With respect to the Registration Statement and whenever any Registrable Securities are to be registered pursuant to [Section 2] including on any New Registration Statement, the Company shall use its reasonable best efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:

Related Rights. To the extent that Consultant owns or controls (presently or in the future) any patent rights, copyright rights, mask work rights, trade secret rights, or any other intellectual property or proprietary rights that may block or interfere with, or may otherwise be required for, the exercise by Company of the rights assigned to Company under this Agreement (collectively, “Related Rights”), Consultant hereby grants or will cause to be granted to Company a non-exclusive, royalty-free, irrevocable, perpetual, transferable, worldwide license (with the right to sublicense) to make, have made, use, offer to sell, sell, import, copy, modify, create derivative works based upon, distribute, sublicense, display, perform and transmit any products, software, hardware, methods or materials of any kind that are covered by such Related Rights, to the extent necessary to enable Company to exercise all of the rights assigned to Company under this Agreement.

Adjustment of Number of Awarded Units and Related Matters. The number of shares of Common Stock covered by the Awarded Units shall be subject to adjustment in accordance with Articles 11-13 of the Plan.

Acquisition Assistance. The Company agrees that Aspen shall be paid ​ in cash as compensation for assisting with all matters other than the Financing that are related to closing the Acquisition ("Acquisition Compensation") within twenty (20) business days of the date on which the Company consummates the Acquisition, or such other mutually agreed upon timeframe.

The Bank shall pay to the Executive an annual base salary of ​ payable in equal semi-monthly installments or at such other intervals as shall be agreed upon by the parties. This compensation shall be subject to any required or authorized deductions. The Executive's annual base salary may be adjusted from time to time in accordance with the normal business practices of the Bank, as determined by the President / CEO and, if so adjusted, the obligation of the Bank hereunder to pay the Executive's annual base salary shall thereafter relate to such adjusted annual base salary. Compensation of the Executive by annual base salary payments shall not prevent the Executive from participating in any other compensation or benefit plan of the Bank in which the Executive is entitled to participate, and participation in any such other compensation or benefit plan shall not in any way limit or reduce the obligation of the Bank to pay the Executive's annual base salary hereunder.

Compensation. The Escrow Agent shall be entitled, for the duties to be performed by it hereunder, to a fee of ​, which fee shall be paid upon execution of this Agreement by the Company. In addition, the Company shall be obligated to reimburse Escrow Agent for all fees, costs and expenses incurred or that become due in connection with this Agreement or the Escrow Account, including reasonable attorneys’ fees. Neither the modification, cancellation, termination or rescission of this Agreement nor the resignation or termination of the Escrow Agent shall affect the right of the Escrow Agent to retain the amount of any fee which has been paid, or to be reimbursed or paid any amount which has been incurred or becomes due, prior to the effective date of any such modification, cancellation, termination, resignation or rescission. To the extent the Escrow Agent has incurred any such expenses, or any such fee becomes due, prior to any disbursements hereunder, the Escrow Agent shall advise the Transaction Parties that the Escrow Agent shall retain the funds from such disbursement and shall thereafter have the right to retain such funds.

COMPENSATION. Employer shall pay Employee, as full compensation for services rendered to Employer as a regular employee in any capacity an annual base salary of ​ plus inclusion in the Company’s healthcare plan for Employee and sp9use (including medical, dental and vision). In addition, Employer will pay Employee a monthly bonus based upon the following criteria:

Compensation. For purposes of determining Carmon’s Compensation under the Plan, the bonus of ​ paid to him in January of 2013, and the bonus of ​ paid to him in January of 2014 shall be treated as bonuses paid pursuant to the Packaging Corporation of America Executive Incentive Compensation Plan. Therefore, they will be included in the calculation of his benefit from this Plan.

Compensation. Compensation for purposes of determining the "Automatic Deferral Percentage" has the same meaning as

Compensation. Borrower agrees to compensate Lender, upon its written request (which request shall set forth in reasonable detail the basis for requesting such compensation), for all losses, liabilities and reasonable expenses (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by Lender to fund the Loans but excluding loss of anticipated profits) which Lender may sustain: # if for any reason (other than as a result of a default by Lender) a Borrowing of Revolving Loan or Delayed Draw-Down Term Loan does not occur on a date specified therefor in a Notice of Borrowing; # if any prepayment or repayment (including any prepayment or repayment made pursuant to [Section 4.01], [Section 4.02] or as a result of an acceleration of the Loans pursuant to [Section 10]) occurs on a date which is not the last day of a LIBOR interest period with respect thereto; or # Borrower fails to repay any Loan when required by the terms of this Agreement or any Note held by Lender. Lender’s determination of compensation owing to it under this [Section 1.08] shall, absent manifest error, be final and conclusive and binding on all the parties hereto.