Administration by Board of Directors. The Plan will be administered by the Board of Directors of [[Organization A:Organization]] (the “Board”). The Board, in its sole discretion, shall have the authority to grant and amend Awards, to adopt, amend and repeal rules relating to the Plan and to interpret and correct the provisions of the Plan and any Award. All decisions by the Board shall be final and binding on all interested persons. Neither [[Organization A:Organization]] nor any member of the Board shall be liable for any action or determination relating to the Plan.

Please indicate your acceptance of this Proposal by signing the enclosed copy of this letter and returning it to our office no later than 5:00 p.m. November 28th, 2012. It is clearly understood that this Proposal is not binding upon either party hereto, and that only the fully executed Lease Amendment shall legally bind the parties.

Cause: Any termination of employment which is classified by the Employer as for cause, including but not limited to: # unsatisfactory performance of duties or inability to meet the requirements of the position, unless classified by the Employer as a Performance Termination; # any habitual neglect of duty or misconduct of the Employee in discharging any of his duties and responsibilities; # excessive unexcused, or statutorily unprotected absenteeism or inattention to duties; # failure or refusal to comply with the provisions of the Employer’s personnel manual or any other rule or policy of the Employer; # misconduct, including but not limited to, engaging in conduct which the Committee reasonably determines to be detrimental to the Employer; # disloyal, dishonest or illegal conduct by the Employee; # theft, fraud, embezzlement or other criminal activity involving the Employee’s relationship with the Employer; # violation of any applicable statute, regulation, or rule, or provision of any applicable code of professional ethics; # suspension, revocation, or other restriction of the Participant’s professional license, if applicable; or # the Employer’s inability to confirm, to its sole satisfaction, the references and/or credentials which the Participant provided with respect to any professional license, educational background and employment history.

Change in Control: shall be deemed to have occurred if # any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "Beneficial Owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company's then outstanding Voting Securities, or # during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or # the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being conve1ied into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company's assets.

Cause: The term “Cause” shall mean any of the following:

Business Combination: A merger, consolidation, share exchange or similar form of corporate reorganization of the Company or any Subsidiary that requires the approval of the Company's stockholders, whether for such transaction or the issuance of securities in connection with the transaction or otherwise.

Resignation from the Board of Directors. If you resign from the Company’s Board of Directors (other than by reason of Retirement), all unvested Options shall be forfeited and you (or, in the event of your death, your legal representative) may, within a period of not more than three (3) months after the effective date of such resignation, exercise vested Options.]

Service on the Board of Directors. On the earlier to occur of the date of Early Termination or the Termination Date, Abrams shall tender his resignation as a member of the Company’s Board of Directors, effective as of such date. Such resignation shall be in the form attached hereto as [Exhibit A] (“Resignation”), which Resignation shall be executed and held by counsel for the Company and delivered to the Company effective on the date of Early Termination or the Termination Date, as the case may be (the “Effective Date”).

The board of directors of the Company shall not withdraw, alter, modify, change or revoke # its recommendation to the Stockholders to vote in favor of adoption of this Agreement (the “Board Recommendation”) or # its approval of the Merger; provided, however, that the board of directors of the Company may, at any time prior to receiving the Stockholder Approval, change its Board Recommendation if the board of directors of the Company reasonably concludes in good faith, after receipt of advice from outside legal counsel, that the failure of the board of directors of the Company to change such Board Recommendation would result in a breach of its fiduciary obligations to the Stockholders under applicable Laws.

A change in the composition of Southern’s board of directors whereby individuals who constitute the Incumbent Board cease for any reason to constitute at least a majority of Southern’s board of directors; or