Participation. Subject to [Section 3.2], as well as the remaining terms of this Agreement, the Executive shall remain eligible to receive benefits hereunder during the term of this Agreement.

Participation. No Employee will have the right to be selected to receive an award under this Plan, or, having been so selected, to be selected to receive a future award.

Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

Cessation of Trading. Any cessation of trading of the Common Stock on at least one of the OTCBB, OTCQB, OTC Markets Pink Sheets, or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq Small Cap Market, the New York Stock Exchange, or the NYSE MKT, and such cessation of trading shall continue for a period of five consecutive # Trading Days.

Cessation of Employment. In the event Executive shall cease to be employed by the Company for any reason, then Executive’s compensation and benefits shall cease on the date of such event, except as otherwise specifically provided herein or in any applicable employee benefit plan or program or as required by law.

Equity Participation. You (or to a trust or other related or affiliated entity designated by you for estate planning purposes) will be eligible to receive stock options (the “Stock Options”) and other Stock Awards including Performance Based (“Equity Incentives”). In the event of a “Change in Control” as defined by below, all Stock Options shall vest immediately. The Stock Option Plan is attached hereto as [Exhibit A].

ARTICLE # – ANNUAL CREDITS. 9

Participation Interests. The Value attributable to any Participation Interest shall be the Value determined with respect to the underlying portfolio investment related to such Participation Interest in accordance with this [Section 5.12], provided any participation interest that does not satisfy the definition of Participation Interest shall have a Value of zero (0) for purposes of this Agreement.

Subject to [Section 8(d)(vi)], if the Parent or the Company proposes to sell to any Person any Preemptive Securities in a financing transaction for cash (such securities, the “New Securities”), then the Parent or the Company, as applicable, shall first deliver to each Holder a written notice (an “Offer Notice”) setting forth: # the aggregate number of New Securities proposed to be sold, # the price per New Security and all other material terms and conditions, # the identity of each Person to whom securities are proposed to be sold (or, if unknown, how such Persons shall be identified), # all written financial information and other disclosures provided by the Parent, the Company or their representatives to any other proposed recipient of the New Securities and # an offer to sell to such Holder, on the same terms and conditions described in the Offer Notice, up to a fraction of such New Securities equal to such Holder’s Pro Rata Percentage.

An Eligible Executive shall become a Participant in the Plan as of the later of # the date he becomes an Eligible Executive or # ​.