Non-Executive Chairman of the Board. A Non-Employee Director serving as the Non-Executive Chairman of the Board shall receive an additional annual retainer of $35,000 for such service.

On March 15, 2023, ​ Inc. (the “Company”) announced the transition of ​cutive Chairman and Co-Founder, from the role of Executive Chairman to Chairman of the Board of Directors (the “Board”), effective immediately.

"Chairman" means the chairman of the Supervisory Board, from time to time;

Board. The term “Board” means the Board of Directors of the Company.

Board. “Board” is the Board of Directors of the Company, or such committee of the Board of Directors to which the Board of Directors of the Company has delegated the respective authority.

Board. The term "Board" shall mean the Board of Directors of the Company.

Chairman of the Board

· $400,000 per twelve-month period in a retainer payable monthly for his services as the non-management Chairman of the Board and Chairman of the Board of Directors of the Bank.

To Select the Chairman, Vice-Chairman, Secretary and Chief Executive Officer. The Board will select the chairman, vice-chairman and secretary of the Board and the Chief Executive Officer in compliance with Scio Diamond’s Certificate of Incorporation and Bylaws. The chairman and vice-chairman of the board will not be a current employee of Scio Diamond, or someone employed by Scio Diamond any time within the prior three years, unless the appointment is approved by two-thirds of the disinterested directors. The duties of the secretary may be performed by a Board member, Scio Diamond employee or outside consultant as long as the Board deems the individual qualified to keep accurate minutes of all meetings, act as parliamentarian and provide guidance to the Board to ensure that the actions of the Board are well documented and adhere to all legal, Financial Industry Regulatory Authority (FINRA) and Securities and Exchange Commission (SEC) guidelines.

Board. "Board" means the Board of Directors of the Company.

Board. “Board” is the Board of Directors of the Company, or such committee of the Board of Directors to which the Board of Directors of the Company has delegated the respective authority.

[[Person C:Person]] will remain as Non-Executive Chairman of the Board of Viacom through September 13, 2016. The new Board will then select a successor for Chairman. Sumner Redstone will remain Chairman Emeritus and Shari Redstone will remain Non-Executive Vice Chair. Once [[Person C:Person]] departs, the Board will consist of 15 directors.

Each Outside Director who serves as chairman of the Board, lead director or chairman or member of a committee of the Board will be paid additional annual fees as follows:

Chairman of the Board

Except as may otherwise be set forth in any applicable management rights letter or other written agreement with an Investor, a board observer may participate in person at the Company’s Board of Directors meetings only at the explicit invitation of the Chairman of the Board of Directors, where such invitation may be granted solely at the Chairman’s discretion (each a “Chairman Invited Observer”). The Company shall reimburse up to 50% of a Chairman Invited Observer’s reasonable out of pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending any meeting of the Board of Directors to which he or she is invited.

[[Person B:Person]] will serve as Chairman of the Board

[[Person A:Person]]cutive Chairman of the Board of Directors

“Administrative authority” means the Board, a committee designated by the Board, the Chairman of the Board, or the Chairman’s delegates authorized to administer outstanding awards under this Program, establish requirements and procedures for the operation of the Program, and to exercise other powers assigned to the administrative authority under this Program.

Title: President, Chief Executive Officer and Chairman of the Board