Cash-out. In the event of a Change in Control, the Committee may, in its discretion and upon at least ten (10) days’ advance notice to the Optionee, cancel the Option and pay to the Optionee the value of the Option based upon the price per share of Common Stock received or to be received by other shareholders of the Company in the event. Notwithstanding the foregoing, if at the time of a Change in Control the Exercise Price of the Option equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the Option without the payment of consideration therefor.

Cash Out. With respect to a Participant who retires under the terms of the Plan and has a Separation from Service on or after July 1, 2017, as permitted under Treas. Reg. §1.409A-3(j)(4)(v) and subject to paragraph # below, the Administrative Committee in its sole discretion may pay in a single lump sum the entire SERP Benefit of a Participant at the time when the first installment of the SERP Benefit would otherwise be paid under [Section 5.2(b)(1)], provided that, # the Company evidences such decision in writing no later than the date of payment to the Participant, # the payment results in the termination and liquidation of the Participant’s interest under the Plan and under all other plans maintained by the Company and its affiliates that are required to be aggregated with the Plan under Code Section 409A, and # the total payment amount with respect to the SERP Benefit and the benefit of any other plan required to be aggregated with the Plan under Code Section 409A does not exceed the dollar limit under Code Section 402(g)(1)(B) applicable for the year of payment. For purposes of paragraph (a)(3) above, the SERP Benefit will be calculated as the Single-Sum Amount provided in [Section 2.24] of the Plan.

Mandatory Cash-Out Notwithstanding anything in this Article, if the Participant's Supplemental Retirement benefit has an Actuarial Equivalent single-sum value less than $50,000 on the Participant's Benefit Commencement Date of the Participant's Separation from Service, the Participant's Supplemental Retirement Benefit will be distributed in a single lump-sum payment within thirty (30) days after the date of the Participant's Benefit Commencement Date

Cash Awards. The Plan Administrator shall have the discretionary authority under the Plan to make Cash Awards which are to vest in one or more installments over the Participant’s continued Service with the Corporation or upon the attainment of specified performance goals. Each such Cash Award shall be evidenced by one or more documents in the form approved by the Plan Administrator; provided however, that each such document shall comply with the terms specified below.

Cash Awards. The Committee is authorized to grant Cash Awards, on a free-standing basis or as an element of or supplement to, or in lieu of, any other Award under this Plan to Eligible Persons in such amounts and subject to such other terms (including the achievement of performance goals and/or future service requirements) as the Committee in its discretion determines to be appropriate.

Cash-Based Awards. The maximum aggregate amount awarded or credited with respect to Cash-Based Awards to any one Participant in any one Plan Year may not exceed the value of ten million dollars ($10,000,000) determined as of the date of vesting or payout, as applicable, plus the amount of the Participant’s unused applicable Annual Award Limit for Cash-Based Awards as of the close of the previous Plan Year.

Cash-Based Awards. The Committee is hereby authorized to grant Cash-Based Awards to Grantees denominated in cash in such amounts and subject to such terms and conditions as the Committee may determine. Each such Cash-Based Award shall specify a payment amount, payment range or a value determined with respect to the Fair Market Value of the Shares, as determined by the Committee. The Committee may designate Cash-Based Awards as “performance-based compensation” under Code Section 162(m) by conditioning the Award or the lapse of restrictions on the achievement of performance goals in accordance with Section 11(a) and by administering the Award to otherwise comply with the requirements of Section 11 and Code Section 162(m). The Committee is authorized at any time during or after a Performance Period to exercise negative discretion to reduce or eliminate a Cash-Based Award of any Grantee for any reason in its discretion, including, without limitation, changes in the position or duties of any Grantee with the Company or any Subsidiary during or after a Performance Period, whether due to any termination of employment (including death, disability, retirement, voluntary termination or termination with or without cause) or otherwise.

no reduction in the Exercise Price of any Award is permitted;

Grant of Cash Awards. Subject to the terms and provisions of the Plan, the Administrator may, at any time, grant Cash Awards to Service Providers in respect of such amounts or units as the Administrator, in its sole discretion, determines.

The maximum aggregate cash payout (including Performance Units and Performance Shares paid out in cash, or Other Incentive Awards paid out in cash) with respect to Awards granted in any fiscal year which may be made to any Named Executive Officer shall be One Hundred Twenty-Five Thousand Dollars ($125,000).

ELIGIBILITY FOR RESTRICTED CASH AWARDS. Eligibility to receive a Restricted Cash Award shall be determined by the Board or the Plan Administrator in its sole discretion.

TERMS OF RESTRICTED CASH AWARDS. The terms of any Restricted Cash Award, including the amount, vesting conditions, and payment date, shall be set forth in an Award Letter. The terms of any Award Letter shall be determined on a case-by-case basis by the Board or the Plan Administrator.

Cash and Equity Awards Modifications. Notwithstanding any other provisions of this Agreement to the contrary, the Company reserves the right to modify or amend unilaterally the terms and conditions of your cash compensation, stock option awards or other equity awards, without first asking your consent, to the extent that the Company considers such modification or amendment necessary or advisable to comply with any law, regulation, ruling, judicial decision, accounting standard, regulatory guidance or other legal requirement (the “Legal Requirement”) applicable to such cash compensation, stock option awards or other equity awards, provided that, except where necessary to comply with law, such amendment does not have a material adverse effect on the value of such compensation award to you. In addition, the Company may, without your consent, amend or modify your cash compensation, stock option awards or other equity awards in any manner that the Company considers necessary or advisable to ensure that such cash compensation, stock option awards or other equity awards are not subject to United States federal income tax, state or local income tax or any equivalent taxes in territories outside the United States prior to payment, exercise, vesting or settlement, as applicable, or any tax, interest or penalties pursuant to Section 409A.

Grant of Cash-Based Awards. Subject to the terms and provisions of the Plan, the Compensation Committee, at any time and from time to time, may grant Cash-Based Awards to Participants in such amounts and upon such terms as the Compensation Committee may determine.

No Cash Consideration for Awards. Awards may be granted for no cash consideration or for such minimal cash consideration as may be required by applicable law.

Opt-Out Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of the proposed filing or withdrawal of any Registration Statement or contemplated Piggyback Rights Company Offering, including any Offering Notice or notice of any event that would lead to a Blackout Period; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not deliver any notice to such Holder pursuant to Article II, Article III or Article IV hereof, and such Holder shall no longer be entitled to the rights associated with any such notice. Each Holder that has delivered an Opt-Out Notice will notify the Company in writing at least two (2) Business Days in advance of its intended use of an effective Registration Statement. If a Blackout Notice was previously delivered (or would have been delivered but for the provisions of this Section 11.3) and the Blackout Period remains in effect, the Company shall so notify such Holder, within one (1) Business Day of such Holder’s notification to the Company, by delivering to such Holder a copy of such previous notice of such Blackout Period, and thereafter notify such Holder when such Blackout Period is no longer in effect.

Expense Opt-Out. If Legacy provides Primary with written notification that it will no longer support the filing, prosecution, or maintenance of any specified patent(s) and/or patent application(s) within the Legacy Patents, then # Legacy’s responsibility for any fees and costs related to the filing, prosecution, and maintenance of such subject Legacy Patents will terminate sixty (60) days after Primary’s receipt of such written notification, and Legacy’s obligations under Section 7.2(a), shall terminate with respect to such patents and/or patent applications on such date, and all right, title, and interest in such Patent Rights shall be assigned to Primary, free and clear of all liens, claims, and encumbrances, # such Patent Rights shall be deemed not to be Legacy Patents for purposes of this Agreement, # to the extent Covered thereby, no compounds claimed therein shall be considered CDCs nor VDCs for any purposes related to this Agreement in the country(ies) in which such Patent Rights were filed or issued, and # to extent any CDC or Derivative thereof is Covered thereby, Legacy, its Affiliate, and Legacy Licensees shall no longer have any right to manufacture, use, sell, or import such CDC or Derivative thereof in the country(ies) in which such Patent Rights were filed or issued.

Commencing with the calendar quarter ending September 30, 2016 and continuing for each calendar quarter thereafter through the end of the Measurement Period, Purchaser shall, as soon as reasonably practicable after the end of such period, deliver to Seller its production report in substantially the same form that it provides to its producers, setting forth the aggregate Net Commissions and Fees for such period.

Payment of Cash-Based Awards and Other Stock-Based Awards. Payment, if any, with respect to a Cash-Based Award or an Other Stock-Based Award shall be made in accordance with the terms of the Award, in cash or Shares as the Compensation Committee determines.