Cash. By cash, cashier’s check or wire transfer or, at the discretion of the Administrator expressly for the Grantee and where permitted by law as follows:

Cash. Directors Fees deferred by Participants in cash shall be credited to a Cash Deferred Account, on the first business day coincident with or immediately following the Issue Date for such Director Fees, until a Distribution Event described in Section 10 occurs. Cash Deferred Accounts shall not be credited with any earnings or income by the Company.

AUTHORITY TO GRANT RESTRICTED CASH AWARDS. From time to time, the Board or the Plan Administrator may grant a Restricted Cash Award to any Eligible Employee.

Value of Cash-Based and Other Stock-Based Awards. Each Cash-Based Award shall specify a payment amount or payment range as determined by the Compensation Committee. Each Other Stock-Based Award shall be expressed in terms of Shares or units based on Shares, as determined by the Compensation Committee. The Compensation Committee may establish performance goals in its discretion. If the Compensation Committee exercises its discretion to establish performance goals, the number and/or value of Cash-Based Awards or Other Stock-Based Awards that will be paid out to the Participant will depend on the extent to which the performance goals are met. In the case of Cash-Based Awards and/or Other Stock-Based Awards intended to constitute Performance-Based Compensation the applicable performance goals for such Awards shall comply with the requirements of Article 11.

Out-of-Pocket Expenses. The Company shall reimburse the Manager for reasonable and substantiated out-of-pocket expenses incurred by the Manager in satisfying obligations under this Agreement; provided, however, that the Company shall not reimburse the Manager for expenses of salaries or employee benefits of employees of the Manager. The Company shall pay all costs and expenses of its professional advisors, including its attorneys and accountants, and other Third Parties.

Closing Consideration; Earn-Out. In consideration of the purchase and sale of the Acquired Assets and the Holding Corporation entering into the Restrictive Covenants, Purchaser shall assume the Assumed Liabilities and Purchaser shall pay to Seller the aggregate of the following (the “Purchase Price”):

cash bonus awards (“Cash Awards”),

The Committee may grant Other Stock-Based Awards not otherwise described by the terms of this Plan to a Participant in such amounts and subject to such terms and conditions, as the Committee shall determine, in its sole discretion. Such Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based on the value of Shares.

Each Other Stock-Based Award shall be expressed in terms of Shares or units based on Shares, as determined by the Committee, in its sole discretion.

Long-Term Incentive Plan Awards (Cash and Equity-Based Performance Awards). If an employee experiences a Qualifying Retirement during a performance period, then subject to the Compensation Committee’s certification that the performance goals for such performance period have been achieved, the employee shall be entitled to a prorated portion of any outstanding long-term incentive plan awards at the end of the applicable performance period(s) based on the actual performance during the performance period determined by multiplying the full amount of any such award so payable by a fraction, the numerator of which shall equal the number of days such employee was employed with the Company during the performance period (including the date of the employee’s termination of employment) and the denominator of which shall equal the number of days in the performance period. Notwithstanding anything herein to the contrary, the prorated award shall be paid in accordance with the terms of the applicable award agreement, subject to any delay required by Section 409A of the Internal Revenue Code of 1986, as amended.