Code. Any terms used in this Agreement that are defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein; provided, that to the extent that the Code is used to define any term herein and such term is defined differently in different Articles of the Code, the definition of such term contained in [Article 9] of the Code shall govern.

Code. The Internal Revenue Code of 1954, as amended.

Code. The term "Code" means the Internal Revenue Code of 1986, as amended. A reference to any provision of the Code shall include reference to any successor provision of the Code.

Code. "Code" means the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

Code Section 409A. The term “Code Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and all Treasury Regulations and guidance promulgated thereunder.

To the extent applicable to the performance of Ovid’s obligations under this Agreement and consistent with the laws of the U.S., Ovid warrants to adhere to the principles of Lundbeck’s Code of Conduct as stated on the following website;

To the extent applicable, it is intended that this Agreement and any payment made hereunder shall comply with the requirements of section 409A of the Code or any exemption or exclusion therefrom, and any related regulations or other guidance promulgated with respect to such section by the Internal Revenue Service ("Code section 409A") and shall in all respects be administered in accordance with Code section 409A. Any provision that would cause this Agreement or any payment hereof to fail to satisfy Code section 409A shall have no force or effect until amended to comply with Code section 409A in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, which amendment may be retroactive to the extent permitted by Code section 409A. Notwithstanding anything in this Agreement to the contrary, to the extent that any amount or benefit that would constitute "nonqualified deferred compensation" under Code section 409A would otherwise be payable or distributable hereunder by reason of the Employee's termination of employment, such amount or benefit will not be payable or distributable to the Executive by reason of such circumstance unless # the circumstances giving rise to such termination of employment meet any description or definition of "separation from service" in Code section 409A or # the payment or distribution of such amount or benefit would be exempt from the application of Code section 409A by reason of the short-term deferral exemption or otherwise. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Code section 409A-compliant "separation from service."

Notwithstanding any provision of this Policy to the contrary, the time and form of any payment described in this Policy shall be made in accordance with the applicable Section of the Policy (including expense reimbursements), provided that with respect to termination or resignation of employment for reasons other than death, the payment or benefit at such time can be characterized as a “short-term deferral” for purposes of Code Section 409A or as otherwise exempt from the provisions of Code Section 409A, or if any portion of the payment cannot be so characterized, and the Eligible Executive is a “specified employee” under Code Section 409A, such portion of the payment shall be delayed until the earlier to occur of the Eligible Executive’s death or the date that is six (6) months and one (1) day following the Eligible Executive’s termination or resignation of employment (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant to this [Section 10] shall be paid or reimbursed to the Eligible Executive in a lump sum, and any remaining payments shall be payable at the same time and in the same form as such amounts would have been paid in accordance with the applicable Section of the Policy. For purposes of the Policy, the terms “terminated,” “termination from employment,” “resigns for Good Reason,” “termination or resignation of employment” and variations thereof, as used in this Policy, are intended to mean a termination of employment that constitutes a “separation from service” under Code Section 409A.

Code of Conduct. Scio Diamond has adopted a Code of Conduct to provide guidelines for the ethical conduct by directors, officers and employees. The Code of Conduct is posted on Scio Diamond’s website.

Code Section 409A. It is intended that # all Awards of Options, SARs and Restricted Stock under the Plan will not provide for the deferral of compensation within the meaning of Code Section 409A and thereby be exempt from Code Section 409A, and # all other Awards under the Plan will either not provide for the deferral of compensation within the meaning of Code Section 409A, or will comply with the requirements of Code Section 409A, and Awards shall be structured and the Plan administered and interpreted in accordance with this intent. The Plan and any Agreement may be unilaterally amended by the Company in any manner deemed necessary or advisable by the Committee or Board in order to maintain such exemption from or compliance with Code Section 409A, and any such amendment shall conclusively be presumed to be necessary to comply with applicable law. Notwithstanding anything to the contrary in the Plan or any Agreement, with respect to any Award that constitutes a deferral of compensation subject to Code Section 409A:

Code Section 409(A). All severance benefits provided under the Plan are intended to satisfy the requirements for an exemption from application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “[Section 409A]”) to the maximum extent that an exemption is available and any ambiguities herein shall be interpreted accordingly.

Subject to Code Amendments. The foregoing limitations are designed to comply with the requirements of Section 422 of the Code and shall be automatically amended or modified to comply with amendments or modifications to Section 422 of the Code. Any ISO which fails to comply with Section 422 of the Code is automatically treated as an NQSO appropriately granted under this Plan provided it otherwise meets the Plan’s requirements for NQSOs.

Section 409A of the Code. The award of Units as provided in this Agreement and any issuance of Shares pursuant to this Agreement are intended to be exempt from Section 409A of the Code under the short-term deferral specified in Treas. Reg. § 1.409A-l(b)(4).

Compliance with Code Section 409A. All payments under the Plan are intended to be paid within the 2-1/2-month short-term deferral period set forth in Treasury Regulation 1.409A-1(b) and, therefore, all payments under the Plan shall be exempt from Code Section 409A of the Internal Revenue Code of 1986, as amended. The Plan shall be interpreted and administered in accordance with such intent at all times. If an unintentional operational failure occurs with respect to Code Section 409A, any affected Participant or beneficiary shall fully cooperate with the Company to correct the failure to the extent possible in accordance with any correction procedure established by the U.S. Department of the Treasury. If a Participant is a “specified employee” (as such term is defined for purposes of Code Section 409A) at the time of his or her separation from service, no amount that is subject to Code Section 409A and that becomes payable by reason of such separation from service shall be paid to the Participant before the earlier of # the expiration of the six (6) month period measured from the date of the Participant’s separation from service, and # the date of the Participant’s death. A separation from service shall be deemed to occur only if it is a “separation from service” within the meaning of [Section 409A].