Acknowledgements. You acknowledge and agree that, in connection with your responsibilities as an employee and senior executive at the Company, you have or will have, among other things, access to confidential information and/or developed relationships and connections (whether with clients, customers, suppliers and/or employees) at the expense of ​ that would provide an unfair competitive advantage if you left the Company and thereafter provided services to a competitor of ​. You therefore agree that the post-employment restrictions contained in this Agreement: # are reasonably tailored to protect ​'s legitimate business interests in light of your position and duties within the Company, the unique and valuable resources that ​ invests in your training, and the fact that the value of the Award is calculated to include special consideration for the undertakings in this Agreement; # do not unfairly or unreasonably prohibit you from seeking and obtaining employment opportunities following employment with ​ and you intend that the post-employment restraints contained in this Agreement operate to the maximum extent; and # are a material condition of being granted the Award.

Acknowledgements. Each of Tthe Company and the Subsidiary Borrowers hereby acknowledges that:

Acknowledgements. The Company and Participant agree that the RSUs are granted under and governed by the Notice, the Plan and this Agreement, which incorporates the Plan and the Notice by reference. Participants acknowledges having received copies of and carefully read the Plan, the Plan prospectus, the Notice and this Agreement, and confirms Participant fully understands all provisions of such documents. Participant has had an opportunity to obtain the advice of counsel prior to executing the Notice, and hereby accepts the RSUs subject to all of the terms and conditions set forth in the Notice, this Agreement and the Plan.

Acknowledgements. Borrower acknowledges that, as of the date hereof and on and after giving effect to this Amendment, there are no Defaults or Events of Default that have occurred and which are continuing under the Loan Agreement. Borrower further acknowledges that any breach of this Amendment constitutes an Event of Default under the Loan Agreement.

Acknowledgements. The Participant acknowledges and agrees that employment with the Corporation or any Affiliate affords the Participant unique opportunities for professional and personal development; that the services rendered by the Participant to the Corporation or any Affiliate are of a special and unique character; that the Participant will obtain knowledge and skill relevant to the Corporation's industry, methods of doing business, and strategies by virtue of the Participant's employment; that the Participant may be able to utilize such knowledge to the detriment of the Corporation and its Affiliates; and that the terms and conditions of this Section 19 are reasonable under the circumstances. The Participant further acknowledges that the Participant will not be subject to undue hardship by reason of the Participant's full compliance with the terms and conditions of this Section 19 or the Corporation's or its Affiliate’s enforcement thereof.

Acknowledgements. Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof (and has had an opportunity to consult counsel regarding the terms and conditions of this Award of Restricted Stock Units), and hereby accepts this Award of Restricted Stock Units and agrees to be bound by its contractual terms as set forth herein and in the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Administrator regarding any questions relating to this Award of Restricted Stock Units, this Agreement, and the Plan.

Acknowledgements. The Executive acknowledges that he has been given at least twenty-one (21) days to consider this Agreement and the Additional Release, and that the Company is hereby advising the Executive to consult with an attorney of his own choosing prior to signing this Agreement and the Additional Release. The Executive understands that he may revoke this Agreement and the Additional Release for a period of seven (7) days after he signs each respective agreement, and that neither agreement shall be effective or enforceable until the expiration of each respective seven (7) day revocation period. The Executive understands and agrees that by entering into this Agreement and the Additional Release he is waiving any and all rights or claims he might have under The Age Discrimination in Employment Act, as amended by The Older Workers Benefit Protection Act, and that the Executive has received consideration beyond that to which he was previously entitled. The Executive further understands and agrees that he will not be entitled to receive the Benefits if he fails to execute or revokes the Additional Release.

I am not waiving any rights or claims under the Age Discrimination in Employment Act of 1967, as amended, that may arise after this Release is signed by me, or any rights or claims to test the knowing and voluntary nature of this Release under the Older Workers’ Benefit Protection Act, as amended;

Date: 1

Acknowledgements by Executive. In signing this Agreement, Executive acknowledges: