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.