Employment and Service. The issuance of an Award shall not confer upon a Participant any right with respect to continued employment or service with the Company or any Affiliate, or the right to continue as a Director. Unless determined otherwise by the Administrator, for purposes of the Plan and all Awards, the following rules shall apply:

Termination of Employment or Service. (a) Upon termination of the Participant’s employment prior to the vesting dates set forth in Paragraph 2 above due to death, voluntary retirement as defined in the Plan (so long as such retirement is at least 6 months after the date of this Grant), or disability, as defined any employment agreement between the Company and Participant or, if none, as defined in the Plan, the shares of Common Stock covered by the Grant shall vest on the date of termination, and accrued dividends on said stock through the date of termination shall be paid.

Termination of Employment or Service. Except as otherwise set forth in Section 2(d), in the event that the Grantee’s employment with or service to the Company and all Subsidiaries is terminated prior to the lapsing of restrictions with respect to any portion of any Restricted Shares granted hereunder, or the vesting of any Additional Opportunity granted hereunder, such Restricted Shares then subject to restriction or unvested portions of the Additional Opportunity, as applicable, that are held by the Grantee shall be immediately forfeited as of the date of such cessation of employment or service.

Termination of Employment or Service. Treatment of an Option upon termination of employment of a Participant shall be provided for by the Administrator in the Award Agreement.

Termination of Employment or Service. Treatment of a Stock Appreciation Right upon termination of employment of a Participant shall be provided for by the Administrator in the Award Agreement.

No Employment or Service Contract. Nothing in this Agreement or in the Plan shall confer upon the Grantee any right to continue in the employ of the Company or any Subsidiary for any period of specific duration or interfere with or restrict in any way the right of the Company or any Subsidiary, which is hereby expressly reserved, to remove, terminate or discharge the Grantee at any time for any reason whatsoever, with or without Cause and with or without advance notice.

. Except as may be provided under Section 2(b)(ii), upon termination of employment or service for any reason, Employee shall immediately forfeit all Performance-Based Restricted Stock Units that have not vested on or prior to the date of such termination, without the payment of any consideration or further consideration by the Company. In addition, if Employee is terminated for Cause, Employee shall immediately forfeit any right to receive shares of Common Stock that have not yet been delivered to Employee, or that have been delivered subject to the transfer restrictions described in Section 2(a)(i), in respect of previously vested Performance-Based Restricted Stock Units, without the payment of any consideration or further consideration by the Company. Upon forfeiture, neither Employee nor any successors, heirs, assigns, or legal representatives of Employee shall thereafter have any further rights or interest in the forfeited Performance-Based Restricted Stock Units or shares of Common Stock.

No Effect on Employment or Service. Nothing in the Plan will interfere with or limit in any way the right of the Company to terminate any Participant’s employment or service at any time, with or without cause. Employment with the Company and its Affiliates is on an at-will basis only. For purposes of the Plan, transfer of employment of a Participant between the Company and any one of its Affiliates (or between Affiliates) will not be deemed a termination of employment. The Company expressly reserves the right, which may be exercised at any time and without regard to when during a Performance Period such exercise occurs, to terminate any individual’s employment with or without cause, and to treat him or her without regard to the effect that such treatment might have upon him or her as a Participant.

RIGHTS TO EMPLOYMENT OR OTHER SERVICE. Nothing in the Plan or in any Grant issued pursuant to the Plan shall confer on any individual any right to continue in the employ or other service of the Participating Company (if applicable) or interfere in any way with the right of the Participating Company and its stockholders to terminate the individual's employment or other service at any time.

Continuation of Service; Termination of Employment. Executive hereby confirms that, effective as of March 20, 2015, or on such earlier date as the Company requests (the “Resignation Effective Date”), his employment with the Company and any Group Companies will be terminated and he will resign from any and all positions as an officer, director or employee of the Company and any Group Companies. The Company hereby confirms that Executive’s employment with the Company and the Group Companies will continue in effect under the terms of the Employment Agreement from the date hereof until the Resignation Effective Date. Executive agrees to remain employed by the Company and to carry out such duties as are reasonably requested by the Chief Executive Officer of the Company from time to time from the date hereof until the Resignation Effective Date. Executive agrees to execute any documents requested by the Company to implement his resignation from any positions with the Company or any Group Companies.