Continued Performance. Service Provider will continue performing its obligations while a dispute is being resolved except to the extent the issue in dispute precludes performance (disputes regarding the Service Fee will not be

Continued Employment. Abrams’ employment with the Company shall continue until ​ (the “Termination Date”) at Abrams’ current annual salary, provided, however, the parties agree and acknowledge that Abrams’ employment with the Company may be terminated by either Party at any time after the date hereof, with or without notice, with or without cause (“Early Termination”). The Parties agree and acknowledge that in the event of Early Termination, Abrams shall only be entitled to the benefits specifically set forth in this Agreement.

Continued Compliance. The receipt of any severance payments or benefits pursuant to [Section 5] shall be subject ​ Executive not materially violating any of the provisions set forth in the Confidentiality and Non-Competition Agreement. In the event the Executive breaches any of the provisions set forth in the Confidentiality and Non-Competition Agreement, in addition to all other legal and equitable remedies, the Company shall have the right to terminate or suspend all continuing payments and benefits to which the Executive may otherwise be entitled pursuant to [Section 5] without affecting the Executive’s release or the Executive’s obligations under the Separation Agreement and Release.

Continued Effect. Except to the extent amended hereby, all terms, provisions and conditions of the Credit Agreement and the other Loan Documents, and all documents executed in connection therewith, shall continue in full force and effect and shall remain enforceable and binding in accordance with their respective terms. This Amendment shall constitute a Loan Document.

Continued Vesting. Subject to the approval of the Compensation Committee of the Board of Directors of ​ to amend your option grant notices/agreements referenced below, and your compliance with the terms of this Agreement, you will continue to vest in all options under the ​ 2009 Stock Incentive Plan and the ​ 1999 Stock Option Plan awarded to you pursuant to the grant notices/agreements dated ​, ​, ​, ​ and ​, on each applicable vesting date set forth in the grant notices/agreements as if you continued in employment with the Company and the exercise period of each such option as well as previously vested options under the aforementioned option grants and the ​ and ​ option grants shall be extended for the remainder of the duration of, but not beyond, the original option term of each option. Notwithstanding the foregoing, the option term could be shortened in the event of a transaction that requires the option term to be shortened, and in that event, your options would be treated similar to those of the then existing management. You understand that any option that is so amended pursuant to the terms of this section shall cease to be treated for tax purposes as an incentive stock option. You also understand that the aforementioned continued vesting and extension of the option exercise period is contingent on your having met your obligations under this Agreement.

Continued Effectiveness. This Assignment shall be binding upon Assignor and its successors and assigns and shall inure to the benefit of the Collateral Agent and each Purchaser and each of their respective successors and assigns.

Continued Service. Nothing in this Agreement shall confer upon any Outside Director any right to remain a member of the Board or in any way limit the right of the Board or Stockholders to terminate or fail to denominate or reelect an Outside Director as a member of the Board.

Continued Effect. Except as set forth herein, the Plan shall be unchanged and shall remain in full force and effect.

Performance. The Company and HoldCo shall have performed, satisfied and complied with in all material aspects all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company or HoldCo on or before the Closing Date. The Share Exchange pursuant to [Section 1.1] shall have been completed. All of the stockholders of HoldCo shall have surrendered to HoldCo all of their certificates evidencing their ownership interests in HoldCo and Company (or an affidavit and bond in form and content satisfactory to Buyer if a certificate has been lost or destroyed) at or before Closing.

subject to Employee’s continued service as of the achievement of each of the performance conditions; and

“Performance-Based Awards” means any Eligible Equity Award that is subject to performance-based vesting (whether or not also subject to vesting based on continued service) and for which achievement of the performance metrics has not been determined as of the Retirement Date.

For the 2016 performance period, paid out in ​, you will be guaranteed a minimum of ​ subject to your continued employment.

“Performance Grant Period” means the total period with respect to which a Performance Grant is awarded and if earned is not payable until after such period is completed, including any period of continued service required after the achievement of applicable performance goals for any Plan Year within the Performance Grant Period.

Subject to your continued employment through the end of the Performance Period, any Shares earned hereunder will be issued after the end of the Performance Period following the Committee’s certification of performance results, authorization of any Share issuance, and considerations of other appropriate factors as the Committee may determine.

the Performance Bonus, if any, not yet paid for any fiscal year ending prior to the date of termination of ​' employment, payable as and when such Performance Bonus would have been paid had ​' employment continued;

Performance Periods. Each performance period for purposes of the Plan shall have a duration of one calendar year, commencing on January 1 and ending on the immediately following December 31 (“Performance Period”).

Performance Targets. On or before the 90th day of each Performance Period, the Committee shall establish in writing one or more performance targets (“Performance Targets”) for the Performance Period. The Performance Targets shall in all instances be determined on the basis of one or more of the following performance criteria, either individually, alternatively or in any combination, and applied either to the Company as a whole or to a subsidiary, division, affiliate, business segment or unit thereof: # earnings before interest, taxes, depreciation and amortization, # cash flow, # earnings per share, # operating earnings, # return on equity, # return on investment, return on shareholders’ equity, return on capital employed, return on invested cash, # total shareholder return or internal total shareholder return, # net earnings, # sales or revenue, # expense targets, # targets with respect to the value of common stock, # margins, # pre-tax or after-tax net income, # market penetration, # geographic goals, # business expansion goals, # goals based on operational efficiency, or # such other business or other performance criteria determined appropriate by the Committee.

Specific Performance. It is acknowledged by both parties that damages will be an inadequate remedy to Employer in the event that Employee breaches or threatens to breach his commitments under [Section 3] or under the Invention and Trade Secret Agreement. Therefore, it is agreed that Employer may institute and maintain an action or proceeding to compel the specific performance of the promises of Employee contained herein and therein. Such remedy shall, however, be cumulative, and not exclusive, to any other remedy, which Employer may have.

Performance Standards. Provider shall perform, and shall cause Provider’s Personnel to perform, all of its obligations under this Agreement: # in strict accordance with the terms of this Agreement and the applicable SOW, including all amendments, work orders and other related documents; and # in a professional, commercially diligent basis, in accordance with the generally accepted industry and professional standards, procedures and practices.