his Account balance under the ERA pursuant to the terms hereof. In addition, the Participant will be entitled to receive a benefit from the SERP equal to the benefit accrued under the SERP as reduced by his benefit under the ERA. Distribution of the Participant's SERP benefit will be made pursuant to the terms of the SERP.

Rights of Participation. The failure of the Borrower to fully satisfy its obligations to the Holder under [Section 5(c)] and/or [Section 5(d)] of the Purchase Agreement.

Right of Participation. If, at any time after the Conversion of the Series A Preferred Stock to Common Stock of HWC, HWC proposes to issue equity securities in exchange for cash, HWC will so notify PTG and will afford to PTG the opportunity to purchase such portion of the offered securities as equals the portion of HWC’s fully-diluted common shares owned by PTG. HWC will hold the offer open for no less than five business days, during which PTG must designate the number of securities, if any, it chooses to purchase. Payment for such securities will be due according to the schedule applicable to the offering.

A Participant shall terminate active participation in the Plan upon any of the following events:

The Committee shall determine the employees who shall be Participants for the Performance Period. The designation of Participants shall be made individually or by groups or classifications of employees, as the Committee deems appropriate.

Termination of Participation. Except as otherwise specifically provided in this Plan Statement or by the Plan Administrator, a Director who ceases to be a Director is not eligible to continue to participate in the Plan, provided, that any deferral elections in effect, and irrevocable, will continue to apply with respect to any Retainers. The Participant’s Account will continue to be governed by the terms of the Plan until such time as the Participant’s Account balance is paid in accordance with the terms of the Plan. A Participant or Beneficiary will cease to be such as of the date on which his or her entire Account balance has been distributed.

Partial Year Participation. Unless otherwise determined by the Committee or the CEO (with respect to individuals who are not [Section 16] Officers) # if a Participant begins employment or is promoted to an eligible position after the beginning of a Plan Year but before October 1 of such Plan Year, such Participant will be eligible to receive an Annual Incentive Award for such Plan Year, which will be prorated based on the number of days such person participated in the Plan during the Plan Year; and # if a Participant begins employment or is promoted to an eligible position after October 1 of a Plan Year, the Participant will not be eligible to receive an Annual Incentive Award for such Plan Year. If a Participant takes a leave of absence during the Plan Year for any reason, the Committee or the CEO (with respect to individuals who are not [Section 16] Officers) in their discretion, may determine whether such employee may participate in this Plan and the terms of such participation, if any.

Participation Effective Date. The effective date of the Participant’s participation in the Plan is April 1, 2017.

Each Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Bank to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Bank, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Commitment Percentage in each Issuing Bank’s obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Bank thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Bank that, if a draft is paid under any Letter of Credit for which the Issuing Bank is not reimbursed in full by ​ in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Bank upon demand at the Issuing Bank’s address for notices specified herein an amount equal to such L/C Participant’s Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. Each L/C Participant’s obligation to purchase participations pursuant to this [subsection 3.4] shall be absolute and unconditional and shall not be affected by any circumstance, including # any setoff, counterclaim, recoupment, defense or other right that such L/C Participant may have against the Issuing Bank, ​ or any other Person for any reason whatsoever, # the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in [Section 5], # any adverse change in the condition (financial or otherwise) of ​, # any breach of this Agreement or any other Loan Document by ​ or any other L/C Participant or # any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Duration of Participation. A Participant shall continue to be a Participant in the Plan until such Participant ceases to meet the requirements for participation established by the Committee for the applicable Plan Year. A Former Participant shall remain such until he or she receives full payment of all benefits due to him or her under the Plan.