement”) on the effective date.

Equity Awards and Incentive Compensation:Compensation. During the term of employment, theEmployment Term, Executive shallwill be eligible to participate in any equity-based incentive compensation planbe granted additional equity awards to purchase shares of the Company’s common stock (the “Equity Awards”) under (and therefore subject to all terms and conditions of) plans or program adopted by the Company (such awards under such plan or program, the “Share Awards”)programs as the Compensation Committee or BoardCompany may from time to time determine. Share Awards shall be subject to applicable planadopt (the “Equity Documents”). The size and type of Equity Award, and the terms and conditions and any additional terms and conditions asapplicable thereto, will be determined by the Compensation Committee orCommittee, in its discretion and under the Board.Equity Documents pursuant to which the applicable Equity Award is granted.

Equity Awards and Incentive Compensation:Compensation. During the term of employment, theTerm, Executive shall be eligible to participate in the Company’s equity incentive plans pursuant to the Company’s Amended and Restated 2009 Stock Incentive Plan (the “Plan”) (or any equity-based incentive compensation plansuccessor thereto) or program adopted by the Company (such awards under such planother plans or program, the “Share Awards”)programs as the Compensation Committee shall determine. In the event that the vesting terms of the applicable award agreements governing Executive’s equity-based incentive awards differ from or Board may from time to time determine. Share Awardsare in conflict with the vesting terms set forth in Section 7 of this Agreement, the terms of this Agreement shall be subject to applicable plan termsgovern and conditions and any additional terms and conditions as determined by the Compensation Committee or the Board.control.

Equity Awards and Incentive Compensation: During the term of employment, theAwards. Executive shall be eligible to participate in any equity-basedthe Company’s long term equity incentive compensation plan or program adoptedand receive annual equity award grants on the same basis as other senior executives of the Company, as may be determined by the Company (such awards under such plan or program, the “Share Awards”) as the Compensation Committee or Board may from time to time determine. Share Awards shallin its sole discretion. The terms and conditions of any such additional equity awards will be subject to the terms of the applicable plan terms and conditions and any additional terms and conditions as determined by the Compensation Committee or the Board.applicable award documents.

Equity Awards and Incentive Compensation: DuringCompensation. The Board or a committee of the term of employment,Board (each in its discretion) may, but is not obligated to, grant equity awards to the Executive shall be eligible to participate in any equity-based incentive compensation plan or program adopted by the Company (such awards under such plan or program, the “Share Awards”) as the Compensation Committee or Board may from time to time determine. Share Awardstime. The Board or a committee of the Board periodically (in good faith and generally annually) shall consider granting such awards (which may be subject to applicable plan terms and conditions and any additional terms and conditionsperformance-based awards, as determined by the Compensation CommitteeBoard or a committee thereof) in light of the Board.Executive’s continuing contributions to the Company’s operational and strategic performance.