Annual Meeting of Stockholders. Each director is encouraged to attend the Annual Meeting of Stockholders.

Annual Meeting shall mean the 2013 annual meeting of the Predecessor Company’s stockholders

Effective, ​, a Non-Employee Director who is first elected to the Board on a day other than the day of the annual meeting of stockholders, shall be granted a pro-rated number of Stock Units based on the number of days served prior to the next annual meeting (using the methodology and initial value formula set forth above and an assumed next annual meeting date one year following the last annual meeting). Such award is intended to be in consideration for service until the next annual meeting of stockholders, but will be fully earned on the date of the award.

Annual Equity Award. A person who is a Non-Employee Director immediately following each annual meeting of the Company's stockholders and who will continue to serve as a Non-Employee Director following such annual meeting shall be automatically granted on the second market trading day following the date of each such annual meeting a restricted share unit award with a grant date value equal to ​ (the "Annual Equity Award"). The Annual Equity Award shall vest on the earlier of the first anniversary date of the grant date or the date of the Company's next subsequent annual meeting of stockholders following the grant date.

The annual meeting of stockholders (each, an “Annual Meeting”) for the election of directors shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Any other proper business may be transacted at the Annual Meeting.

Directorship Term. The “Directorship Term,” as used in this Agreement, shall mean the period commencing on the Effective Date and terminating on the earlier of the date of the next annual stockholders meeting and the earliest of the following to occur: # the death of the Director; # the termination of the Director from his membership on the Board by the mutual agreement of the Company and the Director; # the removal of the Director from the Board by the stockholders of the Company; and # the resignation by the Director from the Board. In the event that the Director is re-elected at a stockholders meeting, then the Agreement shall be extended, and the term "next annual stockholders meeting" in the preceding sentence shall mean the first annual stockholders meeting occurring after the re-election.

The Plan shall be effective as of ​ subject to its approval by the Company’s stockholders at the 2016 Annual Meeting of Stockholders.

Annual Grant. On the date of the Company’s annual meeting of stockholders, each Outside Director who will continue as a member of the Board following such annual meeting of stockholders will receive a restricted stock unit grant on the date of such Annual Meeting (the “Annual Grant”) with a Value of ​ that vests in full on the earlier of # the one-year anniversary of the grant date or # the next annual meeting of stockholders; provided, however, that all vesting will cease if the director ceases to provide services to the Company, unless the Board determines otherwise prior to the cessation of such services. An Outside Director may elect to receive cash in lieu of an Annual Grant, but must meet certain criteria as outlined in [Section II(g)] below. In the event that an Outside Director elects to receive cash in lieu of the Annual Grant, the cash payment will occur in the same manner and frequency as the Annual Cash Retainer.

Section # Action by Written Consent of Stockholders. No action shall be taken by the stockholders of the corporation except at a duly called annual or special meeting of stockholders and no action shall be taken by the stockholders of the corporation by written consent.

Each continuing non-employee director will receive annually an award of RSUs with a fair market value of ​ on the date of grant. The RSUs will be granted by the Board under the Incentive Plan at the organizational meeting of the Board immediately following the annual meeting of stockholders in December (“annual meeting”) of each year.