references to clauses are to the clauses of this Agreement;

"Qualifying Lender" means:

Contingent upon execution of this offer, you will also be eligible for the following benefits:

Contingent Obligations. The Company will not, nor will it permit any Subsidiary to, make or suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation with respect to the obligations of a Subsidiary) in respect of any Indebtedness except in connection with Indebtedness which if directly incurred by the Company or such Subsidiary, as applicable, would not result in a violation of [Sections 7.3(A) or 7.4]4].

As of the date of Consultant’s execution of this Agreement, Consultant indicates his intent to retire from his position as Vice Chairman, with March 31, 2015, being his last day of employment.

Confidentiality, Non-Solicitation and Non-Competition. The salary and benefits outlined in this Offer Letter are contingent upon your execution of the Confidentiality, Non-Solicitation and Non-Competition Agreement attached hereto as [Exhibit A].

Acceptance of Restricted Stock Award. This award of Restricted Stock is conditioned upon Grantee’s acceptance of the terms of this Agreement, as evidenced by Grantee’s execution of this Agreement or by Grantee’s electronic acceptance of this Agreement in a manner and during the time period allowed by the Company. If the terms of this Agreement are not timely accepted by execution or by such electronic means, the award of Restricted Stock may be cancelled.

Your acceptance of this offer and commencement of employment with the Company is contingent upon the execution, and delivery to an officer of the Company, of the Company’s Proprietary Information and Invention Assignment Agreement, a copy of which is enclosed for your review and execution (the “Confidentiality Agreement”), prior to or on your Start Date.

The payments and benefits described in this Section 3 are contingent upon: # [[Ms. Petryszyn:Person]]’s execution of this Agreement, # her execution of the attached Exhibit A (General Release Agreement) on her Retirement Date, as defined in Section 4 (without revocation), and # her full compliance with the terms and conditions of this Agreement. The terms and conditions of the General Release Agreement are incorporated into this Agreement as if fully set forth herein.

Amendment of Award Agreements. To the extent that the provisions of this subsection are inconsistent with the provisions of your Award Agreements, those Award Agreements are amended, upon your execution of the Release Agreement, to include the provisions of this subsection, which supersede any inconsistent provisions of the Award Agreements.