Notwithstanding any of the foregoing, the following provisions apply: Located adjacent to the 5 acres there are 5 acres of vineyards, which is not part of the rental area. Tenant not to disturb to cause any harm to the vineyard. Rent will increase to $.50 per sq. ft on cultivation area upon approval of certificate of occupancy with a 3% increase each subsequent year to follow.

Additional Provisions. This Award Agreement is subject to the provisions of the Plan. Capitalized terms not defined in this Award Agreement or on [Exhibit A] hereto are used as defined in the Plan. If the Plan and this Award Agreement are inconsistent, the provisions of the Plan will govern. Interpretations of the Plan and this Award Agreement by the Committee are binding on you and the Company.

All provisions of the Plan not inconsistent with this Policy will apply to Awards granted to Outside Directors.

Additional Provisions. The Board of Directors may, in its sole discretion, include additional provisions in Restricted Stock Agreements and Option Agreements, including, without limitation, restrictions on transfer, rights of the Company to repurchase shares of Restricted Stock or shares of Common Stock acquired upon exercise of Options, commitments to pay cash bonuses, to make, arrange for or guaranty loans or to transfer other property to optionees upon exercise of Options, or such other provisions as shall be determined by the Board of Directors; provided that such additional provisions shall not be inconsistent with any other term or condition of the Plan and such additional provisions shall not be such as to cause any Incentive Stock Option to fail to qualify as an Incentive Stock Option within the meaning of Section 422 of the Code.

Additional Provisions. Effective for distributions of Excess Deferrals (as defined in Code Section 402(g)(2)(A)) for the Plan Year beginning ​, earnings attributable to Excess Deferrals will be determined by including the period that begins on the first day of the subsequent taxable year and ends on the date the distribution of Excess Deferrals occurs. The period between the end of the Participant’s taxable year and the date of distribution is the “gap period”, and any income or loss earned during the gap period will be allocated at the Committee’s discretion in a consistent manner to all Participants and to all corrective distributions for the taxable year. The income or loss allocable to a Participant’s Excess Deferrals will be the amount determined by one of the methods in [[subparagraph (1), (2) or (3)])])]])])] as follows:

Additional Royalty Provisions. The royalties payable under [Section 11.9(a)] will be subject to the following:

23.1Golden Parachutes. Notwithstanding any other provision of this Agreement, in the event that any payment or benefit received or to be received by Executive (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (collectively, the "Total Benefits") would be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), the Total Benefits shall be reduced to the extent necessary so that no portion of the Total Benefits is subject to the Excise Tax; provided, however, that no such reduction in the Total Benefits shall be made if by not making such reduction, Executive’s Retained Amount (as hereinafter defined) would be greater than Executive’s Retained Amount if the Total Benefits are not so reduced. “Retained Amount” shall mean the present value (as determined in accordance with [[sections 280G(b)(2)(A)(ii) and 280G(d)(4)])]])] of the Code) of the Total Benefits net of all federal, state and local taxes imposed on Executive with respect thereto. To the extent any reduction is required, the Total Benefits shall be reduced in the following order: # any portion of the Total Benefits that are not subject to Section 409A of the Code (other than Total Benefits resulting from any accelerated vesting of equity awards), # Total Benefits that are subject to Section 409A of the Code in reverse order of when payment is due, and # Total Benefits that are not subject to Section 409A and arise from any accelerated vesting of any equity awards.

The other discretionary provisions of the Plan are appropriate and consistent with the applicable provisions of the Bankruptcy Code, thereby satisfying section 1123(b)(6) of the Bankruptcy Code.

Provisions of Plan Control. This grant is subject to all the terms, conditions and provisions of the Plan, including, without limitation, [Section 17.13] of the Plan (Section 409A of the Code) and the amendment provisions of the Plan, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Board of Directors of the Company and as may be in effect from time to time. Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. The Plan is incorporated herein by reference. If and to the extent that this grant conflicts or is inconsistent with the terms, conditions and provisions of the Plan, the Plan shall control, and this grant shall be deemed to be modified accordingly.

Applicability of Plan Provisions. The provisions of this Plan shall apply to any person who is a Participant on or after ​, and to any Account in existence on or after ​. Pre-2005 Accounts are considered to be “grandfathered” under Section 409A and, except as otherwise specifically provided under this Plan by reference to Pre-2005 Accounts, the benefits and rights existing as of ​, under the prior version of the Plan applicable to any Pre-2005 Account shall continue to apply. For purposes of clarity, except as otherwise specifically provided by this Plan by reference to Pre-2005 Accounts, to the extent that benefits or rights of Pre-2005 Accounts are governed by reference to corresponding Qualified Plan provisions, the Qualified Plan provisions in effect as of ​, shall apply.