Long-term Consideration for Award. The Participant recognizes and agrees that the Company’s key consideration in granting this Award is securing the long-term commitment of the Participant to serve as a ​ [include job title or description of the Participant] who will advance and promote the business interests and objectives of the Company and/or its Affiliates (the “Company Group”). Accordingly, the Participant agrees that this Award shall be subject to the terms and conditions set forth in Section 26 of the Plan (relating to the termination, rescission, and recapture if you violate certain commitments made therein to the Company Group), as well as to the following terms and conditions as material and indivisible consideration for this Award:

In consideration for the sale and transfer of the Seller’s Assets, and subject to the terms and conditions of this Agreement, Buyer shall on the Closing Date:

Acknowledgement and Agreement Regarding Consideration. You acknowledge and agree that the following amounts constitute good and valuable consideration for purposes of this Agreement (including for your obligations as specified in this Agreement), and will be paid and/or provided to you, in each case less applicable withholding taxes. For the avoidance of doubt, these amounts are in addition to the amounts you will receive, by the Company’s next regular payday following the Retirement Date, for all wages and unused vacation time accrued through the Retirement Date, as well as all expense reimbursements due to you through such date and any amounts or benefits to which you are entitled, in all cases under the terms of the benefit plans or other policies then-sponsored by the Company in accordance with their terms (and not accelerated to the extent acceleration does not satisfy [Section 409A] (as defined below)).

No Cash Consideration for Awards. Awards may be granted for no cash consideration or for such minimal cash consideration as may be required by applicable law.

Consideration for the Repurchase Shares. In full consideration for the Repurchase Shares, the Company hereby cancels, forgives and releases Stockholder from all obligations for repayment of the Cancelled Debt as of the Effective Date.

Consideration at the Initial Closing. Subject to the terms and conditions hereof, at the Initial Closing in consideration to the Proprietary Information the Purchaser shall issue, allot and deliver to Seller, and Seller shall purchase and receive from the Purchaser, the Initial Closing Shares.

ADEA Release Requirements Satisfied: I acknowledge and agree that this Release satisfies all applicable legal requirements to validly release any claims (including without limitation claims arising under the Age Discrimination in Employment Act, as amended). These requirements are that # I voluntarily entered into this Release with full knowledge of its terms (i.e., free from fraud, duress, coercion or mistake of fact); # this Release is in writing and fully comprehensible and understandable to me; # this Release explicitly waives only current ADEA claims; # this Release does not waive future ADEA claims; # the payments made by the Corporation pursuant to [Sections 4.1(a) through (f)] in the Change in Control Agreement dated ​ constitute monies to which I would not be entitled in the absence of my entering into this Release; # the Corporation advised me in writing to consult an attorney prior to entering into this Release; # the Corporation provided me with at least twenty-one (21) days in which to decide whether to enter into this Release; and # the Corporation provided me with at least seven (7) days within which to revoke this Release after signing it.

Time for Consideration of Offer. Employee acknowledges that the Company provided Employee with this Agreement on or before November 9, 2015, and that the offer provided Employee with a period of twenty-one (21) days from the date of receipt to consider the offer and this Agreement (the "consideration period"). In order to be eligible for continued employment and the severance benefits offered under this Agreement, Employee must execute and return this Agreement within the consideration period, not revoke it, and agree to and reaffirm this Agreement on the last date of employment, December 18, 2015. After Employee executes this Agreement, Employee has a period of seven (7) days in which Employee may revoke this Agreement in writing delivered to Tracey Jerijervi, Vice President of Human Resources or her designee and void Employee’s release of claims. In the event Employee has not signed and reaffirmed this Agreement by December 18, 2015, or if Employee timely revokes it, this offer will expire and Employee will not be entitled to the Separation Pay offered under this Agreement. If Employee reaffirms this Agreement on December 18, 2015, it will become effective and irrevocable on the day Employee reaffirms it (the “Effective Date”) and only then will Employee be entitled to the Separation Pay and severance benefits offered herein.

Delivery of Per Share Merger Consideration. Upon receipt by the Exchange Agent of a validly executed and delivered Letter of Transmittal, together with the share certificate(s) evidencing the Company Common Stock, and/or Company Preferred Stock, as applicable, or evidence that such securities have been transferred by book entry transfer to an account established by the Exchange Agent, the Exchange Agent shall issue to the applicable Company Stockholder (or its designee) the Per Share Merger Consideration to which such Company Stockholder is entitled under Section 1.3(b).

Section #4Title to Consideration Shares. The Purchaser is the sole record and beneficial owner of the Consideration Shares and has good and marketable title to the Consideration Shares, free and clear of all Encumbrances. Upon Closing, the Seller shall be the lawful record and beneficial owner of the Consideration Shares, free and clear of all Encumbrances.