Deferred Compensation. It is intended that any Award under this Plan shall either be exempt from Code Section 409A or shall comply, in form and operation, with Code Section 409A. If a Participant is a “specified employee” as defined under Code Section 409A and the Participant’s Award is to be settled on account of the Participant’s separation from service (for reasons other than death) and such Award constitutes “deferred compensation” as defined under Code Section 409A, then any portion of the Participant’s Award that would otherwise be settled during the six-month period commencing on the Participant’s separation from service shall be settled as soon as practicable following the conclusion of the six-month period (or following the Participant’s death if it occurs during such six-month period). Any Awards that are subject to Code Section 409A shall be interpreted in a manner that complies with Code Section 409A.

Deferred Compensation. “Deferred Compensation” means the amount of the Fees of the Participant deferred pursuant to this Plan.

Deferred Compensation. Further, the Company shall provide an employer contribution to Pennypacker’s deferred compensation account under the Company’s Deferred Compensation Plan for the 2020 plan year in the amount of One Hundred Seventy-Five Thousand Dollars and Zero Cents ($175,000.00). The contribution shall be made by the Company at the same time when it makes contributions to other similar accounts for the 2020 plan year in or about March, 2021.

Deferred Compensation. Effective as of October 28, 2021, no Participant shall be permitted to make any new election to defer compensation as described in Sections 7 and 8 of the Plan. Prior to October 28, 2021, any Participant may elect, in accordance with Section 8 of this Plan, to defer the receipt of a portion of the compensation otherwise payable to him by the Company. The Participant may designate the portion to be deferred, which shall not be less than the minimum, nor more than the maximum, dollar amount or percentage established from time to time by the Global Compensation Department, prior to the calendar year in which the Participant performed the services that entitled him to the compensation being deferred. The Global Compensation Department shall determine any such minimum or maximum separately with respect to each category of compensation potentially to be deferred (e.g., base salary, cash bonus award or other types of compensation).

Deferred Compensation. Employer will provide for the payment of supplemental nonqualified deferred compensation at the discretion of the Board of Directors in an amount within the statutory maximums permitted under Section 457 of the Internal Revenue Code. Benefits shall be payable upon retirement or other termination of employment.

Deferred Compensation. Notwithstanding the forgoing provisions of this Section 6, if the Option constitutes deferred compensation within the meaning of Code Section 409A, no payment or settlement of the Option shall be made pursuant to [Section 4.2(b) or (c)])], unless the Corporate Transaction or the dissolution or liquidation of the Company, as applicable, constitutes a change in ownership of the Company or a substantial portion of its assets within the meaning of Treasury Regulation Section 1.409A-3(i)(5) or (vii), or change in effective control of the Company within the meaning of Treasury Regulation Section 1.409A(3)(i)(5)(vi).

The Committee may grant Awards under the Plan that provide for the deferral of compensation within the meaning of Code Section 409A. It is intended that such Awards comply with the requirements of Code Section 409A so that amounts deferred thereunder are not includible in income and are not subject to an additional tax of twenty percent (20%) at the time the deferred amounts are no longer subject to a substantial risk of forfeiture.

Deferred Compensation. Any compensation previously deferred (other than pursuant to a tax-qualified plan) by or on behalf of the Participant (together with any accrued interest or earnings thereon), whether or not then vested, shall become vested on the Date of Termination and shall be paid in accordance with the terms of the applicable deferred compensation plan, policy or practice under which it was deferred to the extent permitted by Section 409A of the Code.

Deferred Compensation Account. Interest shall be credited on the balance of each participating Director’s Deferred Compensation Account commencing with the date as of which any amount is credited to the Deferred Compensation Account and continuing up to the last day of the quarter preceding the month in which payment of the amounts deferred pursuant to the Plan is made. Such interest shall become a part of the Deferred Compensation Account and shall be paid at the same time or times as the balance of the Deferred Compensation Account. For periods prior to July 1, 2008, such interest for each calendar quarter during the deferral period shall be computed at seventy percent (70%) of the higher of the following averages: # the prime rate charged by the major commercial banks as of the first business day of each calendar month (as reported in an official publication of the Federal Reserve System), or # the average monthly long-term rate of A rated corporate bonds (as published in Moody’s Bond Record). For periods on and after July 1, 2008, interest shall be credited at one-hundred twenty percent (120%) of the long-term applicable federal rate, with quarterly compounding, as published under Section 1274(d) of the Code for the first month of the calendar quarter.

The Company will compensate and pay the President and CEO an annual base salary of eight hundred sixty-five thousand dollars ($865,000) equivalent to seventy two thousand eighty three dollars and thirty three cents ($72,083.33) per month for his services to the Company during the term of this Agreement.

COMPENSATION. Employee’s compensation shall be paid as follows:

Compensation. As compensation for the Services rendered by GSS to the Company pursuant to this Agreement and in addition to the expense allowance set forth in [Section 4] ("Expenses") below, the Company shall pay to GSS as set forth below:

The Company shall issue to GSS and/or its designees 500,001 restricted shares of the Company's common stock, par value $0.0001 (the "Shares"), for aggregate consideration as set forth below: # 150,000 Shares delivered within three (3) business days following the Commencement Date, at a cost of $.01, which shall immediately vest and be deemed fully-paid and non-assessable upon; and # 38,889 Shares delivered on the first (1st) day of every calendar month, at a cost of $.01, starting the fourth (4th) month from the date of execution of this Agreement until the twelfth (12th) month from the date of execution of this Agreement. The foregoing Shares to be issued on a monthly basis shall vest the earlier of: # six (6) months from date the Shares are required to be delivered; or # January 1, 2017, and the Shares shall be deemed fully-paid and non-assessable Shares on the vesting date(s) as defined above. The Parties acknowledge and agree that in the event the Company elects to terminate this Advisory Agreement by timely delivery of the Termination Notice on or before a date three (3) months from the Commencement Date, no monthly installment of 38,889 Shares will be due and payable under this Advisory Agreement.

The Shares shall be issued in the name of GSS and/or certain affiliates/employees of GSS pursuant to written instructions delivered to the Company by GSS with respect to each issuance, commencing with the initial issuance of 150,000 Shares within three (3) business days following the Commencement Date and each subsequent issuance, if any, setting forth the names of and the number of Shares to be issued to the designees who are employees and/or affiliates of GSS. The Company shall deliver to GSS and the Company's transfer agent, legal opinion letters for GSS and for each designee, at the time that the Shares are eligible to be sold pursuant to SEC Rule 144, upon GSS's request. However, the Company will also inform its transfer agent that it can rely on an outside legal opinion provided by GSS at the time the Shares are eligible to be sold pursuant to SEC Rule 144, if GSS and/or its employees/affiliates, decide to provide an outside legal opinion and provided that the form of such outside legal opinion is in a form and substance customary for such SEC Rule 144 legal opinions. It is understood that the total value of GSS's compensation pursuant to the Services rendered under this Agreement will not be recognized and can't be valued until after GSS and its designees receive the proceeds from the sale of all of the Shares. Notwithstanding the foregoing, the Parties acknowledge that the Company, as a public reporting company under the Securities Exchange Act of 1934 (the "Exchange Act") may be required to value the Shares issued to GSS and/or its designees during any quarterly period as compensation expense in the Company's reports filed with the SEC under the Exchange Act.

Compensation. The Company shall pay to Employee, for all services to be performed by Employee an annual base salary (“Base Salary”) at the rate of ​ per fiscal year, or such greater amount as may be authorized by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”), in its sole discretion, upon annual review during the Term of employment, payable in periodic installments in accordance with the Company’s payroll practice in effect from time to time and prorated for any portion of a fiscal year (the Company’s fiscal year currently being the period from June 1 of each year through May 31 of the following year).

Compensation. For each Booking, Expedia will be entitled to the compensation, as set forth on Annex A (the “Compensation”).

Compensation. The Parties acknowledge and agree that the Compensation agreed for any Booking made under this Agreement adequately covers any marketing, IT and all other costs and expenses incurred by Expedia in the ordinary course of its business in relation to its facilitation of such Bookings in accordance with the provisions of this Agreement. The Parties further acknowledge that Expedia will not be required to incur any exceptional and/or additional expenditure relating to procuring any Bookings for any Property’s rooms. The Parties agree that the Compensation payable to Expedia may be increased at Supplier’s discretion whether generally or at the Property level.

Compensation Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of its right to demand such compensation, but Borrowers shall not be required to compensate a Lender or Issuing Bank for any increased costs incurred or reductions suffered more than nine months prior to the date that the Lender or Issuing Bank notifies Borrower Agent of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof)

As compensation for the consulting services described above, Vulcan agrees to pay Consultant $20,000 per month for no more than 60 hours of work per month. In addition, at the time such payments are typically made in 2016, Consultant will receive 3/12s of what a full annual payment would have been for his participation in Vulcan’s Management Incentive Plan in 2015.

Compensation. CEO shall be paid compensation for services as provided in this [Section 3]. All compensation paid under this Agreement will be paid to CEO less necessary deductions and withholdings.

The Consultant shall be paid a fee of ​ per month in arrears, which will be paid without deductions (the Consultant will be responsible for any and all taxes and social security payments and may make his own arrangements for benefits such as short term or long term disability coverage and for insurance for accidents or injuries that might occure during the course of performing the services hereunder). The Consultant shall render an invoice for the fee owing at the end of a month which will be accompanied by a summary work report duly approved by the Chairman. The Corporation shall pay the amount of such invoice within 5 business days of receipt.