Unfunded Plan; Awards Not Includable for Benefits Purposes. This Plan is unfunded and does not create, and should not be construed to create, a trust or separate fund with respect to this Plan’s benefits. This Plan does not establish any fiduciary relationship between the Company and any Participant or other person. To the extent any person holds any rights by virtue of an Award granted under this Plan, such rights are no greater than the rights of the Company’s general unsecured creditors. Income recognized by a Participant pursuant to an Award shall not be included in the determination of benefits under any employee pension benefit plan (as such term is defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended) or group insurance or other benefit plans applicable to the Participant which are maintained by the Company or any Affiliate, except as may be provided under the terms of such plans or determined by resolution of the Board.

Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding principal amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares of Common Stock.

Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: # each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or State law; # each Borrower and its ERISA Affiliates have made all required contributions to any Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan; # no Plan has been terminated so as to incur any material liability to the Pension Benefit Guaranty Corporation and there has been no occurrence of a reportable event or any other event or condition which presents a material risk of termination by the Pension Benefit Guaranty Corporation of any such Plan that is a single employer plan, which termination could result in any material liability to the Pension Benefit Guaranty Corporation; and # there does not exist any accumulated funding deficiency, whether or not waived, with respect to any such Plan.

Employee Benefits. Neither Parent nor any Restricted Subsidiary shall, and they shall not cause or permit any ERISA Affiliate to, cause or permit to occur an event with respect to any Employee Benefit Plan that could result in any liability of any Loan Party or ERISA Affiliate for failure to comply with applicable law or the terms of any Employee Benefit Plan, the imposition of a Lien under [Section 412(n)] of the IRC or [Section 302(f) or 4068]8] of ERISA or cause or permit to occur a Notification Event to the extent such liability, Lien or such Notification Event would reasonably be expected to have a Material Adverse Effect.

Employee Benefits. You will be eligible to participate in or receive benefits under the Company’s employee benefit plans in effect from time to time (including, without limitation, any group health care plan when established), subject to the terms of such plans. If a group plan is not established or to the extent that you are not eligible to participate in such plan once established, the Company will reimburse the cost of your COBRA insurance or individual insurance plan until a group plan is set up in which you are eligible.

Employee Benefits. You will be eligible to participate in all employee benefit plans generally available to similarly situated officers of the Company.

Except as would not reasonably be expected to have a Material Adverse Effect, the Loan Parties and each Subsidiary will comply in all respects with the provisions of ERISA and the Code applicable to employee benefit plans as defined in Section 3(3) of ERISA and the laws applicable to any Foreign Pension Plan. The Loan Parties and any Subsidiary will furnish to [[Organization B:Organization]] as soon as possible after, and in any event within ten (10) days after any Authorized Officer of any Loan Party or any Subsidiary knows or has reason to know that, any ERISA Event has occurred or is reasonably expected to occur that, alone or together with any other ERISA Event that has occurred or is reasonably expected to occur that has resulted or would reasonably be expected to result in a liability of the Loan Parties, any Subsidiary or any ERISA Affiliate in excess of the Threshold Amount, a statement of a Financial Officer of Castle setting forth details as to such ERISA Event and the action, if any, that Loan Parties propose to take with respect thereto. Each Loan Party shall promptly and in any event within thirty (30) days after a request by [[Organization B:Organization]], furnish to [[Organization B:Organization]] copies of each [Schedule SB] (Actuarial Information) to the Annual Report (Form 5500 Series) with respect to each Plan sponsored by any Loan Party, any Subsidiary or any of their respective ERISA Affiliates.

Employee Benefits. While Employee is employed by [[Organization A:Organization]] during [[Organization A:Organization]] Term, Employee shall be entitled to participate in [[Organization A:Organization]] retirement plans, non-qualified stock option plan, health plans, and all other employee benefits made available by [[Organization A:Organization]], and as they may be changed from time to time. Employee acknowledges and agrees that Employee will be subject to all eligibility requirements and all other provisions of these benefits plans, and that [[Organization A:Organization]] is under no obligation to Employee to establish and maintain any employee benefit plan in which Employee may

Employee Benefits. During the Employment Term, Executive shall be entitled to participate in employee benefit plans or programs of Company, if any, to the extent that her position, tenure, salary, age, health and other qualifications make her eligible to participate, subject to the rules and regulations applicable thereto. Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time.

Employee Benefits. Employee shall be entitled to participate in such employee benefit plans, including the Company’s 401(k) plan, life insurance, and medical benefits plans, and shall receive all other fringe benefits, as the Company may make available generally to its senior executive employees generally, for which Employee is eligible under the terms and conditions of such plans, in each case subject to the requirements, rules and regulations from time to time applicable thereto. Details about these benefits are set forth in summary plan descriptions and other materials.