Covered Employees. Notwithstanding any other provision of the Plan, if the Committee determines at the time a Restricted Stock Award, a Restricted Stock Unit Award, a Performance Award or an Other Share-Based Award is granted to a Participant who is, or is likely to be, as of the end of the tax year in which the Company would claim a tax deduction in connection with such Award, a Covered Employee, then the Committee may provide that this [Article 10] is applicable to such Award.

Covered Employees. Notwithstanding any other provision of the Plan, if the Committee determines at the time an Award is granted to a Participant who is, or is likely to be, as of the end of the tax year in which the Company would claim a tax deduction in connection with such Award, a Covered Employee, then the Committee may provide that this Article 7 is applicable to such Award.

Escalation to Executives. The Parties shall attempt in good faith to initially resolve any Dispute by negotiation between Kaufmann for Licensor and the Chief Executive Officer for Commercializing Party (the “Executives”). Within ten (10) Business Days after a Dispute Notice provided to a Party in accordance with Section 10.1, the Executives shall meet in person, or by teleconference, at a mutually agreeable time and place, and thereafter as often as they reasonably deem necessary, to attempt in good faith to resolve the Dispute. If the Executives are unable to resolve such Dispute within thirty (30) days after the Dispute Notice, then either Party may submit the Dispute for resolution by binding arbitration in accordance with Section 10.3.

Section #-13-02 of the North Dakota Century Code states as follows:

Section #-7-11 of the South Dakota Codified Laws states as follows:

Payment to Executives. In the event of a Change of Control, within 60 days of the date the Change of Control occurs, Executive shall be paid by the Company or its successor in interest a lump sum cash payment equal to the sum of Executive’s annual six month’s Base Compensation Cash Salary.

From time to time, the Administrator may select certain key executives of the Company (the “Covered Executives”) to be eligible to receive bonuses hereunder.

The term “Covered Executives” means each of Employer’s employees listed on [Schedule 2] attached hereto.

Non-Covered Employees. The performance objectives for Participants who are not Covered Employees may be based on [Section 162(m)] Criteria or on criteria different from or supplemental to the [Section 162(m)] Criteria.

Non-Solicitation of Executives. During Executive’s employment and for a period of twelve (12) months after the termination of Executive’s employment for any reason, Executive shall not (other than in furtherance of Executive’s legitimate job duties on behalf of Company), directly or indirectly, on Executive’s own behalf or for any other Person: # solicit for employment, hire or engage, or attempt to solicit for employment, hire or engage, any person who is or was employed by the Company within the six (6) month period prior to the solicitation or hire, or # otherwise interfere with the employment relationship between any such person and the Company Group. Notwithstanding the foregoing, nothing in this Agreement shall restrict general advertisements and general solicitations not directed specifically at persons employed by the Company Group.