Administration by the Board. The Plan shall be administered by the Board. All questions of interpretation of the Plan or of any Grant shall be determined by the Board, and such determinations shall be final and binding upon all persons having an interest in the Plan or such Grant.

BUSINESS UNIT – Any majority-owned business organization of the Company or its direct or indirect subsidiaries, including corporations, limited liability companies, partnerships, and any “subsidiary corporation” as defined in Section 424(f) of the Internal Revenue Code (the “Code”).

Change in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in 2(b)(i), 2(b)(iii), or 2(b)(iv) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;

Please indicate your acceptance of this Proposal by signing the enclosed copy of this letter and returning it to our office no later than 5:00 p.m. November 28th, 2012. It is clearly understood that this Proposal is not binding upon either party hereto, and that only the fully executed Lease Amendment shall legally bind the parties.

Cause: Any termination of employment which is classified by the Employer as for cause, including but not limited to: # unsatisfactory performance of duties or inability to meet the requirements of the position, unless classified by the Employer as a Performance Termination; # any habitual neglect of duty or misconduct of the Employee in discharging any of his duties and responsibilities; # excessive unexcused, or statutorily unprotected absenteeism or inattention to duties; # failure or refusal to comply with the provisions of the Employer’s personnel manual or any other rule or policy of the Employer; # misconduct, including but not limited to, engaging in conduct which the Committee reasonably determines to be detrimental to the Employer; # disloyal, dishonest or illegal conduct by the Employee; # theft, fraud, embezzlement or other criminal activity involving the Employee’s relationship with the Employer; # violation of any applicable statute, regulation, or rule, or provision of any applicable code of professional ethics; # suspension, revocation, or other restriction of the Participant’s professional license, if applicable; or # the Employer’s inability to confirm, to its sole satisfaction, the references and/or credentials which the Participant provided with respect to any professional license, educational background and employment history.

Board. “Board” means the Board of Directors of the Company.

Board. “Board” is the Board of Directors of the Company, or such committee of the Board of Directors to which the Board of Directors of the Company has delegated the respective authority.

Board. "Board" means the Board of Directors of the Company.

The Committee shall have the authority, subject to the provisions herein, # to select employees to participate in the Plan; # to establish and administer the Performance Goals and to determine the amount of any opportunities for the Executive Incentive Compensation applicable to each Participant, including adjusting Performance Goals from time to time, including during the Performance Period, as the Committee deems necessary or advisable and exercising discretion, either negatively or positively, as to the amount of Executive Incentive Compensation payable to a Participant upon the attainment of the applicable Performance Goals; # to construe and interpret the Plan and any agreement or instrument entered into under or in connection with the Plan; # to establish, amend, and waive rules and regulations for the Plan’s administration; and # to make all other determinations that may be necessary or advisable for the administration of the Plan. Any determination by the Committee pursuant to the Plan shall be final, binding and conclusive on all employees and Participants and anyone claiming under or through any of them.

Administration. (i) Since January 1, 2018, the Ceding Company has administered and provided contractholder and claims servicing with respect to the Reinsured Policies in a manner consistent with the terms of the Reinsured Policies and applicable Law, and # for the twelve (12) months preceding the Closing Date, there have been no complaints to the Company or its Affiliates from contractholders or investigations, penalties, and other governmental actions against the Ceding Company and/or its Affiliates with respect to the administration of the Reinsured Policies, except, in the case of either clause (i) or [clause (ii) herein], for such failures to comply with the terms of the Reinsured Policies and applicable Law or such complaints, investigations, penalties and other governmental actions that would not reasonably be expected to have a material adverse effect on the business being reinsured hereunder or the Ceding Company’s ability to satisfy its obligations hereunder.