Advisory Role. Pennypacker agrees that he is not now nor hereafter entitled to employment or reemployment with ​, its subsidiaries or related companies; however, he agrees to serve in an advisory role to the Company and to provide counsel and advice whenever the Company seeks such services from him. Such services shall be provided at reasonable times and only through ​, and only when the Chairman or the Chief Executive Officer of the Company seek such services. Pennypacker acknowledges that the severance pay he is receiving during the Severance Period, is provided in part to compensate him for such advisory role services if sought by the Company.

Election to Accelerate Advisory Role. Notwithstanding any provision of this Agreement to the contrary, you may elect to shorten the maximum Employment Term by two years (i.e., to ​) by providing an irrevocable written notice of such election (including via email) to each of the Chair of the Compensation Committee and the Senior Executive Vice President, Chief Administrative Officer and Chief Human Resources Officer of ​ on or before ​. Such irrevocable election shall have the following consequences:

With regard to the Advisory Service the role of Sigur will consist inter alia of:

Advisory Services. During the Term, ​ shall perform the following services to the Company: # provide advice and counsel to the Company regarding all aspects of its businesses, # assist with special projects as requested by the Company, including acting as an advisor on strategic initiatives, # assist the Company with the maintenance and development of community, client, potential client and other business relations, and # perform such other advisory services consistent with ​' experience and expertise as the parties hereto may mutually agree upon from time to time during the Term. In connection with the performance of the services, ​ shall engage with and involve the appropriate employees of the Company and its subsidiaries in order to facilitate the growth of long-term relationships between clients and potential clients and the Company and its employees.

Advisory Services. In recognition of your dedicated service to the Corporation, valuable skill sets, unique customer insight and established 15-year track record as the third-ranking senior officer of the Corporation, the Corporation and you have agreed to continue your employment on a non-executive advisory basis on the following terms and conditions:

Executive Role. Subject to the terms and conditions of this Agreement, Company shall employ Executive as its SVP, Corporate Development and Head of Emerging Areas reporting to Company’s President and ​. Executive accepts such employment upon the terms and conditions set forth herein, and agrees to perform to the best of Executive’s ability the duties normally associated with such position and as determined by Company in its sole discretion. During Executive’s employment, Executive shall devote all of Executive’s business time and energies to the business and affairs of Company, provided that nothing contained in this Agreement shall prevent or limit Executive’s right to manage Executive’s personal investments on Executive’s own personal time, including, without limitation the right to make passive investments in the securities of: # any entity which Executive does not control, directly or indirectly, and which does not compete with Company or the Parent Company, or # any publicly held entity so long as Executive’s aggregate direct and indirect interest does not exceed two percent (2%) of the issued and outstanding securities of any class of securities of such publicly held entity. Nothing contained herein shall prevent any family member of Executive from contracting with, being employed by or obtaining an ownership interest in any entity, whether or not such entity competes with the Company or the Parent Company; provided, however, that such contract, employment, or ownership interest does not extend to or involve Executive. In addition, nothing in this Agreement shall require Executive to transfer, sell or otherwise divest himself of any investments Executive or Executive’s family members hold as of the date hereof. During Executive’s employment, Executive shall not engage in any other non-Company related business activities of any nature whatsoever (including board memberships) without the Company’s prior written consent, which consent shall not be unreasonably withheld. In addition, and so long as such activities do not interfere with Executive’s performance of Executive’s duties hereunder (including Executive’s full devotion of business time and energies to the business and affairs of Company, as described above), Executive also may participate in civic, charitable and professional activities, but shall not serve in any official capacity, including as a member of a board, without the prior written consent of the Company.

Strategic Advisory Period. On ​, Executive will step down as Executive Vice President and Chief Information Officer and begin serving as a strategic advisor to the Company. During the Strategic Advisory Period, Executive will assist with his successor’s transition and perform such other duties as may be assigned by the Chief Executive Officer or his delegate. Executive will devote such time, effort and attention to the business of the Company during the Strategic Advisory Period as requested by the Company. Executive will fully comply with the standard policies, procedures, and practices of the Company that are in effect during the Strategic Advisory Period. The Strategic Advisory Period will end on ​ (the “Scheduled Retirement Date”) unless terminated earlier pursuant to [Section 6] (the “Accelerated Retirement Date”). The date this Agreement ends, on the Scheduled Retirement Date or the Accelerated Retirement Date, as applicable, is the “Agreement End Date.”

The following capitalized and defined terms used in this Agreement shall have the meanings specified below:

Advisory Services Period. The Advisory Services Period will commence at ​ on ​ and will end at ​ on ​, unless the parties mutually agree in writing to extend the term of the Advisory Services Period. Notwithstanding the foregoing, either party may terminate the Advisory Services Period upon thirty (30) days prior advanced written notice to the other party.

In remuneration for our role in respect of the Advisory Services, Sigur will receive a non-refundable engagement fee from THE COMPANY of ​ (​) within 48 hours after receiving the first investment amount in its bank account (Engagement Fee).