Conditional Severance. Severance benefits paid in excess of Base Severance is referred to as Conditional Severance. The Company will provide one week of Pay, inclusive of Base Severance, for each completed full Year of Service (and one additional half week of Pay if an Employee, in addition to completed full Years of Service, also has completed at least 6 months, but less than 12 months of service in an only partially completed year), if the Participant’s service exceeds three years and the Employee signs a separation agreement prepared by the Company containing a waiver and release of claims. If the Employee signs a separation agreement prepared by the Company containing a waiver and release of claims, the minimum severance benefit payable inclusive of Base and Conditional Severance shall be three (3) weeks of Pay, if the Participant’s service is three years or less. For Employees below compensation Band I, severance benefits, including Base Severance, are capped at thirty-nine (39) weeks.

Additional Conditional Severance. In addition, the Company reserves the right to pay additional amounts to Employees, but the Company may exercise its discretion to pay no additional amount at all. In order to receive Additional Conditional Severance, the Employee is required to sign a separation agreement prepared by the Company containing a waiver and release of claims.

Solely with respect to ​ unit prices made during the new ​ pricing schedule listed above in section 2.1 the Parties have agreed to the conditional ​ payment structure. An ​ payment of ​ will be made by ​ to ​ on each ​ unit: ​ For clarity, while the intent is to ensure ​ receives payment within ​ of the shipment of the ​ ​ where applicable, nothing is construed to make an objectively reasonable delay in payment of the ​ payment a material breach.

Conditional Sign-On Bonus. GMPW agrees to pay Candidate a one-time Conditional Sign-On Bonus of 10 million shares of its common stocks (“Bonus”), subject to all required taxes and withholdings, to be paid effective immediately or upon the date on which GMPW amends its articles of incorporation to increase the number of authorized shares of Common Stock to a number of shares sufficient to permit the payment within thirty (30) days following Officer’s first day of work for GMPW (“Start Date”). The Parties agree that the Bonus is an unvested wage advance upon receipt that Candidate will earn in its entirety by remaining employed by GMPW for 12 months following the Start Date.

Exercise. Options and SARs shall be exercisable in accordance with such terms and conditions and during such periods as may be established by the Committee.

Exercise. Tenant shall exercise an Extension Option, if at all, by giving Landlord unconditional, irrevocable written notice of such election not earlier than 450 days and not later than 360 days prior to the Expiration Date (as the same may have been extended), the time of such exercise being of the essence (the “Exercise Period”). Subject to the provisions of this Paragraph 3.3, upon the giving of such notice, this Lease and the Term shall be extended without execution or delivery of any other or further documents, with the same force and effect as if the applicable Extension Term had originally been included in the Term.

Exercise. Options may be exercised by giving written notice of the exercise to the Company, stating the Option being exercised and the number of shares the Participant has elected to purchase under the Option.

Exercise. Stock Options shall be exercisable at such time or times, in one or more installments, and subject to such terms and conditions as shall be determined by the Committee at or after grant.

Exercise. Each Option shall become and be exercisable at such time or times and during such period or periods, in full or in such installments as may be determined by the Board at the Option Date. In addition, if permitted by the Board or the terms of the Option Grant Certificate evidencing such Stock Option, Participants may elect to pay the purchase price of shares of Stock purchased upon the exercise of Incentive Stock Options in cash or through delivery at the time of such exercise of shares of Stock (valued at Fair Market Value as of the date of exercise) already owned by the Participant, or any combination thereof, equivalent to the purchase price of such Incentive Stock Options. A Participant’s payment of the purchase price in connection with the exercise of an Incentive Stock Option through delivery of share of Stock (“ISO Stock”) that were acquired through the exercise of an Incentive Stock Option and that have not been held for more than one year will be considered a disposition (within the meaning of Code Section 422(c)) of ISO Stock, resulting in the disqualification of the ISO Stock from treatment as an Incentive Stock Option under Code Section 422, and the Participant’s recognition of ordinary income. Participants should consult with their tax advisors prior to electing to exercise an Incentive Stock Option by this method.

Exercise. A Stock Appreciation Right shall entitle the holder of a Stock Option to receive, upon the exercise of the Stock Appreciation Right, shares of Stock (valued at their Fair Market Value at the time of exercise), cash or a combination thereof, in the discretion of the Board, in an amount equal in value to the excess of the Fair Market Value of the shares of Stock subject to the Stock Appreciation Right as of the date of such exercise over the purchase price of the Stock Appreciation Right, as shall be prescribed by the Board in its sole discretion and as shall be contained in the Participant’s Award Agreement. If granted in tandem with an option, the exercise of a Stock Appreciation Right will result in the surrender of the related Incentive Stock Option or Non-Qualified Stock Option and, unless otherwise provided by the Board in its sole discretion, the exercise of a Stock Option will result in the surrender of a related Stock Appreciation Right, if any.

Exercise. An Option and an SAR shall be exercisable in accordance with such terms and conditions and during such periods as may be established by the Committee.

Exercise. Provided that no monetary or material non-monetary Event of Default has occurred and is continuing at the time of exercise of an Extension Option (defined below), and Tenant has not assigned this Lease (except to a Permitted Transferee or an Affiliate, as permitted by Article VII) either at the time of exercise or at the commencement of the applicable Extension Period, (defined below), Tenant shall have two (2) options (each, an “Extension Option”) to extend the Term of this Lease, each for an additional five (5) year period (each, an “Extension Period”) after the expiration of the initial Term, or the initial Extension Period, as applicable. Tenant may extend the Term for the entire Premises only. Each Extension Option shall be exercisable only by written notice given by Tenant to Landlord (the “Extension Election Notice”) not later than twenty-four (24) months, nor earlier than thirty-sixth (36th) months, prior to the expiration of the initial Term or the first Extension Period, as applicable. In the event that Tenant does not timely exercise an Extension Option, then such Extension Option (and the second Extension Option, if applicable) shall be null and void and of no further force or effect, time being of the essence in the exercise of each Extension Option and it being acknowledged and agreed by Tenant that Landlord shall be entitled to rely on any failure by Tenant to give written notice of its exercise of its Extension Option by the date set forth herein for such exercise thereof.

Exercise. The Option Holder (or in the case of the death of the Option Holder, the designated legal representative or heir of the Option Holder) may exercise the NQSOs during the Exercise Period by giving written notice to the ​ in the form required by the Committee (“Exercise Notice”). The Exercise Notice must specify the number of Shares to be purchased, which shall be at least 100 unless fewer shares remain unexercised. The exercise date is the date the Exercise Notice is received by the Company. The Exercise Period commences on the Vesting Date and expires at 5:00 p.m., Pacific Time, on the date 10 years after the Grant Date, such later time and date being hereinafter referred to as the “Expiration Date,” subject to earlier expiration in the event of a termination of Service as provided in Section 5. Any NQSOs not exercised as of the close of business on the last day of the Exercise Period shall be cancelled without consideration at that time.

Exercise. This Option may be exercised in whole or in part for the number of Option Shares specified (which in all cases must be at least the lesser of two-hundred and fifty (250) or the total number of shares outstanding under this Option) in a verbal notice that is delivered to the Company or its designated agent and is accompanied by full payment of the Exercise Price for such number of specified Option Shares in cash. Subject to Section 1 above, this Option will be considered exercised on the date on which # your verbal notice of exercise and your payment of the Exercise price, have both been received by the Company and # any condition to exercise, as described herein, has be satisfied.

Purchase of Material Under Conditional Sale Contract. ​ shall not permit any materials, equipment, fixtures or any other part of the Improvements to be purchased or installed under any security agreement or other arrangements wherein the seller reserves or purports to reserve the right to remove or to repossess any such items or to consider them personal property after their incorporation in the Improvements, unless authorized by ​ in writing and in advance.

Cashless Exercise. If at any time after the six month anniversary of the date of the Loan Agreement, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing ​ by (A), where:

Exercise Price. Each Stock Option Award Agreement shall specify the Exercise Price. The Exercise Price of an ISO shall not be less than 100% of the Fair Market Value of a Share on the date of grant, except as otherwise provided in Section 4(b), and the Exercise Price of an NSO shall not be less than 100% of the Fair Market Value of a Share on the date of grant. Notwithstanding the foregoing, Options may be granted with an Exercise Price of less than 100% of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code. Subject to the foregoing in this Section 7(c), the Exercise Price under any Option shall be determined by the Committee in its sole discretion. The Exercise Price shall be payable in one of the forms described in Section 8.

Cashless Exercise. To the extent that a Stock Option Award Agreement so provides, payment may be made all or in part by delivery (on a form prescribed by the Committee) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price.