Automatic Distributions. Notwithstanding any payment elections made on Deferral Forms and Section 5.2:

Delivery Receipt. Seller shall have received Buyer’s signed Acknowledgment of Delivery to Seller in the form attached hereto as [Exhibit A].

Extraordinary Receipt. Upon any Extraordinary Receipt (which, when taken with all other Extraordinary Receipts received after the Commitment Termination Date, exceeds $5,000,000 in the aggregate) received by or paid to or for the account of the Borrower or any other Obligor, and not otherwise included in [clauses (i), (ii) or (iii) of this Section 2.10(d)], the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in [Section 2.09(b)]).

"Phantom Share" shall mean a right, pursuant to the Plan, of the Grantee to payment of the Phantom Share Value. Phantom Shares may also be referred to in an Award Agreement or otherwise as Restricted Stock Units.

Termination of Service for Cause. Unless otherwise provided in the applicable Award Agreement and subject to clause (2) below, if the Grantee has a Termination of Service for Cause, all of the Grantee's Phantom Shares (whether or not such Phantom Shares are otherwise vested) shall thereupon, and with no further action, be forfeited by the Grantee and cease to be outstanding, and no payments shall be made with respect to such forfeited Phantom Shares.

If on any date while the Award is outstanding hereunder the Company shall pay any dividend on the Shares (other than a dividend payable in Shares), the target number of Phantom Shares covered by this Award shall, as of such dividend payment date, be increased by a number of Phantom Shares equal to: # the product of # the target number of Phantom Shares previously covered by the Award as of the related dividend record date, multiplied by # the per Share amount of any cash dividend (or, in the case of any dividend payable in whole or in part other than in cash, the per Share value of such dividend, as determined in good faith by the Committee), divided by # the Fair Market Value of a Phantom Share on the payment date of such dividend. In the case of any dividend declared on Shares that is payable in the form of Shares, the target number of Phantom Shares granted to the Participant under this Award shall be increased by a number equal to the product of # the target number of Phantom Shares covered by this Award on the related dividend record date, multiplied by # the number of Shares (including any fraction thereof) payable as a dividend on a Share. Any Phantom Shares attributable to dividends under this Section 6(b) shall be subject to the performance and service vesting and payment provisions set forth in [Exhibit A].

Suppose an original Participant’s target award is $120,000.00 and the closing Share price on the Participant’s Grant Date is $0.58. Fifty percent (50%) of the award is denominated in cash and fifty percent (50%) of the award is denominated in Phantom Shares, resulting in a target cash award of $60,000.00 (target award x 50%) and a target Phantom Share award of 103,448 Phantom Shares (target award x 50% ÷ $0.58, rounded). Under this example, if the Participant earns one hundred and fifty percent (150%) of the target award, based on actual performance achievement, subject to the vesting requirements in this section 6, the Participant will be eligible to receive a cash portion of $90,000.00 ($60,000.00 target cash portion x 150%) and a Phantom Share portion of 155,172 Shares (103,448 target Phantom Share portion x 150%, rounded).

Automatic Re-enrollment. The payroll deduction rate or amount, as applicable, selected by the Participant for an Offering shall remain in effect for subsequent Offerings unless the Participant timely submits new enrollment documents to change the Contribution amount for a subsequent Offering Period in accordance with the rules established by the Committee.

Automatic Termination Provisions. Notwithstanding anything to the contrary in [Section 6] of the Agreement, if a Termination Price is specified in any Supplemental Confirmation, then an Additional Termination Event with Counterparty as the sole Affected Party and the Transaction to which such Supplemental Confirmation relates as the Affected Transaction will automatically occur without any notice or action by Dealer or Counterparty if the closing price of the Shares on the Exchange for any two consecutive Exchange Business Days is below such Termination Price, and such second consecutive Exchange Business Day will be the “Early Termination Date” for purposes of the Agreement.

If a Director elects to direct deferred amounts into the Phantom Stock Investment Account, then, on the applicable Compensation Payment Date, the Director’s Phantom Stock Investment Account shall be credited with a number of Phantom Stock Units equal to # the amount deferred into the Phantom Stock Investment Account, divided by # the Market Value on such date, and rounded to the nearest ten-thousandth.